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2: EX-31.1 Certification -- §302 - SOA'02 HTML 25K
3: EX-31.2 Certification -- §302 - SOA'02 HTML 25K
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5: EX-32.2 Certification -- §906 - SOA'02 HTML 23K
11: R1 Cover Page HTML 73K
12: R2 Condensed Consolidated Statements of Operations HTML 107K
and Comprehensive Income (Unaudited)
13: R3 Condensed Consolidated Statements of Operations HTML 23K
and Comprehensive Income (Parenthetical)
(Unaudited)
14: R4 Condensed Consolidated Balance Sheets HTML 152K
15: R5 Condensed Consolidated Balance Sheets HTML 41K
(Parenthetical)
16: R6 Condensed Consolidated Statements of Stockholders HTML 115K
Equity (Unaudited)
17: R7 Condensed Consolidated Statements of Cash Flows HTML 152K
(Unaudited)
18: R8 Description of Business HTML 25K
19: R9 Summary of Significant Accounting Policies HTML 48K
20: R10 Inventories HTML 29K
21: R11 Investment in Convertible Notes HTML 30K
22: R12 Property and Equipment HTML 39K
23: R13 Route and Customer Acquisition Costs HTML 35K
24: R14 Location Contracts Acquired HTML 30K
25: R15 Goodwill and Other Intangible Assets HTML 32K
26: R16 Debt HTML 47K
27: R17 Business and Asset Acquisitions HTML 78K
28: R18 Contingent Earnout Share Liability HTML 27K
29: R19 Fair Value Measurements HTML 81K
30: R20 Stockholders' Equity HTML 30K
31: R21 Stock-based Compensation HTML 27K
32: R22 Income Taxes HTML 27K
33: R23 Commitments and Contingencies HTML 38K
34: R24 Related-Party Transactions HTML 29K
35: R25 Earnings Per Share HTML 44K
36: R26 Pay vs Performance Disclosure HTML 34K
37: R27 Insider Trading Arrangements HTML 27K
38: R28 Summary of Significant Accounting Policies HTML 45K
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39: R29 Summary of Significant Accounting Policies HTML 38K
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48: R38 Earnings Per Share (Tables) HTML 43K
49: R39 Summary of Significant Accounting Policies HTML 37K
(Details)
50: R40 Inventories (Details) HTML 30K
51: R41 Investment in Convertible Notes (Details) HTML 53K
52: R42 Property and Equipment (Details) HTML 55K
53: R43 Route and Customer Acquisition Costs - Narrative HTML 35K
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54: R44 Route and Customer Acquisition Costs - Route and HTML 27K
Customer Acquisition Costs (Details)
55: R45 Location Contracts Acquired - Location Contracts HTML 28K
Acquired (Details)
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Acquisition (Details)
62: R52 Business and Asset Acquisitions - Narrative HTML 122K
(Details)
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Transferred and Fair Value of Assets Acquired and
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Payable (Details)
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a Recurring Basis (Details)
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(Exact Name of Registrant as Specified in Its Charter)
iDelaware
i98-1350261
(State
or Other Jurisdiction of Incorporation or Organization)
(I.R.S. Employer Identification No.)
i140 Tower Drive
iBurr Ridge,
iIllinoisi60527
(Address of Principal Executive Offices) (Zip Code)
(i630)
i972-2235
(Registrant’s telephone number, including area code)
Securities registered pursuant to Section 12(b) of the Act:
Title of Each Class
Trading Symbols
Name of Each Exchange on Which Registered
iClass
A-1 Common Stock, par value $.0001 per share
iACEL
iThe New York Stock Exchange
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of
the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. iYes☒ No ☐
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405
of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). iYes☒ No ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,”“accelerated filer,”“smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
Large accelerated filer
☐
iAccelerated
filer
☒
Non-accelerated filer
☐
Smaller reporting company
i☐
Emerging growth company
i☐
If
an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes ☐ No i☒
As
of November 3, 2023, there were i84,803,284 shares outstanding of the registrant’s Class A-1 Common Stock, par value $.0001 per share.
Current
portion of route and customer acquisition costs payable
i1,481
i1,487
Accrued
location gaming expense
i7,858
i7,791
Accrued
state gaming expense
i16,965
i16,605
Accounts
payable and other accrued expenses
i23,067
i22,302
Accrued
compensation and related expenses
i9,192
i10,607
Current
portion of consideration payable
i5,175
i7,647
Total
current liabilities
i92,217
i89,905
Long-term liabilities:
Debt,
net of current maturities
i484,004
i518,566
Route
and customer acquisition costs payable, less current portion
i4,893
i5,137
Consideration
payable, less current portion
i5,319
i6,872
Contingent
earnout share liability
i34,351
i23,288
Other
long-term liabilities
i5,786
i3,390
Deferred
income tax liability, net
i46,064
i37,021
Total
long-term liabilities
i580,417
i594,274
Stockholders’
equity:
Preferred Stock, par value of $ii0.0001/;
ii1,000,000/ shares authorized; iiii0///
shares issued and outstanding at September 30, 2023 and December 31, 2022
i—
i—
Class
A-1 Common Stock, par value $ii0.0001/; ii250,000,000/
shares authorized; i94,872,069 shares issued and i85,389,889 shares outstanding at September 30, 2023; i94,504,051
shares issued and i86,674,390 shares outstanding at December 31, 2022
i9
i9
Additional paid-in capital
i200,545
i194,157
Treasury
stock, at cost
(i97,509)
(i81,697)
Accumulated
other comprehensive income
i12,233
i12,240
Accumulated
earnings
i83,496
i53,881
Total
stockholders' equity
i198,774
i178,590
Total liabilities
and stockholders' equity
$
i871,408
$
i862,769
The
accompanying notes are an integral part of these condensed consolidated financial statements
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
Note 1.
iDescription of Business
Accel Entertainment, Inc. (and together with its subsidiaries, the “Company” or “Accel”) is a leading distributed gaming operator in the United States (“U.S.”). The Company has operations in Illinois, Montana, Nevada, Georgia, Nebraska, Iowa, and Pennsylvania. The
Company is subject to the various gaming regulations in the states in which it operates, as well as various other federal, state and local laws and regulations.
The Company’s business primarily consists of the installation, maintenance and operation of gaming terminals, redemption devices that disburse winnings and contain automated teller machine (“ATM”) functionality, and other amusement devices in authorized non-casino locations such as restaurants, bars, taverns, convenience stores, liquor stores, truck stops, and grocery stores. The Company also operates stand-alone ATMs in gaming and non-gaming locations.
Note
2. iSummary of Significant Accounting Policies
iBasis of presentation and preparation: The condensed consolidated financial statements and accompanying notes were prepared in conformity with U.S. generally accepted accounting principles (“GAAP”)
and the rules and regulations of the Securities and Exchange Commission (“SEC”). The condensed consolidated financial statements include the accounts of the Company and of its wholly owned subsidiaries. All significant intercompany balances and transactions have been eliminated in consolidation. In the opinion of management, the condensed consolidated financial statements include all recurring adjustments and normal accruals necessary for a fair presentation of the Company’s financial position, results of operations and cash flows for the dates and periods presented. These condensed consolidated financial statements should be read in conjunction with the consolidated financial
statements and the related notes thereto included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2022(the “Form 10-K”). In preparing our condensed consolidated financial statements, we applied the same significant accounting policies as described in Note 2 to the consolidated financial statements in the Form 10-K. Any significant changes to those accounting policies are discussed below. Interim results are not necessarily indicative of results for a full year.
iUse
of estimates: The preparation of condensed consolidated financial statements requires management to make estimates and assumptions that affect (i) the reported amounts of assets and liabilities, (ii) disclosure of contingent assets and liabilities at the date of the condensed consolidated financial statements and (iii) the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. Estimates used by the Company include, among other things, the useful lives for depreciable and amortizable assets, income tax provisions, the evaluation of the future realization of deferred tax assets, projected cash flows in assessing the initial valuation of intangible assets in conjunction with business acquisitions, the selection of useful lives for depreciable and amortizable assets in conjunction with business acquisitions,
the valuation of level 3 investments, the valuation of contingent earnout shares and interest rate caplets, contingencies, and the expected term of share-based compensation awards and stock price volatility when computing stock-based compensation expense. Actual results may differ from those estimates.
iSegment information: The Company operates as a single reportable segment. The Company’s chief operating decision maker (“CODM”)
is the chief executive officer, who has ultimate responsibility for the operating performance of the Company and the allocation of resources. The CODM assesses the Company’s performance and allocates resources based on consolidated results, and this is the only discrete financial information that is regularly reviewed by the CODM.
Notes
to Condensed Consolidated Financial Statements — (Continued)
iRevenue recognition: The Company primarily generates revenues from the following types of services: gaming terminals, amusements, manufacturing and ATMs. Revenue is disaggregated by type of revenue and is presented on the face of the consolidated statements of operations and comprehensive
income.
i
Total net revenues for the three and nine months ended September 30, 2023 and 2022 is disaggregated in the following table by the primary states in which the Company operates.
Recent
accounting pronouncements: In October 2021, the FASB issued Accounting Standards Update (“ASU”) No. 2021-08, Business Combinations (Topic 805). The guidance in this ASU improves the accounting for revenue contracts with customers acquired in a business combination by addressing diversity in practice and inconsistency related to recognition of contract assets and liabilities acquired in a business combination. The provisions of this ASU require that an acquiring entity accounts for the related revenue contracts in accordance with Accounting Standards Codification (“ASC”)
606 as if it had originated the contracts. The standard is effective for fiscal years beginning after December 15, 2022, and interim periods within those fiscal years with early adoption permitted. The impact of the adoption of this ASU has not been material to the Company’s financial statements or disclosures.
In March 2020, the FASB issued ASU 2020-04, Reference Rate Reform (Topic 848). This ASU provides temporary guidance to ease the potential burden in accounting for reference rate reform primarily resulting from the discontinuation of the London Inter-Bank Offered Rate (“LIBOR”), which began phasing out on December
31, 2021. The amendments in ASU 2020-04 are elective and apply to all entities that have contracts, hedging relationships, and other transactions that reference LIBOR or another reference rate expected to be discontinued. The new guidance (i) simplifies accounting analyses under current GAAP for contract modifications; (ii) simplifies the assessment of hedge effectiveness and allows hedging relationships affected by reference rate reform to continue; and (iii) allows a one-time election to sell or transfer debt securities classified as held to maturity that reference a rate affected by reference rate reform. The Company adopted the new standard in the second quarter of 2023 as the
Company transitioned from LIBOR to the Secured Overnight Financing Rate (“SOFR”) for its debt agreements and related cash flow hedges. The Company elected certain expedients offered by Topic 848 and, as such, the impact from referenced rate reform did not have a material impact on the Company’s results of operations, cash flows or financial position.
Other recently issued accounting standards or pronouncements have been excluded because they are either not relevant to the Company, or are not expected to have, or did not have, a material effect on its condensed consolidated financial statements.
On July 19, 2019, the Company entered into an agreement to purchase up to $i30.0
million in convertible notes from Gold Rush Amusements, Inc. (“Gold Rush”), another terminal operator in Illinois, that bore interest at i3% per annum through December 31, 2021. The convertible notes each included an option to convert the notes to common stock of Gold Rush prior to the maturity date upon written notice from the Company. At closing, the Company purchased a $i5.0
million convertible promissory note which was subordinated to Gold Rush’s credit facility and matured isix months following the satisfaction of administrative conditions. On October 11, 2019, the Company purchased an additional $i25.0 million convertible
note which was also subordinated to Gold Rush’s credit facility and, beginning on July 1, 2020, the balance of this note, if not previously converted, was payable in equal $i1,000,000 monthly installments until all principal has been repaid in full.
