Accel Entertainment(ACEL) - 2019 Q4 - Annual Report

Part I Business Overview Accel Entertainment, Inc. is a leading distributed gaming operator in the US, primarily in Illinois, providing video gaming terminals (VGTs), redemption devices, and amusement equipment, with plans for expansion - Accel Entertainment is a leading distributed gaming operator in the US, primarily operating in the Illinois market, offering VGTs, redemption devices, and amusement equipment[8][111] - The company has been licensed by the Illinois Gaming Board (IGB) since 2012 and holds a temporary license from the Pennsylvania Gaming Control Board (PA Board)[8][9] - As of December 31, 2019, Accel operated 10,499 VGTs in 2,312 licensed establishments, with a three-year voluntary contract renewal rate exceeding 98%[8][12][21] - The company plans to drive growth by increasing VGT market share in Illinois, expanding into Pennsylvania, launching a player rewards program, and entering other states[14][15][16] - Illinois gaming tax rate increased from 30% to 33% (effective July 1, 2019) and will further increase to 34% on July 1, 2020[10][21] - The company's revenue-sharing model with licensed establishments is: after deducting the 33% gaming tax and 0.8513% administrative fee, the remaining profit is split 50/50 between Accel and the licensed establishment[21] Risk Factors The company faces significant risks including difficulties in obtaining or maintaining necessary operating licenses, managing rapid growth, providing innovative products, and uncertainties in market demand and contract renewals - The company's operations depend on extensive federal, state, and local government regulation, facing potential difficulties, delays, or failures in obtaining or maintaining required licenses and approvals[31][32] - Rapid growth poses challenges to management and operational resources, potentially impacting service quality and customer satisfaction if not effectively managed[34] - The company's success relies on providing innovative products and services, but consumer preferences are unpredictable, and there is reliance on third-party content and equipment suppliers[34][35] - Outbreaks of health epidemics like COVID-19 could lead to business disruptions, reduced customer traffic, and operational restrictions, adversely affecting the company's business, operating results, and financial condition[38][40] - The company's business is highly concentrated in Illinois, making it susceptible to changes in local economic, legal, competitive, and natural disaster conditions[41] - The company identified three material weaknesses in internal control, including financial statement review, business combination accounting, and IT controls, which if not remediated, could affect the accuracy and timeliness of financial reporting[53][54][177][181][182] - As of December 31, 2019, the company's total debt was $358.5 million, and a high debt level could impact financing ability, cash flow, and flexibility to respond to market changes[64][241] - TPG Global, LLC, Clairvest Group Inc., and the Rubenstein family hold significant amounts of the company's common stock, and their interests may differ from other shareholders, significantly influencing company decisions[70][72] Unresolved Staff Comments This report contains no unresolved staff comments - This report contains no unresolved staff comments[86] Properties The company owns and leases multiple facilities in Illinois, including a 58,000 square foot corporate headquarters in Burr Ridge, supporting various operational functions and equipment warehousing - The company owns a 58,000 square foot corporate headquarters in Burr Ridge, Illinois, which integrates service, support, sales, administration, compliance, IT, security, finance, data analytics, and warehousing functions[87] - The company also owns facilities in Peoria, Springfield, Glen Carbon, and Rockford, Illinois, and leases 14 locations for operational support and equipment warehousing[87] Legal Proceedings The company faces various legal actions and claims in its ordinary course of business, including contract and non-compete disputes, with some settlements reached, and management expects no material adverse impact from other ongoing cases - The company is involved in litigation with J&J Ventures Gaming, LLC regarding the legality of contracts signed with 10 licensed establishments in 2012, where the Illinois Supreme Court ruled the IGB has exclusive jurisdiction over the validity and enforceability of such agreements[88][90][309][310] - The company filed a lawsuit against Jason Rowell, alleging breach of non-compete agreements and