On July 30, 2021, the Company
provided notice to Gold Rush that it was exercising its rights under each of the convertible notes to convert the entire aggregate principal amount and accrued interest into common stock of Gold Rush, subject to approval from the Illinois Gaming Board (“IGB”) to transfer the common stock to the Company and receipt of other customary closing deliverables.
On December 2, 2021, the Company received notice from the administrator of the IGB that he was denying the requested transfer of Gold Rush common stock to the Company
and the IGB affirmed the administrator’s denial on January 27, 2022.
Based on the IGB denying the Company’s request to transfer Gold Rush common stock despite the Company’s unilateral conversion rights, the convertible notes were accounted for as available for sale debt securities, at fair value, with gains and losses recorded in other comprehensive income (loss). As such, the Gold Rush convertible notes were deemed in default for disclosure and presentation purposes, assuming non-conversion of the convertible notes, as no repayment or installment payments were received. The Company classified the entire $i32.1 million
accounting fair value of the convertible notes as current on the condensed consolidated balance sheets as of December 31, 2022 as the Company had expected to resolve this matter within the next year. For more information on how the Company determined the fair value of the convertible notes, see Note 12.
On May 31, 2023, the Company and Gold Rush entered into a settlement agreement which resolved any and all lawsuits and all outstanding obligations under the convertible notes. As part of the settlement, the
Company received $i32.5 million from Gold Rush in June 2023, which included the repayment of the face value of the convertible notes plus accrued interest as well as a $i0.4 million prepayment on future amounts
due. In addition, the Company has recorded a receivable from Gold Rush of $i1.3 million as of September 30, 2023, which represents the present value of the remaining $i1.5 million
due from Gold Rush by May 2025, and is presented within other assets in the condensed consolidated balance sheets. The Company also recorded a gain of $i1.7 million in the second quarter of 2023, which is included in other expenses, net on the condensed consolidated statements of operations and comprehensive income for the nine months ended September 30, 2023.
Depreciation
and amortization of property and equipment was $i9.4 million and $i27.9 million for the three and nine months ended September 30, 2023,
respectively. In comparison, depreciation and amortization of property and equipment was $i8.1 million and $i20.6 million for the three and nine months ended September 30,
2022, respectively.
Note 6. iRoute and Customer Acquisition Costs
The Company enters into contracts with third parties and its gaming locations to install and operate gaming terminals. When gaming operations commence, payments are due monthly or quarterly.
Gross payments due, based on the number of live locations, were approximately $i7.4 million and $i7.6 million as of September 30, 2023, and December 31, 2022, respectively.
Payments are due over varying terms of the individual agreements and are discounted at the Company’s incremental borrowing rate associated with its long-term debt at the time the contract is acquired. The net present value of payments due was $i6.4 million and $i6.6
million as of September 30, 2023, and December 31, 2022, respectively, of which approximately $ii1.5/
million was included in current liabilities in the accompanying condensed consolidated balance sheets as of both September 30, 2023,and December 31, 2022. The route and customer acquisition cost asset was comprised of payments made on the contracts of $i19.5 million and $i17.9
million as of September 30, 2023, and December 31, 2022, respectively. The Company has upfront payments of commissions paid to the third parties for the acquisition of the customer contracts that are subject to a clawback provision if the customer cancels the contract prior to completion. The payments subject to a clawback were $i1.0
million and $i1.2 million as of September 30, 2023, and December 31, 2022, respectively.
Amortization
expense of route and customer acquisition costs was $i0.4 million and $i1.2 million for the three and nine months ended September 30, 2023, respectively.
In comparison, amortization expense of route and customer acquisition costs was $i0.3 million and $i0.9 million for the three and nine months ended September 30,
2022, respectively.
Location contract assets acquired in business acquisitions are recorded at acquisition at fair value based on an income approach. iLocation contracts acquired consisted of the following as of September 30, 2023 and December 31,
2022 (in thousands):
Amortization
expense of location contracts acquired was $i4.3 million and $i12.8 million for the three and nine
months ended September 30, 2023, respectively. In comparison, amortization expense of location contracts acquired was $i4.0 millionand $i10.6
million for the three and nine months ended September 30, 2022, respectively.
Note 8. iGoodwill and Other Intangible Assets
The Company acquired various companies which were accounted for as
a business combination using the acquisition method of accounting in accordance with ASC Topic 805, Business Combinations (“Topic 805”). The total excess of the purchase price over the tangible and intangible assets acquired and liabilities assumed was recorded as goodwill of $i101.6 million and $i100.7 million
as of September 30, 2023, and December 31, 2022, respectively, of which $i39.8 million was deductible for tax purposes as of September 30, 2023.
On February 13, 2023, the
Company acquired Rendezvous Casino and Burger Bar (“Rendezvous”), a hospitality operation in Billings, Montana, for a total purchase price of $i2.6 million. The purchase price included the cost of the land, building and the related Montana All-Alcoholic Beverage License. The hospitality operation is set to be a Century vended location.
i
The
following is a roll forward of the Company's goodwill (in thousands):
Other intangible assets, net of $i21.2 million and $i23.0 million as of September 30, 2023 and December 31,
2022, respectively, consisted of definite-lived trade names, customer relationships, and software applications. Other intangible assets are related to the acquisition of Century which occurred in the second quarter of 2022. The Company determines the fair value of trade name assets acquired in acquisitions using a relief from royalty valuation method which requires assumptions such as projected revenue and a royalty rate. Other intangible assets are amortized over their estimated i7 to i20-year
useful lives. Amortization expense of other intangible assets was $i0.6 million and $i1.8 million for the three and nine months ended September 30,
2023, respectively. In comparison, amortization expense of other intangible assets was $ii0.8/ millionfor both the three and nine months ended September 30, 2022.
On
August 23, 2023, in order to extend the termination date to draw on the delayed draw term loan under the Company’s existing credit agreement (as amended, the “Credit Agreement”) to October 22, 2024, the Company and the other parties thereto entered into Amendment No. 4 to the Credit Agreement (“Amendment No. 4”). The other terms of the Credit Agreement remained unchanged. The Company incurred $i0.3 million
in debt issuance costs related to Amendment No. 4, which are being amortized over the remaining life of the Credit Facility.
On June 7, 2023, in order to replace the referenced LIBOR interest rate in the Company’s Credit Agreement with SOFR, the Company and the other parties thereto entered into Amendment No. 3 to the Credit Agreement (“Amendment No. 3”). Under Amendment No. 3, borrowings under the Credit Agreement beginning on June 14, 2023 will bear interest, at the Company’s option, at a rate per annum equal to either (a) the Adjusted Term SOFR (which cannot
be less than i0.5%) for interest periods of 1, 2, 3 or 6 months (or if consented to by (i) each applicable lender, 12 months or any period shorter than 1 month or (ii) the administrative agent, a shorter period necessary to ensure that the end of the relevant interest period would coincide with any required amortization payment) plus the applicable SOFR margin or (b) the alternative base rate (“ABR”) plus the applicable ABR margin. ABR is a fluctuating rate per annum equal to the highest of (i) the Federal Funds Effective Rate plus 1/2 of i1.0%,
(ii) the prime rate announced from time to time by Capital One, National Association or (iii) SOFR for a 1-month interest period on such day plus i1.0%. As of September 30, 2023, the weighted-average interest rate was approximately i7.2%.
Interest
is payable quarterly in arrears for ABR loans, at the end of the applicable interest period for SOFR loans (but not less frequently than quarterly) and upon the prepayment or maturity of the underlying loans. The Company is required to pay a commitment fee quarterly in arrears in respect of unused commitments under the revolving credit facility and the delayed draw term loan facility.
The applicable SOFR and ABR margins and the commitment fee rate are calculated based upon the first lien net leverage ratio of the Company and its restricted subsidiaries on a consolidated basis, as defined in the Credit Agreement. The revolving loans and term loans bear interest
at either (a) ABR (i150 bps floor) plus a margin up to i1.75% or (b) SOFR (i50
bps floor) plus a margin up to i2.75%, at the option of the Company.
The term loans and the additional term loans will amortize at an annual rate equal to i5.00% per
annum. Upon the consummation of certain non-ordinary course asset sales, the Company may be required to apply the net cash proceeds thereof to prepay outstanding term loans and additional term loans. The loans under the Credit Agreement may be prepaid without premium or penalty, subject to customary SOFR “breakage” costs.
Notes to Condensed Consolidated Financial Statements — (Continued)
The
Credit Agreement contains certain customary affirmative and negative covenants and events of default and requires the Company and certain of its affiliates obligated under the Credit Agreement to make customary representations and warranties in connection with credit extensions thereunder.
Interest rate caplets
The Company manages its exposure to some of its interest rate risk through the use of interest rate caplets, which are derivative financial instruments. On January 12, 2022, the Company hedged the variability of the cash flows attributable to changes in interest rates
on the first $i300 million of the term loan under the Credit Agreement by entering into a i4-year series of i48
deferred premium caplets (“caplets”). In connection with the entry into Amendment No. 3, the referenced rate in the caplets was simultaneously changed from LIBOR to SOFR.
The Company recognized an unrealized gain on the change in fair value of the caplets of $i0.1 million
and an unrealized loss of less than $i0.1 million, net of taxes, for the three and nine months ended September 30, 2023, respectively. In comparison, the Company recognized an unrealized
gain on the change in fair value of the caplets of $i5.9 million and $i12.7 million,
net of taxes, for the three and nine months ended September 30, 2022, respectively. For more information on how the Company determines the fair value of the caplets, see Note 12. Further, the 1-month LIBOR/SOFR interest rate exceeded i2% beginning in the second half of 2022. As such, the Company
recognized interest income on the caplets of $i2.5 million and $i6.7 million
for the three and nine months ended September 30, 2023, respectively, and $ii0.2/ million
for both the three and nine months ended September 30, 2022, which are reflected in interest expense, net in the condensed consolidated statements of operations and other comprehensive income.
Note 10. iBusiness and Asset Acquisitions
2023 Business Acquisitions
Illinois
Gaming Entertainment
On May 23, 2023, the Company acquired certain assets of Illinois Gaming Entertainment LLC (“IGE”), an Illinois-based terminal operator. The Company acquired ifour operational locations, as well as gaming equipment. The acquisition was accounted for as an asset acquisition in accordance with Topic 805. The
total purchase price was approximately $i1.5 million, which the Company paid in cash at closing. The total purchase price of $i1.5 million
was allocated to the following assets: i) location contracts totaling $i1.1 million and ii) gaming equipment totaling $i0.4 million.
The results of operations for IGE are included in the condensed consolidated financial statements of the Company from the date of acquisition and were not material.
On October 3, 2023, the Company acquired an additional ithree operational locations, as well as gaming equipment, from IGE for a total purchase price of $i2.3 million.
Rendezvous
On February 13, 2023, the Company acquired Rendezvous, a hospitality operation in Billings, Montana. The hospitality operation is set to be a Century vended location. The acquisition was accounted for as a business combination using the acquisition method of accounting in accordance with Topic 805. The total purchase price of $i2.6
million was paid in cash at closing and was allocated to the following assets: i) indefinite-lived intangible assets totaling $i0.8 million; ii) land totaling $i0.5
million; iii) buildings totaling $i0.4 million; iv) gaming equipment totaling $i0.1
million, and v) goodwill totaling $i0.8 million. The results of operations for Rendezvous are included in the condensed consolidated financial statements of the Company from the date of acquisition and were not material.
Notes to Condensed Consolidated Financial Statements — (Continued)
Pending Business Acquisition
On April 11, 2023, the Company entered into an agreement to acquire a distributed gaming operator in the state of Louisiana with an option to acquire a second distributed gaming operator in the state of Louisiana. In connection therewith, the Company has
paid $i4.6 million during the nine months ended September 30, 2023 as an advance against a portion of the purchase price and is recorded within other assets on the condensed consolidated balance sheets. Furthermore, on August 10, 2023, the Company loaned the distributed gaming operator $i0.3 million.
In October, 2023, the Company paid an additional advance of $i0.5 million against a portion of the purchase price in consideration for the acquisition of additional assets, as contemplated by the terms of the agreement.
2022 Business Acquisitions
Progressive
On December
15, 2022, Century, the Company’s wholly owned subsidiary, acquired from DEP, Inc. (“Progressive”), a gaming operator in Montana, certain gaming assets and locations. The acquisition of Progressive added i26 Montana gaming locations and approximately i300
gaming terminals to the Century portfolio. The total purchase price was $i6.4 million, which Century paid in cash at closing. The acquisition was accounted for as a business combination using the acquisition method of accounting in accordance with Topic 805. The purchase price was allocated to the following assets: i) gaming terminals and amusement equipment totaling $i0.9 million;
ii) location contracts totaling $i4.3 million; and iii) goodwill totaling $i1.2 million.
River City
On September 9, 2022, the Company acquired from River City Amusement Company (“River City”) all of its operating assets in Nebraska, Iowa and South Dakota. River City's operations in these states consist of the ownership and operation of MAD and amusement equipment, as well as ATMs in the approximately i120 locations it serves. The total purchase price was approximately $i2.8 million,
which the Company paid in cash at closing. The acquisition was accounted for as a business combination using the acquisition method of accounting in accordance with Topic 805.The purchase price was allocated to the following assets: i) gaming terminals and equipment totaling $i0.1 million;
ii) amusement and other equipment totaling $i0.9 million; iii) location contracts totaling $i1.7 million;
and iv) cash totaling $i0.1 million.
VVS
On August 1, 2022, the Company acquired from VVS, Inc. (“VVS”), a licensed distributor of MADs in Nebraska, substantially all of its MAD and ATM assets.
The acquisition of VVS added approximately i250 locations in the greater Lincoln area. The total purchase price was approximately $i12.0 million, of which the Company paid approximately $i9.5 million
in cash at closing. The remaining $i2.5 million of contingent consideration was paid in cash in the third quarter of 2023 as the net revenue targets outlined in the purchase agreement were achieved. The acquisition was accounted for as a business combination using the acquisition method of accounting in accordance with Topic 805.The purchase price was allocated to the following assets: i) gaming terminals and equipment totaling $i0.9 million;
ii) amusement and other equipment totaling $i3.9 million; and iii) location contracts totaling $i7.2 million.
Notes to Condensed Consolidated Financial Statements — (Continued)
Century
On June 1, 2022, the Company completed its previously announced acquisition of all of the outstanding equity interests of Century
Gaming, Inc. (“Century”) pursuant to the terms of a Securities Purchase Agreement (the “Purchase Agreement”), dated March 2, 2021, by and among Century, the shareholders of Century, and the Company. Century is Montana’s largest gaming operator and a leader in the Nevada gaming market as well as a manufacturer of gaming terminals.
The acquisition aggregate purchase consideration transferred totaled $i164.3 million,
which included: i) a cash payment made at closing of $i45.5 million to the equity holders of Century; ii) repayment of $i113.2 million of Century's indebtedness; and iii)
i515,622 shares of the Company’s Class A-1 common stock issued to certain members of Century’s management with a fair value of $i5.6 million
on the acquisition date. The cash payments were financed using cash from a draw of approximately $i160 million from the Company’s revolving credit facility and delayed draw term loan facility under the Credit Agreement.
The acquisition was accounted for as a business combination using the acquisition method of accounting in accordance with ASC Topic 805. The purchase price has been preliminarily allocated to the tangible assets and identifiable intangible assets
acquired and liabilities assumed based upon their estimated fair values. The areas of the purchase price allocation that are not yet finalized are primarily related to the valuation of location contracts, inventory, property and equipment, and final adjustments to working capital. The excess of the purchase price over the tangible and intangible assets acquired and liabilities assumed of $i53.4 million has been recorded as goodwill. The Century acquisition resulted in recorded goodwill as a result of a higher consideration paid driven by the maturity and quality
of Century's operations, industry and workforce. Management integrated Century into its existing business structure, which operates as a single reportable segment.
Notes to Condensed Consolidated Financial Statements — (Continued)
i
The
following table summarizes the fair value of consideration transferred and the fair values of the assets acquired and liabilities assumed at the date of acquisition (in thousands):
The
results of operations for Century are included in the condensed consolidated financial statements of the Company from the date of acquisition.
Consideration Payable
The Company has a contingent consideration payable related to certain locations, as defined in each respective acquisition agreement, which are placed into operation during a specified period after the acquisition date. The fair value of contingent consideration is included in the consideration payable on the condensed consolidated balance sheets as of September 30, 2023 and December 31, 2022. The contingent consideration accrued is measured at fair
value on a recurring basis. The Company presents on its statement of cash flows, payments for consideration payable within 90-days in investing activities, payments after 90-days and up to the acquisition date fair value in financing activities, and payments in excess of the acquisition date fair value in operating activities.
Pursuant to the terms of the
Company’s Amended and Restated Certificate of Incorporation, the Company authorized and has available for issuance i10,000,000 shares of Class A-2 Common Stock. The holders of the Class A-2 Common Stock do not have voting rights and are not entitled to receive or participate in any dividends or distributions when and if declared from time to time. The
Company concluded that the Class A-2 Common Stock should be reflected as a contingent earnout share liability due to the fact that such shares are not entitled to dividends, voting rights, or a stake in the Company in the case of liquidation. The contingent earnout share liability is recorded at fair value. For more information on how the fair value is determined, see Note 12.
In 2019, i5,000,000 shares of Class A-2 Common Stock were issued, subject to the conditions set forth in a restricted stock agreement
(the “Restricted Stock Agreement”), which sets forth the terms upon which the Class A-2 Common Stock will be exchanged for an equal number of validly issued, fully paid and non-assessable Class A-1 Common Stock. The exchange of Class A-2 Common Stock for Class A-1 Common Stock will be subject to the terms and conditions set forth in the Restricted Stock Agreement, with such exchanges occurring in ithree separate tranches upon the satisfaction of the specified triggers, based either on the Company achieving certain
last twelve month EBITDA (“LTM EBITDA”) thresholds in certain periods or the closing sale price of Class A-1 Common Stock exceeding certain prices over certain trading periods.
In 2020, the market condition for the settlement of Tranche I was satisfied. As a result, i1,666,636 shares of the i1,666,666
shares of Class A-2 Common Stock were converted into Class A-1 Common Stock.
The current thresholds, as approved by a disinterested committee of the Company's board of directors made up of independent directors who do not hold any Class A-2 Common Stock, for the remaining two Tranches are as follows:
•Tranche II, equal to i1,666,667 shares of Class A-2
Common Stock, will be exchanged for Class A-1 Common Stock if the closing sale price of Class A-1 Common Stock on the New York Stock Exchange (“NYSE”) equals or exceeds $i14.00 for at least itwenty
trading days in any consecutive ithirty trading day period; and
•Tranche III, equal to i1,666,667
shares of Class A-2 Common Stock, will be exchanged for Class A-1 Common Stock if either (i) the LTM EBITDA threshold (A) as of December 31, 2023 is $i198.5 million and (B) March 31, 2024 or June 30, 2024 is $ii198.6/ million
or (ii) the closing sale price of Class A-1 Common Stock on the NYSE equals or exceeds $i16.00 for at least itwenty trading days in any consecutive ithirty
trading day period.
Notes to Condensed Consolidated Financial Statements — (Continued)
Note 12. iFair
Value Measurements
ASC Topic 820, Fair Value Measurements and Disclosures, establishes a framework for measuring fair value and the corresponding disclosure requirements around fair value measurements. This topic applies to all financial instruments that are being measured and reported on a fair value basis.
Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. In determining fair value, various methods, including market, income and cost approaches, are used. Based on these approaches, certain assumptions are utilized that the market participants would use in pricing the asset or liability, including assumptions about risk and/or the risks inherent in the inputs to the valuation technique. These inputs can
be readily observable, market corroborated, or generally unobservable inputs. Valuation techniques are utilized that maximize the use of observable inputs and minimize the use of unobservable inputs. Based on the observability of the inputs used in the valuation techniques, it is required to provide information according to the fair value hierarchy. The fair value hierarchy ranks the quality and reliability of the information used to determine fair values. Assets and liabilities carried at fair value will be classified and disclosed in one of the following three categories:
Level 1: Valuations for assets and liabilities traded in active exchange markets, such as the NYSE. Level 1 also includes U.S. Treasury and federal agency securities and federal agency mortgage-backed securities, which are traded by dealers or brokers in active markets. Valuations are obtained from readily available pricing sources
for market transactions involving identical assets or liabilities.
Level 2: Valuations for assets and liabilities traded in less active dealer or broker markets. Valuations are obtained from third-party pricing services for identical or similar assets or liabilities.
Level 3: Valuations for assets and liabilities that are derived from other valuation methodologies, including option pricing models, discounted cash flow models and similar techniques, and not based on market exchange, dealer, or broker traded transactions. Level 3 valuations incorporate certain assumptions and projections in determining the fair value assigned to such assets or liabilities.
Assets measured at fair value
i
The
following tables summarize the Company’s assets that are measured at fair value on a recurring basis (in thousands):
Quoted Prices in Active Markets for Identical Assets (Level 1)
Significant Other Observable Inputs (Level 2)
Significant Unobservable Inputs (Level 3)
Assets:
Investment
in convertible notes
$
i32,065
$
i—
$
i—
$
i32,065
Interest
rate caplets
i19,919
i—
i19,919
i—
Total
$
i51,984
$
i—
$
i19,919
$
i32,065
Investment
in convertible notes
As described in Note 4, after the IGB Administrator’s denial of the transfer of the equity interest in Gold Rush on December 2, 2021, the Company concluded that the fair value of the convertible notes should be calculated as principal plus interest accrued as of December 31, 2021. The Company had considered interest as an input to the accounting fair value as of December 31, 2022. This valuation of the Company's investment in convertible notes is considered to be a Level 3 fair value measurement as
the significant inputs are unobservable. The Company reached a settlement with Gold Rush in the second quarter of 2023, which provided for the full repayment of the outstanding principal and interest accrued on the convertible notes.
Interest rate caplets
The Company determines the fair value of the interest rate caplets using quotes that are based on models whose inputs are observable LIBOR/SOFR forward interest rate curves. The valuation of the interest rate caplets is considered to be a Level 2 fair value measurement as the significant inputs are observable. Unrealized changes in the fair value of the interest rate caplets are classified within other comprehensive
income on the accompanying condensed consolidated statements of operations and comprehensive income. Realized gains on the interest rate caplets are recorded to interest expense, net on the accompanying condensed consolidated statements of operations and comprehensive income and included within cash payments for interest, net on the condensed consolidated statements of cash flow.
Liabilities measured at fair value
i
The following tables summarizes the
Company’s liabilities that are measured at fair value on a recurring basis (in thousands):
Quoted Prices in Active Markets for Identical Assets (Level 1)
Significant Other Observable Inputs (Level 2)
Significant Unobservable Inputs (Level 3)
Liabilities:
Contingent
consideration
$
i9,543
$
i—
$
i—
$
i9,543
Contingent
earnout shares
i23,288
i—
i23,288
i—
Warrants
i13
i—
i13
i—
Total
$
i32,844
$
i—
$
i23,301
$
i9,543
Contingent
Consideration
The Company uses a discounted cash flow analysis to determine the value of contingent consideration upon acquisition and updates this estimate on a recurring basis. The significant assumptions used in the Company's cash flow analysis includes the probability adjusted projected revenues after state taxes, a discount rate as applicable to each acquisition, and the estimated number of locations that “go live” with the Company during the contingent consideration period. The valuation of the Company's contingent consideration is considered to
be a Level 3 fair value measurement as the significant inputs are unobservable and require significant judgment or estimation. Changes in the fair value of contingent consideration liabilities are classified within other expenses, net on the accompanying condensed consolidated statements of operations and comprehensive income.
Contingent earnout shares
The Company determined the fair value of the contingent earnout shares based on the market price of the Company's Class A-1 Common Stock. The liability, by tranche, is then stated at present value based on i) an interest rate derived from the Company's
borrowing rate and the applicable risk-free rate and ii) an estimate on when it expects the contingent earnout shares to convert to Class A-1 Common Stock. The valuation of the Company's contingent consideration is considered to be a Level 2 fair value measurement. Changes in the fair value of contingent earnout shares are included within loss (gain) on change in fair value of contingent earnout shares on the accompanying condensed consolidated statements of operations and comprehensive income.
Warrants
The Company has i5,144
warrants outstanding as of September 30, 2023, the liability for which is included in other long-term liabilities on the condensed consolidated balance sheets. The Company determined the fair value of its warrants by using a Black-Scholes option-pricing model. The Black-Scholes option-pricing model requires inputs such as the fair value of the Company's Class A-1 Common Stock, the risk-free interest rate, expected term, expected dividend yield and expected volatility. The Company's valuation of its warrants is considered to be a Level 2 fair value measurement. Changes
in the fair value of the warrants are included within gain on change in fair value of warrants on the accompanying condensed consolidated statements of operations and comprehensive income, if applicable. There was no change in the fair value of the warrants for the three and nine months ended September 30, 2023 and 2022.
There were no transfers in or out of Level 3 for the periods presented.
The holders of the Class A-1 Common Stock are entitled to ione vote for each share. The holders of Class A-1 Common Stock are entitled to receive dividends or other distributions when and if declared
from time to time and share equally on a per share basis in such dividends and distributions, subject to such rights of the holders of preferred stock.
Treasury Stock
On November 22, 2021, the Company’s Board of Directors approved a share repurchase program of up to $i200 million of shares of Class A-1 Common Stock. The timing and actual number of shares repurchased
will depend on a variety of factors, including price, general business and market conditions, and alternative investment opportunities. Under the repurchase program, repurchases can be made from time to time using a variety of methods, including open market purchases or privately negotiated transactions, in compliance with the rules of the United States Securities and Exchange Commission and other applicable legal requirements. The repurchase program does not obligate the Company to acquire any particular amount of shares, and the repurchase program may be suspended or discontinued at any time at the Company’s discretion. As of September 30, 2023, the
Company acquired a total of i10,010,374 shares under the plan at a total purchase price of $i103.6 million, of which i1,665,091
shares at a total purchase price of $i15.7 million were acquired during the nine months ended September 30, 2023.
Note 14. iStock-based
Compensation
The Company grants various types of stock-based compensation awards. The Company measures its stock-based compensation expense based on the grant date fair value of the award and recognizes the expense over the requisite service period for the respective award.
Under the Accel Entertainment, Inc. Long Term Incentive Plan, the Company issued i356,786
restricted stock units (“RSUs”) to the Board of Directors and certain eligible employees during the first quarter of 2023, which will vest over a period of i3 years for employees and by the end of 2023 for the Board of Directors. The Company also issued i182,494
performance-based restricted stock units (“PSUs”) to certain eligible employees during the first quarter of 2023, which will vest after i3 years. The numbers of shares earned upon vesting of the PSUs, if any, is based on the attainment of performance goals over the performance period, subject to continued service, except for employees who are retirement eligible and in certain other limited circumstances. The estimated grant date fair value of these RSUs and PSUs totaled $i4.8
million.
The Company issued i402,202 RSUs to the Board of Directors and certain eligible employees during the second quarter of 2023, which will vest over a period of i3
to i4 years for employees and by the end of 2023 for the Board of Directors. The Company also issued i520,247
PSUs to certain eligible employees during the second quarter of 2023, which will vest after i3 years. The estimated grant date fair value of these RSUs and PSUs totaled $i5.8
million.
The Company issued i171,750 RSUs to certain eligible employees during the third quarter of 2023, which will vest over a period of i3
to i4 years. The estimated grant date fair value of these RSUs totaled $i1.9 million.
Stock-based
compensation expense, which pertains to the Company’s stock options, RSUs and PSUs, was $i2.7 million and $i7.0 million for
the three and nine months ended September 30, 2023, respectively. In comparison, stock-based compensation expense was $i1.1 million and $i5.0 million for the
three and nine months ended September 30, 2022, respectively. Stock-based compensation expense is included within general and administrative expenses in the condensed consolidated statements of operations and other comprehensive income.
Notes to Condensed Consolidated Financial Statements
— (Continued)
Note 15. iIncome Taxes
The Company recognized income tax expense of $i4.6 million
and $i16.7 million for the three and nine months ended September 30, 2023, respectively. In comparison, income tax expense was $i4.9 million and $i16.5
million for the three and nine months ended September 30, 2022, respectively.
The Company calculates its provision for income taxes during interim reporting periods by applying an estimate of the annual effective tax rate to its year-to-date pretax book income or loss. The effective tax rate (income taxes as a percentage of income before income taxes) was i30.7% and i36.1%
for the three and nine months ended September 30, 2023, respectively. In comparison, the effective tax rate was i18.0% and i21.4% for the three and nine months ended September 30,
2022, respectively. The Company’s effective income tax rate can vary from period to period depending on, among other factors, the amount of permanent tax adjustments and discrete items. The change in the fair value of the contingent earnout shares is considered a discrete item for income tax purposes and was the primary driver for the fluctuations in the tax rate year over year.
Note 16. iCommitments
and Contingencies
Lawsuits and claims are filed against the Company from time to time in the ordinary course of business, including related to employee matters, employment of professionals and non-compete clauses and agreements. Other than settled matters explained as follows, these actions are in various stages, and no judgments or decisions have been rendered. Management, after reviewing matters with legal counsel, believes that the outcome of such matters will not have a material adverse effect on the Company’s financial position or results of operations.
Accel has been involved in a series of related litigated matters stemming from claims that Accel wrongly contracted with i10
different licensed establishments (the “Defendant Establishments”) in 2012 in violation of the contractual rights held by J&J Ventures Gaming, LLC (“J&J”), as further described below.
On August 21, 2012, one of the Company’s operating subsidiaries entered into certain agreements with Jason Rowell (“Rowell”), a member of Action Gaming LLC (“Action Gaming”), which was an unlicensed terminal operator that had exclusive rights to place and operate gaming terminals within a number of establishments, including the Defendant Establishments. Under agreements with Rowell, the Company agreed
to pay him for each licensed establishment which decided to enter into an exclusive location agreement with Accel. In late August and early September 2012, each of the Defendant Establishments signed a separate location agreement with the Company, purporting to grant the Company the exclusive right to operate gaming terminals in those establishments. Separately, on August 24, 2012, Action Gaming sold and assigned its rights to all its location agreements to J&J, including its exclusive rights with the Defendant Establishments (the “J&J Assigned Agreements”). At the time of the assignment of such rights to J&J, the Defendant Establishments were not yet licensed by the IGB.
Action Gaming,
J&J, and other parties, collectively, the Plaintiffs, filed a complaint against the Company, Rowell, and other parties in the Circuit Court of Cook County, Illinois (the “Circuit Court”), on August 31, 2012, as amended on November 1, 2012, December 19, 2012, and October 3, 2013, alleging, among other things, that Accel aided and abetted Rowell in breaches of his fiduciary duties and contractual obligations with Action Gaming and tortiously interfered with Action Gaming’s contracts with Rowell and agreements assigned to J&J. The complaint seeks damages and injunctive and equitable
relief. On January 24, 2018, the Company filed a motion to dismiss for lack of subject matter jurisdiction, as further described below. On May 14, 2018, the Circuit Court denied the Company’s motion to dismiss and granted a stay to the case, pending a ruling from the IGB on the validity of the J&J Assigned Agreements.
From 2013 to 2015, the Plaintiffs filed additional claims, including J&J Ventures Gaming, LLC et al. v. Wild, Inc. (“Wild”), in various circuit courts seeking declaratory judgments with a number of establishments, including each of the Defendant Establishments, requesting declarations that, among other things, J&J held the
exclusive right to operate gaming terminals at each of the Defendant Establishments as a result of the J&J Assigned Agreements. The Company was granted leave to intervene in all
Notes to Condensed Consolidated Financial Statements — (Continued)
of the declaratory judgments. The circuit courts
found that the J&J Assigned Agreements were valid because each of the underlying location agreements were between an unlicensed establishment and an unlicensed terminal operator, and therefore did not constitute use agreements that were otherwise precluded from assignment under the IGB’s regulations. Upon the Company’s appeal, the Illinois Appellate Court, Fifth District (the “District Court”), vacated the circuit courts’ judgments and dismissed the appeals, holding that the IGB had exclusive jurisdiction over the matter that formed the basis of the parties’ claims, and declined to consider the merits of the parties’ disputes. On September 22, 2016, and after the IGB intervened, the Supreme Court of Illinois issued a judgment in Wild, affirming the District Court’s decision vacating the circuit courts’ judgments for lack
of subject matter jurisdiction and dismissing the appeals, determining that the IGB has exclusive jurisdiction to decide the validity and enforceability of gaming terminal use agreements.
Between May 2017 and September 2017, both the Company and J&J filed petitions with the IGB seeking adjudication of the rights of the parties and the validity of the use agreements. Those petitions were recently adjudicated by the IGB, largely in the Company’s favor, and J&J has filed a new lawsuit to challenge the IGB’s rulings. The Company does not have a present estimate regarding the potential damages, if any, that could potentially be awarded in this litigation and, accordingly,
has established no reserves relating to such matters. There are also petitions pending with the IGB which could lead to the Company obtaining new locations.
On October 7, 2019, the Company filed a lawsuit in the Circuit Court of Cook County, Illinois against Jason Rowell and other parties related to Mr. Rowell’s breaches of his non-compete agreement with Accel. The Company alleged that Mr. Rowell and a competitor were working together to interfere with the Company’s customer relationships. On November
7, 2019, Mr. Rowell filed a lawsuit in the Circuit Court of Cook County, Illinois against the Company alleging that he had not received certain equity interests in the Company to which he was allegedly entitled under his agreement. The Company has answered the complaint and asserted a counterclaim and intends to defend itself against the allegations. Pre-trial discovery is ongoing as of the date of this report. Mr. Rowell's claims and the Company's claims are both being litigated in this lawsuit, while the original lawsuit remains pending against the other defendants.
On July
2, 2019, Illinois Gaming Investors, LLC filed a lawsuit against the Company. The lawsuit alleges that a current employee violated his non-competition agreement with Illinois Gaming Investors, LLC, and together with the Company, wrongfully solicited prohibited licensed video gaming locations. The parties settled this dispute in April 2022.
On December 18, 2020, the Company received a disciplinary complaint from the IGB alleging violations of the Video Gaming Act and the IGB’s Adopted Rules for Video Gaming. The disciplinary complaint sought to fine the
Company in the amount of $i5 million. On July 6, 2023, the IGB and the Company entered into a settlement agreement for $i1.1 million
of which $i1.0 million is the fine for the alleged conduct and $i0.1 million is for reimbursement of administrative and investigative costs.
The amount was paid in the third quarter of 2023. As a result of the settlement agreement, the Company has agreed to review similar initiatives with the IGB before implementing a new program or making any public announcements, require additional annual training of its employees, and provide additional compliance disclosures to the IGB.
On March 9, 2022, the Company filed a lawsuit in the Circuit Court of Cook County, Illinois against Gold Rush relating to the Gold Rush convertible notes. The complaint sought damages for breach of contract and the implied covenant of good faith and fair dealing as well as unjust enrichment.
On June 22, 2022, Gold Rush filed a lawsuit in the Circuit Court of Cook County, Illinois against the Company. The lawsuit alleged that the Company tortiously interfered with Gold Rush’s business activities and engaged in misconduct with respect to the Gold Rush convertible notes. On April 22, 2022, the Company filed a petition in the Circuit Court of Cook County, Illinois to judicially review the IGB's decision to deny the requested transfer of Gold Rush common stock in respect of the Company’s conversion of the convertible notes.
Discovery ensued on these lawsuits but both suits were dismissed with prejudice as a result of the previously mentioned settlement between the Company and Gold Rush on the convertible notes. For more information, see Note 4.
Notes to Condensed Consolidated Financial Statements — (Continued)
On March
25, 2022, Midwest Electronics Gaming LLC (“Midwest”) filed an administrative review action against the Illinois Gaming Board, the Company and J&J in the Circuit Court of Cook County, Illinois seeking administrative review of decisions of the IGB ruling in favor of the Company and J&J and against Midwest regarding the validity of certain use agreements covering locations currently serviced by Midwest. No monetary damages are sought against the Company. A responsive pleading is not yet due.
In July 2022, an enforcement action was brought against the Company by an
Illinois municipality related to an alleged violation of an ordinance requiring the collection of an additional tax, the enforceability of which is currently being contested by the Illinois Gaming Machine Operators Association. Rather than litigate the alleged violation, the Company pled no contest and paid an initial penalty to the municipality in October 2022. The Company incurred a similar penalty each month for the remaining months of 2022. After further negotiations with the municipality, in July 2023, the amount of the penalty for 2023 was increased and was made effective retroactively to the beginning of the year.
In February 2023, an Illinois municipality issued an order against the
Company for the alleged failure to pay a terminal operator tax (“TO Tax”) for the privilege of operating gaming terminals within the municipality. The TO Tax was adopted by the municipality on June 8, 2021, but there was no enforcement of this tax until the Company was issued a notice of hearing in February 2023. In April 2023, the Company, along with numerous other terminal operators, filed a complaint in the Circuit Court of Cook County, Illinois contesting the validity and enforceability of the TO Tax and won a temporary restraining order to stay the order. Currently, the matter remains pending as a result of a motion to consolidate and to finalize the assignment of the judge.
The results
for the nine months ended September 30, 2023 included a loss of $i1.4 million related to these matters, which is included within general and administrative expenses in the condensed consolidated statements of operations and other comprehensive income. The results for the nine months ended September 30, 2022 included a loss of $i1.2 million,
of which $i1.0 million was recorded within other expenses, net and $i0.2 million was recorded in general and administrative expenses in the condensed consolidated statements of operations
and other comprehensive income. The Company paid legal settlements totaling $i1.3 million and $i1.6 million during the nine months ended September 30,
2023 and 2022, respectively.
Note 17. iRelated-Party Transactions
Subsequent to the Company's acquisition of certain assets of Fair Share Gaming, LLC (“Fair Share”), G3 Gaming, LLC (“G3”), and Tom’s Amusement Company, Inc., (“Tom's Amusements”), the sellers became employees
of the Company.
Consideration payable to the Fair Share seller was $i0.7 million and $i1.1 million
as of September 30, 2023 and December 31, 2022, respectively. Payments to the Fair Share seller under the acquisition agreement were $i0.8 million and $i1.5
million during the nine months ended September 30, 2023 and 2022, respectively.
Consideration payable to the G3 sellers was $i0.4 million as of December 31, 2022. Payments to the G3 sellers under the acquisition agreement were $i0.5
million during the nine months ended September 30, 2023. There were ino payments made to the G3 sellers during the nine months ended September 30, 2022.
Consideration payable to the Tom's Amusements seller was $ii0.1/
million as of both September 30, 2023 and December 31, 2022. There were ino payments to the Tom's Amusements seller during the nine months ended September 30, 2023 and $i1.4
million during the nine months ended September 30, 2022.
The Company engaged Much Shelist, P.C. (“Much Shelist”), as its legal counsel for general legal and business matters. An attorney at Much Shelist is a related party to management of the Company. Accel paid Much Shelist $i0.3 million and $i0.2
million for the nine months ended September 30, 2023 and 2022, respectively. These payments were included in general and administrative expenses within the condensed consolidated statements of operations and comprehensive income.
Notes
to Condensed Consolidated Financial Statements — (Continued)
Note 18. iEarnings Per Share
i
The components of basic and diluted earnings per share (“EPS”)
were as follows for the three and nine months ended September 30 (in thousands, except per share amounts):
Basic
weighted average outstanding shares of common stock
i85,865
i89,992
i86,305
i91,299
Dilutive
effect of stock-based awards for common stock
i1,249
i536
i717
i646
Diluted
weighted average outstanding shares of common stock
i87,114
i90,528
i87,022
i91,945
Earnings
per common share:
Basic
$
i0.12
$
i0.25
$
i0.34
$
i0.66
Diluted
$
i0.12
$
i0.25
$
i0.34
$
i0.66
/
Anti-dilutive
stock-based awards, contingent earnout shares and warrants excluded from the calculations of diluted EPS were i4,414,553 and i5,178,908
as of September 30, 2023 and 2022, respectively.
ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
You should read the following discussion and analysis of our financial condition and results of operations in conjunction with our unaudited condensed consolidated financial statements and the related notes and other financial information included in this
Quarterly Report on Form 10-Q. This discussion and analysis contains forward-looking statements that involve risks and uncertainties. Our actual results could differ materially from the forward-looking statements. Factors that could cause or contribute to such differences include, but are not limited to, those identified below, those discussed in “Risk Factors” in this Quarterly Report on Form 10-Q, and those discussed in the section titled “Risk Factors” included in our Annual Report on Form 10-K for the year ended December 31, 2022. This discussion and analysis should also be read in conjunction with “Management’s Discussion and Analysis of Financial Condition and Results of Operations”, set forth in our Annual Report on Form 10-K for the year ended December 31, 2022.
Company
Overview
We believe we are a leading distributed gaming operator in the United States on an Adjusted EBITDA basis, and a preferred partner for local business owners in the markets we serve. Our business consists of the installation, maintenance and operation of gaming terminals, redemption devices that disburse winnings and contain automated teller machine (“ATM”) functionality, and other amusement devices in authorized non-casino locations such as restaurants, bars, taverns, convenience stores, liquor stores, truck stops, and grocery stores. We also operate stand-alone ATMs in gaming and non-gaming locations.
Our gaming-as-a-service platform provides local businesses with a turnkey, capital efficient gaming solution. We own all of our gaming equipment and manage the entire operating process for our location partners. We also offer our location partners gaming solutions
that appeal to players who patronize those businesses. We devote significant resources to location partner retention, and seek to provide prompt, personalized player service and support, which we believe is unparalleled among other distributed gaming operators.
We currently operate as a distributed gaming operator in the following states:
•Illinois – we have been a licensed terminal operator by the Illinois Gaming Board (“IGB”) since 2012,
•Montana – we were granted a manufacturer, distributor and route operator license by the Gambling Control Division of the Montana Department of Justice in June 2022, which has been renewed through June 2024,
•Nevada – we were granted a two-year terminal operator license by
the Nevada Gaming Commission in June 2022,
•Georgia – we received approval from the Georgia Lottery Corporation as a Master Licensee in July 2020,
•Iowa – we are registered with the Iowa Department of Inspections and Appeals to conduct operations since December 2021,
•Nebraska – we have been a licensed distributor of mechanical amusement devices since June 2022,
•Pennsylvania – we have held a license from the Pennsylvania Gaming Control Board since November 2020, and commenced operations in the second quarter of 2023.
Through our wholly owned subsidiary, Grand Vision Gaming, we also manufacture gaming terminals in the Montana,
Nevada, South Dakota, Louisiana and West Virginia markets.
We are subject to the various gaming regulations in the states in which we operate, as well as various other federal, state and local laws and regulations.
On June 1, 2022, we completed our previously announced acquisition of all of the outstanding equity interests of Century Gaming, Inc., a Montana corporation. The aggregate purchase consideration was $164.3 million, which
included: (i) a cash payment made at closing of $45.5 million to the equity holders of Century; (ii) repayment of $113.2 million of Century's indebtedness; and (iii) 515,622 shares of our Class A-1 common stock issued to certain members of Century’s management with a fair value of $5.6 million on the acquisition date. The cash payments were financed using cash from a draw of approximately $160 million from our revolving credit facility and delayed draw term loan facility under our senior secured credit facility. Our financial results for the three and nine months ended September 30, 2023 and the three months ended September 30, 2022 includes the results of Century while our results for the nine months ended September 30, 2022 only include the results of Century from the date
of acquisition.
Macroeconomic Factors
Ongoing interest rate increases, persistent inflation and actual or perceived instability in the U.S. and global banking systems may increase the risk of an economic recession and volatility and dislocation in the capital or credit markets in the United States and other markets globally. Our location partners may be adversely impacted by changes in overall economic and financial conditions, and certain location partners may cease operations in the event of a recession or inability to access financing. Furthermore, our revenue is largely driven by players’ disposable incomes and level of gaming activity, and economic conditions that adversely impact players’ ability and desire to spend disposable income at our locations partners may adversely affect our results of operations and cash flows. To date, we have not observed material impacts in our
business or outlook, but there can be no assurance that, in the event of a recession, levels of gaming activity would not be adversely affected. Further, as described in more detail below, we have observed certain increases in our costs, particularly higher wages, and increased interest expense on our debt. In addition, during 2023, we accelerated certain of our capital expenditures related to gaming machines and related components to manage our supply chain. We intend to continue to monitor macroeconomic conditions closely and may determine to take certain financial or operational actions in response to such conditions to the extent our business begins to be adversely impacted.
Components of Performance
Revenues
Net
gaming. Net gaming revenue represents net cash received from gaming activities, which is the difference between gaming wins and losses. Net gaming revenue includes the amounts earned by our location partners and is recognized at the time of gaming play.
Amusement. Amusement revenue represents amounts collected from amusement devices operated at various location partners and is recognized at the point the amusement device is used.
Manufacturing. Manufacturing revenue represents sales of gaming terminals by Grand Vision Gaming, a wholly owned subsidiary of Century, which is a designer and manufacturer of gaming terminals and related equipment.
ATM fees and other. ATM
fees and other primarily represents fees charged for the withdrawal of funds from our redemption devices and stand-alone ATMs and is recognized at the time of the ATM transaction.
Operating Expenses
Cost of revenue. Cost of revenue consists of (i) taxes on net gaming revenue that is payable to the appropriate jurisdiction, (ii) licenses, permits and other fees required for the operation of gaming terminals and other equipment, (iii) location revenue share, which is governed by local governing bodies and location contracts, (iv) ATM and amusement commissions payable to locations, and (v) ATM and amusement fees.
Cost of goods sold. Cost of goods sold consists of costs associated with the sale of gaming terminals and related equipment.
General and administrative. General and administrative expenses consist of operating expense and general and administrative (“G&A”) expense. Operating expense includes payroll and related expense for service technicians, route technicians, route security, and preventative maintenance personnel. Operating expense also includes vehicle fuel and maintenance, and non-capitalizable parts expenses. Operating expenses are generally proportionate to the number of locations and gaming terminals. G&A expense includes payroll and related expense for account managers, business development managers, marketing, and other corporate personnel. In addition,
G&A expense also includes marketing, information technology, insurance, rent and professional fees.
Depreciation and amortization of property and equipment. Depreciation is computed using the straight-line method over the estimated useful lives of the individual assets. Leasehold improvements are amortized over the shorter of the useful life or the lease.
Amortization of intangible assets and route and customer acquisition costs. Route and customer acquisition costs consist of fees paid at the inception of contracts entered into with third parties and our gaming locations, which allows us to install and operate gaming terminals. The route and customer acquisition costs and route and customer acquisition costs payable are recorded at the
net present value of the future payments using a discount rate equal to our incremental borrowing rate associated with its long-term debt. Route and customer acquisition costs are amortized on a straight-line basis over 18 years, which is the expected estimated life of the contract, including expected renewals.
Location contracts acquired in a business combination are recorded at fair value and then amortized as an intangible asset on a straight-line basis over the expected useful life of 15 years.
Other intangible assets acquired in a business acquisition are recorded at fair value and then amortized as an intangible asset on a straight-line basis over their estimated 7 to 20-year useful lives.
Interest
expense, net
Interest expense, net consists of interest on our current credit facilities, amortization of financing fees, accretion of interest on route and customer acquisition costs payable, and interest (income) expense on the interest rate caplets. Interest on the current credit facility is payable monthly on unpaid balances at the variable per annum LIBOR/SOFR rate plus an applicable margin, as defined under the terms of the credit facility, ranging from 1.75% to 2.75% depending on the first lien net leverage ratio.
Income tax expense
Income tax expense consists mainly of taxes payable to federal, state and local authorities. Deferred income taxes are recognized for the tax consequences of temporary differences between the financial statement carrying amounts and the tax basis of the assets and liabilities.
Total revenues for the three months ended
September 30, 2023 were $287.5 million, an increase of $20.5 million, or 7.7%, compared to the prior-year period. This increase was primarily driven by higher net gaming revenue of $18.5 million, which reflected an increase in gaming terminals and locations. Net revenues by state are presented below (in thousands):
Cost of revenue for the three months ended September 30, 2023 was $198.7 million, an increase of $12.9 million, or 6.9%, compared to the prior-year period, driven by higher net gaming revenue, as described above.
Cost of manufacturing goods sold
Cost of manufacturing goods sold for the three months ended September 30, 2023 was $2.1 million, an increase of $0.4 million, or 24.7%, compared
to the prior-year period due primarily to higher manufacturing revenue.
General and administrative
General and administrative expenses for the three months ended September 30, 2023 were $45.2 million, an increase of $5.4 million, or 13.5%, compared to the prior-year period. The increase was attributable to higher payroll-related costs, as we continue to grow our operations, as well as higher stock-based compensation expense and parts and repair expense.
Depreciation and amortization of property and equipment
Depreciation and amortization of property and equipment for the three months ended September 30, 2023 was $9.4 million, an increase of $1.3 million, or 15.6%, compared to the prior-year
period due to an increased number of gaming terminals and locations.
Amortization of intangible assets and route and customer acquisition costs
Amortization of intangible assets and route and customer acquisition costs for the three months ended September 30, 2023 was $5.3 million, an increase of $0.1 million, or 2.8%, compared to the prior-year period.
Other expenses, net
Other expenses, net for the three months ended September 30, 2023 were $1.7 million, a decrease of $1.4 million, or 45.8%, compared to the prior-year period. The decrease was primarily attributable to lower non-recurring expenses related to lobbying efforts, partially offset by higher fair value adjustments associated with
the revaluation of contingent consideration liabilities.
Interest expense, net for the three months ended September 30, 2023 was $8.4 million, an increase of $2.2 million, or 34.9%, compared to the prior-year period primarily due to higher interest rates, partially offset by the benefit realized on our interest rate caplets. For the three months ended September 30, 2023, the weighted average interest rate, excluding the impact of our interest rate
caplets, was approximately 7.6% compared to a rate of approximately 4.3% for the prior-year period.
Loss (gain) on change in fair value of contingent earnout shares
Loss on the change in fair value of contingent earnout shares for the three months ended September 30, 2023 was $1.6 million, compared to the prior-year period, which had a gain of $10.4 million. The change was primarily due to the change in the market value of our Class A-1 common stock, which is the primary input to the valuation of the contingent earnout shares.
Income tax expense
Income tax expense for the three months ended September 30, 2023 was $4.6 million,
a decrease of $0.3 million, or 5.8%, compared to the prior-year period. The effective tax rate for the three months ended September 30, 2023 was 30.7% compared to 18.0% in the prior-year period. Our effective income tax rate can vary from period to period depending on, among other factors, the amount of permanent tax adjustments and discrete items. The change in the fair value of the contingent earnout shares is considered a discrete item for tax purposes and was the primary driver for the fluctuations in the tax rate year over year.
Total revenues for the nine months ended
September 30, 2023 were $873.4 million, an increase of $181.6 million, or 26.3%, compared to the prior-year period. This increase was driven primarily by higher net gaming revenue of $168.6 million, or 25.4%, and higher manufacturing revenue of $6.5 million, or 190.1%. Higher net gaming revenue for the nine months ended September 30, 2023 was attributable to an increase in gaming terminals and locations due primarily to the acquisition of Century. Net revenues by state are presented below (in thousands):
Cost of revenue for the nine months ended September 30,
2023 was $604.6 million, an increase of $131.4 million, or 27.8%, compared to the prior-year period due primarily to higher gaming revenue, as described above.
Cost of manufacturing goods sold
Cost of manufacturing goods sold for the nine months ended September 30, 2023 was $5.6 million, an increase of $3.2 million, or 132.4%, compared to the prior-year period due primarily to higher manufacturing revenue, as described above.
General and administrative
General and administrative expenses for the nine months ended September 30, 2023 were $132.4 million, an increase of $28.8 million, or 27.8%, compared to the prior-year period. The increase was attributable to higher payroll-related costs,
as we continue to grow our operations, as well as higher parts and repair expense, higher stock-based compensation expense, and the settlement with the IGB of $1.1 million recorded in the second quarter of 2023.
Depreciation and amortization of property and equipment
Depreciation and amortization of property and equipment for the nine months ended September 30, 2023 was $27.9 million, an increase of $7.3 million, or 35.7%, compared to the prior-year period due to an increased number of locations and gaming terminals primarily attributable to the acquisition of Century.
Amortization of intangible assets and route and customer acquisition costs
Amortization of intangible assets and route and customer
acquisition costs for the nine months ended September 30, 2023 was $15.8 million, an increase of $3.5 million, or 28.9%, compared to the prior-year period due to an increase in location contracts acquired and amortization expense on other intangible assets acquired with Century.
Other expenses, net
Other expenses, net for the nine months ended September 30, 2023 were $5.0 million, a decrease of $2.9 million, or 36.6%, compared to the prior-year period due to lower non-recurring expenses related to lobbying efforts and new market development and a $1.7 million gain recognized in the second quarter of 2023 on the convertible note settlement as discussed in Note 4 to the condensed consolidated
financial statements, partially offset by higher fair value adjustments associated with the revaluation of contingent consideration liabilities.
Interest expense, net for the nine months ended September 30, 2023 was $24.5 million, an increase of $10.5 million, or 74.9%, compared to the prior-year period primarily due to an increase in average outstanding debt and higher interest rates, partially offset by the benefit realized on our interest rate caplets. The weighted average interest rate, excluding the impact of the interest rate caplets,
was approximately 7.2% for the nine months ended September 30, 2023 compared to 3.7% in the prior-year period.
Loss (gain) on change in fair value of contingent earnout shares
Loss on the change in fair value of contingent earnout shares for the nine months ended September 30, 2023 was $11.1 million, compared to the prior-year period, which had a gain of $19.5 million. The change was primarily due to the change in the market value of our Class A-1 common stock, which is the primary input to the valuation of the contingent earnout shares.
Income tax expense
Income tax expense for the nine months ended September 30,
2023 was $16.7 million, an increase of $0.2 million, or 1.2%, compared to the prior-year period. The effective tax rate for the nine months ended September 30, 2023 was 36.1% compared to 21.4% in the prior-year period. Our effective income tax rate can vary from period to period depending on, among other factors, the amount of permanent tax adjustments and discrete items. The change in the fair value of the contingent earnout shares is considered a discrete item for tax purposes and was the primary driver for the fluctuations in the tax rate year over year.
Key Business Metrics
We use statistical data and comparative information commonly used in the gaming industry to monitor the performance of the business,
none of which are prepared in accordance with U.S. GAAP, and therefore should not be viewed as indicators of operational performance. Our management uses these key business metrics for financial planning, strategic planning and employee compensation decisions. The key business metrics include:
•Number of locations and;
•Number of gaming terminals
We also periodically review and revise our key business metrics to reflect changes in our business.
Number of locations
The number of locations is based on a combination of third-party portal data and data from our internal systems. We utilize this metric to continually monitor growth from existing locations, organic openings, purchased locations, and competitor
conversions. Competitor conversions occur when a location chooses to change terminal operators.
The following table sets forth information with respect to our primary locations:
The number of gaming terminals in operation is based on a combination of third-party portal data and data from our internal systems.
We utilize this metric to continually monitor growth from existing locations, organic openings, purchased locations, and competitor conversions.
The following table sets forth information with respect to the number of gaming terminals in the primary locations:
As of September 30,
Increase
/ (Decrease)
2023
2022
Change
Change %
Illinois
15,020
14,033
987
7.0
%
Montana
6,252
5,782
470
8.1
%
Nevada
2,744
2,614
130
5.0
%
Total
gaming terminals
24,016
22,429
1,587
7.1
%
Non-GAAP Financial Measures
Adjusted EBITDA and Adjusted net income are non-GAAP financial measures and are key metrics used to monitor ongoing core operations. Our management believes Adjusted EBITDA and Adjusted net income enhance the understanding of our underlying drivers of profitability and trends
in our business and facilitate company-to-company and period-to-period comparisons, because these non-GAAP financial measures exclude the effects of certain non-cash items or represent certain nonrecurring items that are unrelated to core performance. Management also believes that these non-GAAP financial measures are used by investors, analysts and other interested parties as measures of financial performance and to evaluate our ability to fund capital expenditures, service debt obligations and meet working capital requirements.
Amortization
of intangible assets and route and customer acquisition costs (1)
5,299
5,156
15,825
12,278
Stock-based compensation (2)
2,718
1,070
6,973
4,956
Loss
(gain) on change in fair value of contingent earnout shares (3)
1,625
(10,358)
11,063
(19,497)
Other expenses, net (4)
1,682
3,106
5,006
7,894
Tax
effect of adjustments (5)
(2,707)
(2,486)
(7,916)
(7,274)
Adjusted net income
19,067
18,932
60,566
59,053
Depreciation
and amortization of property and equipment
9,405
8,136
27,914
20,575
Interest expense, net
8,415
6,239
24,546
14,031
Emerging
markets (6)
(86)
418
(805)
1,619
Income tax expense
7,337
7,400
24,648
23,805
Adjusted
EBITDA
$
44,138
$
41,125
$
136,869
$
119,083
(1)Amortization of intangible assets and route and customer acquisition costs consist of upfront cash payments and future cash payments to third-party sales agents to acquire the location partners that are not connected with a business acquisition, as well as the amortization of other intangible assets. We amortize the upfront cash
payment over the life of the contract, including expected renewals, beginning on the date the location goes live, and recognize non-cash amortization charges with respect to such items. Future or deferred cash payments, which may occur based on terms of the underlying contract, are generally lower in the aggregate as compared to established practice of providing higher upfront payments, and are also capitalized and amortized over the remaining life of the contract. Future cash payments do not include cash costs associated with renewing customer contracts as we do not generally incur significant costs as a
result of extension or renewal of an existing contract. Location contracts acquired in a business combination are recorded at fair value as part of the business combination accounting and then amortized as an intangible asset on a straight-
line basis over the expected useful life of the contract of 15 years. “Amortization of intangible assets and route and customer acquisition
costs” aggregates the non-cash amortization charges relating to upfront route and customer acquisition cost payments and location contracts acquired, as well as the amortization of other intangible assets.
(2)Stock-based compensation consists of options, restricted stock units, and performance-based restricted stock units.
(3)Loss (gain) on change in fair value of contingent earnout shares represents a non-cash fair value adjustment at each reporting period end related to the value of these contingent shares. Upon achieving such contingency, shares of Class A-2 common stock convert to Class A-1 common stock resulting in a non-cash settlement of the obligation.
(4)Other
expenses, net consists of (i) non-cash expenses including the remeasurement of contingent consideration liabilities, (ii) non-recurring lobbying and legal expenses related to distributed gaming expansion in current or prospective markets, and (iii) other non-recurring expenses.
(5)Calculated by excluding the impact of the non-GAAP adjustments from the current period tax provision calculations.
(6)Emerging markets consist of the results, on an Adjusted EBITDA basis, for non-core jurisdictions where our operations are developing. Markets are no longer considered emerging when we have installed or acquired at least 500 gaming terminals in the jurisdiction, or when 24 months have elapsed from the date we first install or acquire gaming terminals in the jurisdiction, whichever occurs first. We currently view Iowa and Pennsylvania as emerging
markets. Prior to April 2023, Nebraska was considered an emerging market. Prior to July 2022, Georgia was considered an emerging market.
Adjusted EBITDA for the three months endedSeptember 30, 2023, was $44.1 million, an increase of $3.0 million, or 7.3%, compared to the prior-year period. Adjusted EBITDA for the nine months endedSeptember 30, 2023, was $136.9 million, an increase of $17.8 million, or 14.9%, compared to the prior-year period. The increase for the three months ended September 30,
2023was attributable to an increase in the number of locations and gaming terminals partially offset by higher payroll-related costs and parts and repair expense, while the increase for the nine months ended September 30, 2023was also impacted by the acquisition of Century.
Liquidity and Capital Resources
In order to maintain sufficient liquidity, we review our cash flow projections and available funds with our Board of Directors to consider modifying our capital structure and seeking additional sources of liquidity, if needed. The availability of additional liquidity options will depend on
the economic and financial environment, our creditworthiness, our historical and projected financial and operating performance, and our continued compliance with financial covenants. As a result of possible future economic, financial and operating declines, possible declines in our creditworthiness and potential non-compliance with financial covenants, we may have less liquidity than anticipated, fewer sources of liquidity than anticipated, less attractive financing terms and less flexibility in determining when and how to use the liquidity that is available.
We believe that our cash and cash equivalents, cash flows from operations and borrowing availability under our senior secured credit facility will be sufficient to meet our capital requirements for the next twelve months. Our primary short-term cash needs are paying operating expenses and contingent earnout payments, purchases of property and equipment, servicing outstanding
indebtedness, and funding our Board of Directors approved share repurchase program and near term acquisitions. As of September 30, 2023, we had $230.4 million in cash and cash equivalents.
Senior Secured Credit Facility
On November 13, 2019, we entered into a credit agreement (the “Credit Agreement”) as borrower, with our wholly-owned domestic subsidiaries, as guarantors, the banks, financial institutions and other lending institutions from time to time party thereto, as lenders, the other parties from time to time party thereto and Capital One, National Association, as administrative agent (in such capacity, the “Agent”), collateral
agent, issuing bank and swingline lender, providing for a:
•$100.0 million revolving credit facility, including a letter of credit facility with a $10.0 million sublimit and a swing line facility with a $10.0 million sublimit,
•$240.0 million initial term loan facility and
•$125.0 million additional term loan facility.
The additional term loan facility was available for borrowings until November 13, 2020. Each of the revolving loans and the term loans were scheduled to mature on November 13, 2024.
On August 4, 2020, in order to provide a waiver of financial covenant breach for the periods ended September 30, 2020 through March 31, 2021 of the First Lien Net Leverage Ratio and Fixed Charge Coverage Ratio (each as defined under the Credit Agreement), we and the other parties thereto entered into Amendment No. 1 to the Credit Agreement (“Amendment No. 1”). Amendment No. 1 also raised the floor for the adjusted LIBOR rate to 0.50% and the floor for the Base Rate to 1.50%. The waivers of financial covenant breach were never utilized as we remained in compliance with all debt covenants during these periods.
On
October 22, 2021, in order to increase the borrowing capacity under the Credit Agreement, we and the other parties thereto entered into Amendment No. 2 to the Credit Agreement (“Amendment No. 2”). Amendment No. 2, among other things, provides for:
•an increase in the amount of the revolving credit facility from $100.0 million to $150.0 million,
•a $350.0 million initial term loan facility, the proceeds of which were applied to refinancing existing indebtedness and
•a $400.0 million delayed draw term loan facility, which was originally available for borrowing until October 22, 2023 and was extended to October 22,
2024 by Amendment No. 4 (as described below).
The maturity date of the Credit Agreement was extended to October 22, 2026. The interest rate and covenants remain unchanged.
On June 7, 2023, in order to replace the referenced LIBOR interest rate in the Credit Agreement with the Secured Overnight Financing Rate (“SOFR”), we and the other parties thereto entered into Amendment No. 3 to the Credit Agreement (“Amendment No. 3”).
On August 23, 2023, we entered into Amendment No. 4 to the Credit Agreement (“Amendment No. 4”), which extended the termination date to draw on the delayed draw term loan to October
22, 2024.
In June 2023, the Company completed a $100 million draw on the delayed draw term loan facility and used all of the proceeds to pay down an equal portion of the revolving credit facility. As of September 30, 2023, there remained $342 million of availability under the Credit Agreement.
The obligations under the Credit Agreement are guaranteed by us and our wholly-owned domestic subsidiaries, subject to certain exceptions (collectively, the “Guarantors”). The obligations under the Credit Agreement are secured by substantially all of the assets of the Guarantors, subject to certain exceptions.
Certain future-formed or acquired wholly-owned domestic subsidiaries by us will also be required to guarantee the Credit Agreement and grant a security interest in substantially all of our assets (subject to certain exceptions) to secure the obligations under the Credit Agreement.
Borrowings under the Credit Agreement bear interest, at our option, at a rate per annum equal to either (a) the adjusted Term SOFR (which cannot be less than 0.5%) for interest periods of 1, 2, 3 or 6 months (or if consented to by (i) each applicable Lender, 12 months or any period shorter than 1 month or (ii) the Agent, a shorter period necessary to ensure that the end of the relevant interest period would coincide with any required amortization payment ) plus the applicable SOFR margin or (b) the alternative base rate (“ABR”) plus the applicable ABR
margin. ABR is a fluctuating rate per annum equal to the highest of (i) the Federal Funds Effective Rate plus 1/2 of 1.0%, (ii) the prime rate announced from time to time by Capital One, National Association and (iii) SOFR for a 1-month Interest Period on such day plus 1.0%. As of September 30, 2023, the weighted-average interest rate was approximately 7.2%.
Interest is payable quarterly in arrears for ABR loans, at the end of the applicable interest period for SOFR loans (but not less frequently than quarterly) and upon the prepayment or maturity of the underlying loans. We are required to pay a commitment fee quarterly in arrears in respect of unused commitments under the revolving credit facility and the additional term loan facility.
The applicable SOFR and ABR margins and the commitment fee rate are calculated based upon the
first lien net leverage ratio of us and our restricted subsidiaries on a consolidated basis, as defined in the Credit Agreement. The revolving loans and
term loans bear interest at either (a) ABR (150 bps floor) plus a margin up to 1.75% or (b) SOFR (50bps floor) plus a margin up to 2.75%, at our option.
The term loans and, once drawn, the additional term loans will amortize at an annual rate equal to 5.00% per annum. Upon the consummation of certain non-ordinary course asset sales, we may be required to apply the net
cash proceeds thereof to prepay outstanding term loans and additional term loans. The loans under the Credit Agreement may be prepaid without premium or penalty, subject to customary SOFR “breakage” costs.
The Credit Agreement contains certain customary affirmative and negative covenants and events of default, and requires us and certain of our affiliates obligated under the Credit Agreement to make customary representations and warranties in connection with credit extensions thereunder.
In addition, the Credit Agreement requires us to maintain (a) a ratio of consolidated first lien net debt to consolidated EBITDA no greater than 4.50 to 1.00 and (b) a ratio of consolidated EBITDA to consolidated fixed charges no less than 1.20 to 1.00, in each case, tested as of the last day of each full fiscal quarter ending after the Closing Date and determined on the basis of the four
most recently ended fiscal quarters by us for which financial statements have been delivered pursuant to the Credit Agreement, subject to customary “equity cure” rights.
If an event of default (as such term is defined in the Credit Agreement) occurs, the lenders would be entitled to take various actions, including the acceleration of amounts due under the Credit Agreement, termination of the lenders’ commitments thereunder, foreclosure on collateral, and all other remedial actions available to a secured creditor. The failure to pay certain amounts owed under the Credit Agreement may result in an increase in the interest rate applicable thereto.
We were in compliance with all debt covenants in our credit facility as of September 30, 2023. We expect to meet
our cash obligations as well as remain in compliance with the debt covenants for the next 12 months.
Interest rate caplets
We manage our exposure to some of our interest rate risk through the use of interest rate caplets, which are derivative financial instruments. On January 12, 2022, we hedged the variability of the cash flows attributable to the changes in the 1-month LIBOR interest rate on the first $300 million of the term loan under the Credit Agreement by entering into a 4-year series of 48 deferred premium caplets (“caplets”). In connection with the entry into Amendment No. 3, the referenced rate in the caplets was simultaneously changed from LIBOR to SOFR.
We recognized an unrealized gain on
the change in fair value of the caplets of $0.1 million and an unrealized loss of less than $0.1 million, net of taxes, for the three and nine months ended September 30, 2023, respectively. In comparison, we recognized an unrealized gain on the change in fair value of the caplets of $5.9 million and $12.7 million, net of taxes, for the three and nine months ended September 30, 2022, respectively. Further, as the 1-month LIBOR/SOFR interest rate exceeded 2% beginning in the second half of 2022, we recognized interest income on the caplets of $2.5 million and $6.7 million for
the three and nine months ended September 30, 2023, respectively, and $0.2 million for both the three and nine months ended September 30, 2022, which are reflected in interest expense, net in the condensed consolidated statements of operations and other comprehensive income.
The
following table summarizes net cash provided by or used in operating activities, investing activities and financing activities for the periods indicated and should be read in conjunction with our condensed consolidated financial statements and the notes thereto included in this filing:
Net cash (used in) provided by financing activities
(50,328)
103,898
Net
cash provided by operating activities
For the nine months ended September 30, 2023, net cash provided by operating activities was $92.0 million, an increase of $13.8 million over the comparable period due primarily to higher working capital adjustments.
Net cash used in investing activities
For the nine months ended September 30, 2023, net cash used in investing activities was $35.4 million, a decrease of $133.5 million over the comparable period and was primarily attributable to less cash used for business and asset acquisitions primarily due to the acquisition of Century in 2022 and the proceeds received from the settlement of the convertible notes in 2023, partially offset by more cash used for the purchases of property and equipment
and advances against a portion of the purchase price on our pending business acquisition. We anticipate our capital expenditures for the purchases of property and equipment will be approximately $70–80 million in 2023.
Net cash (used in) provided by financing activities
For the nine months ended September 30, 2023, net cash used in financing activities was $50.3 million, compared to cash provided by financing activities of $103.9 million in the prior-year period. The change reflects a reduction in borrowings to fund business and asset acquisitions, partially offset by lower repurchases of common stock and payments on consideration payable.
Critical Accounting Policies
and Estimates
In preparing our condensed consolidated financial statements, we applied the same critical accounting policies as described in our Annual Report on Form 10-K for the year ended December 31, 2022 that affect judgments and estimates of amounts recorded for certain assets, liabilities, revenues, and expenses.
Seasonality
Our results of operations can fluctuate due to seasonal trends and other factors. For example, the gross revenue per machine per day is typically lower in the summer when players will typically spend less time indoors at our locations, and higher in cold weather between February and April, when players will typically spend more time indoors
at our locations. Holidays, vacation seasons, and sporting events may also cause our results to fluctuate.
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
Market risk represents the risk of loss that may impact our financial position due to adverse changes in financial market prices and rates. Market risk exposure is primarily the result of fluctuations in interest rates.
Interest rate risk
We
are exposed to interest rate risk in the ordinary course of business. Borrowings under our senior secured credit facility were $515.5 million as of September 30, 2023. If the underlying interest rates were to increase by 1.0%, or 100 basis points, the increase in interest expense on our floating rate debt would negatively impact future earnings and cash flows by approximately $2.2 million annually, assuming the balance outstanding under the credit facility remained at $515.5 million. In order to protect against higher interest rates in the future on our credit facility, we hedged the variability of the cash flows attributable to the changes in the 1-month LIBOR/SOFR interest rate on the first $300 million of the term loan by entering into a 4-year series of 48 deferred premium caplets (“caplets”) on January
12, 2022. The caplets mature at the end of each month and are used to protect our exposure as the 1-month LIBOR/SOFR interest rate exceeded 2% beginning in the second half of 2022.
Cash and cash equivalents are held in cash vaults, highly liquid checking and money market accounts, gaming terminals, redemption terminals, ATMs, and amusement equipment. As a result, these amounts are not materially affected by changes in interest rates.
ITEM 4. CONTROLS AND PROCEDURES
Evaluation of Disclosure Controls and Procedures
In connection with the filing of this Form 10-Q for the quarter ended September 30, 2023,
our Chief Executive Officer (“CEO”, serving as our Principal Executive Officer) and our Chief Financial Officer (“CFO”, serving as our Principal Financial Officer) conducted an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended (“Exchange Act”)). As a result of this evaluation, our CEO and CFO concluded that the material weaknesses previously identified in Item 9A. “Controls and Procedures” of our Annual Report on Form 10-K for the year ended December 31, 2022 were still present as of September 30, 2023 (the “Evaluation Date”). Based on the material weaknesses, and the evaluation of our disclosure controls and procedures, our CEO and CFO concluded that our disclosure controls and procedures
were not effective as of the Evaluation Date.
Notwithstanding the identified material weaknesses, management believes that the condensed consolidated financial statements included in this Form 10-Q fairly present in all material respects our financial condition, results of operations, and cash flows as of September 30, 2023.
Changes in Internal Control Over Financial Reporting
There were no changes during the quarter ended September 30, 2023 in our internal control over financial reporting that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting. The integration of the internal controls relating to Century, which was acquired on June
1, 2022, have been completed and Century will be included in our evaluation of the effectiveness of our internal controls over financial reporting for the fiscal year ended December 31, 2023.
Information
required by this Item is incorporated by reference to the discussion in Note 16, Commitments and Contingencies, of the condensed consolidated financial statements included in Part I, Item 1 of this Quarterly Report on Form 10-Q.
ITEM 1A. RISK FACTORS
An investment in our common stock involves a high degree of risk. You should carefully consider the risk factors described under Part I - Item 1A. “Risk Factors” in our Annual Report on Form 10-K for the year ended December 31, 2022 and our condensed consolidated financial statements and related notes contained in this Quarterly Report on Form 10-Q in analyzing an investment in our common stock. If any such risks
occur, our business, financial condition, and results of operations would likely suffer, the trading price of our common stock would decline, and you could lose all or part of your investment. In addition, the risk factors and uncertainties could cause our actual results to differ materially from those projected in our forward-looking statements, whether made in this report or other documents we file with the SEC, or our annual report to stockholders, future press releases, or orally, whether in presentations, responses to questions, or otherwise. Additional risks and uncertainties not currently known to us or those we currently view to be immaterial may also materially adversely affect our business, financial condition, or results of operations.
Except for as set forth below, there have been no material changes in the risk factors
described in Item 1A. “Risk Factors” in our Annual Report on Form 10-K for the year ended December 31, 2022.
Risks Related to Our Business and Industry
Unfavorable economic conditions or decreased discretionary spending due to other factors such as terrorist activity or threat thereof, epidemics, pandemics or other public health issues, civil unrest or other economic or political uncertainties, may adversely affect Accel’s business, results of operations, cash flows and financial condition.
Unfavorable economic conditions, including recession, economic slowdown, decreased liquidity in the financial markets, decreased availability of credit, rising interest rates and labor shortages, or inflation or stagflation, could have a negative effect
on Accel’s business. Unfavorable economic conditions could cause location partners to shut down or ultimately declare bankruptcy, which could adversely affect Accel’s business. Unfavorable economic conditions may also result in volatility in the credit and equity markets. For example, U.S. capital and credit markets may be adversely affected by numerous factors including: instability in the U.S. and global banking systems due to financial institutions experiencing financial distress, entering into receivership or becoming insolvent, or concerns or rumors about any events of these kinds; uncertainty with respect to the U.S. federal budget, including whether a spending bill will be passed by congress by November 17, 2023 and, if not, whether there will be a closure of the federal government; the war in Israel, and the possibility of a wider Middle Eastern or global conflict; and the war between Russia and Ukraine, the possibility
of a wider European or global conflict and global sanctions imposed in response thereto. The difficulty or inability of location partners to access their funds or generate or obtain adequate levels of capital to finance their ongoing operations may cause some to close or ultimately declare bankruptcy. Accel cannot fully predict the effects that unfavorable social, political and economic conditions and economic uncertainties and decreased discretionary spending could have on its business.
Accel’s revenue is largely driven by players’ disposable incomes and level of gaming activity. Unfavorable economic conditions may reduce the disposable incomes of players at location partners and may result in fewer players visiting location partners, reduced play levels, and lower amounts spent per visit, adversely affecting Accel’s results of operations and cash flows. Adverse changes in discretionary consumer spending or consumer preferences,
which may result in fewer players visiting location partners and reduced frequency of visits and play levels, could also be driven by an unstable job market, outbreaks (or fear of outbreaks) of contagious diseases, inflation, stagflation, rising interest rates or other factors. Socio-political factors such as terrorist activity or threat thereof, civil unrest or other economic or political uncertainties that contribute to consumer unease may also result in decreased discretionary spending by players and have a negative effect on Accel.
Adverse
developments affecting the financial services industry, such as actual events or concerns involving liquidity, defaults, or non-performance by financial institutions or transactional counterparties, could adversely affect Accel’s financial condition and results of operations.
Actual events involving reduced or limited liquidity, defaults, non-performance or other adverse developments that affect financial institutions or other companies in the financial services industry or the financial services industry generally, or concerns or rumors about any events of these kinds, have in the past and may in the future lead to market-wide credit and liquidity problems. For example, in March 2023, Silicon Valley Bank and Signature Bank were closed and taken over by the Federal Deposit Insurance Corporation (the “FDIC”) as receiver and Credit Suisse and UBS entered into a merger agreement following the intervention of the Swiss
regulators and, in May 2023, First Republic Bank was also closed and taken over by the FDIC. Although Accel did not have cash or cash equivalent balances on deposit with these institutions, and these institutions were not lenders under Accel’s indebtedness or counterparties to Accel’s interest rate hedging arrangements, instability in the U.S. or international financial systems could result in less favorable commercial financing or derivative terms, including higher interest rates or costs and tighter financial and operating covenants, or systemic limitations on access to credit and liquidity sources or hedging, thereby making it more difficult for Accel to obtain financing on terms favorable to it, which could have a material adverse impact on Accel’s results of operations, cash flows and financial condition.
ITEM 2. UNREGISTERED
SALES OF EQUITY SECURITIES, USE OF PROCEEDS, AND ISSUER PURCHASES OF EQUITY SECURITIES
Issuer Purchases of Equity Securities
On November 22, 2021, the Company’s Board of Directors approved a share repurchase program of up to $200 million of shares of Class A-1 common stock. The timing and actual number of shares repurchased will depend on a variety of factors, including price, general business and market conditions, and alternative investment opportunities. Under the repurchase program, repurchases can be made from time to time using a variety of methods, including open market purchases or privately negotiated transactions, in compliance with the rules of the SEC and other applicable legal requirements. The repurchase program does not obligate
the Company to acquire any particular amount of shares, and the repurchase program may be suspended or discontinued at any time at the Company’s discretion.
All share repurchases were made under the Company’s publicly announced program, and there are no other programs under which the Company repurchases shares. Repurchases under our program are executed under the terms of a pre-set trading plan meeting the requirements of Rule 10b5-1(c) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). The following table presents a summary of share repurchases made during
the third quarter of 2023:
Period
Total number of shares purchased
Average price paid per share
Maximum approximate dollar value of shares that may yet be purchased under the program (in millions)
None of our directors or officers (as defined in Rule 16a-1(f) under the Exchange Act) iiadopted/
or iiterminated/ a Rule 10b5-1 trading arrangement or a non-Rule 10b5-1 trading arrangement (as defined in Item 408(c) of Regulation S-K) during the quarterly period covered by this report.
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