interference with customer relationships; Jason Rowell also sued the company, claiming he did not receive his rightful equity[91][310] - In 2017, the company settled with Illinois Gold Rush, Inc., paying $3.5 million in cash, issuing 32,745 shares of Class A common stock, and receiving a $3.3 million shareholder note receivable[90][312] - In 2018, the company settled a breach of contract claim with Family Amusements and paid a total of $0.4 million for other contractual and employment matters[90][312] - Illinois Gaming Investors, LLC filed a lawsuit against the company in July 2019, seeking $10 million in damages, alleging breach of non-compete agreements and improper solicitation of customers by the company and its employees[92][312] Mine Safety Disclosures This item is not applicable - This item is not applicable[93] Part II Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities The company's Class A-1 common stock and warrants began trading on the NYSE on November 21, 2019, with 126 Class A-1 and 106 Class A-2 common stockholders as of March 12, 2020, and no cash dividends paid to date - The company's Class A-1 common stock and warrants began trading on the New York Stock Exchange (NYSE) on November 21, 2019, under the ticker symbols "ACEL" and "ACEL.WS", respectively[95] - As of March 12, 2020, the company had 126 holders of Class A-1 common stock and 106 holders of Class A-2 common stock[96] - The company has not paid any cash dividends to date and does not intend to pay cash dividends[97] 2019 Issuer Purchases of Equity Securities | Period | (a) Total number of shares (or units) purchased | (b) Average price paid per share (or unit) | |:---|:---|:---| | November 2019 | 22,939,736 | $10.30 | - As of December 31, 2019, the company had 22,333,308 warrants outstanding, each allowing the purchase of one share of Class A-1 common stock at an exercise price of $11.50[100] - Warrants became exercisable 30 days after the business combination on November 20, 2019, and expire five years from that date or upon earlier redemption or liquidation[100] Relative Stock Price Performance from November 20, 2019 to December 31, 2019 | | 11/20/2019 | 11/29/2019 | 12/31/2019 | |:---|:---|:---|:---|\ | Accel Entertainment | $100.00 | $100.48 | $119.05 | | NASDAQ Composite Index | $100.00 | $101.63 | $105.28 | | RUSSELL 3000 Casinos & Gambling Industry Index | $100.00 | $101.28 | $107.94 | Selected Financial Data This section provides consolidated statements of operations, cash flows, and balance sheet data for the periods ended December 31, 2019, along with key metrics used to monitor company performance and strategic planning Consolidated Statements of Operations, Cash Flows and Other Data (as of December 31) | (in thousands, except key metrics data) | Year 2019 | 2018 | 2017 | |:---|:---|:---|:---|\ | Total net revenues | $424,385 | $331,993 | $248,435 | | Operating income | 13,336 | 24,869 | 18,170 | | (Loss) income before income tax expense | (665) | 15,225 | 10,065 | | Net (loss) income | $ (5,864) | $10,803 | $8,311 | | Net cash provided by operating activities | $45,565 | $44,343 | $33,097 | | Net cash used in investing activities | (151,532) | (73,547) | (70,870) | | Net cash provided by financing activities | 139,141 | 46,122 | 59,081 | | Adjusted EBITDA (1) | $79,594 | $63,815 | $46,865 | | (2) Adjusted net (loss) income | $22,695 | $23,136 | $17,310 | | (3) Licensed establishments | 2,312 | 1,686 | 1,442 | | (4) Video gaming terminals | 10,499 | 7,649 | 6,439 | | (5) Average remaining contract term (years) | 6.9 | 7.6 | 8.3 | | (6) Hold-per-day | $130 | $125 | $115 | Consolidated Balance Sheet Data (as of December 31) | (in thousands) | As of 2019 | December 31, 2018 | |:---|:---|:---|\ | Cash and cash equivalents | $125,403 | $92,229 | | Total current assets | 151,495 | 102,011 | | Property and equipment, net | 119,201 | 92,442 | | Total assets | 509,317 | 335,174 | | Total current liabilities | 54,946 | 85,882 | | Total long-term liabilities | 368,846 | 192,174 | | Stockholders' equity | 85,525 | 57,118 | Management's Discussion and Analysis of Financial Condition and Results of Operations This section provides a detailed discussion of the company's financial condition and operating results for 2019 and 2018, highlighting revenue growth, net loss expansion due to one-time expenses, and strong liquidity Comparison of Operating Results for 2019 vs. 2018 (as of December 31) | (in thousands, except %'s) | Year Ended 2019 | December 31, 2018 | Increase / Decrease Change % | |:---|:---|:---|:---|\ | Net video gaming | $410,636 | $321,711 | 27.6 % | | Amusement | 5,912 | 4,199 | 40.8 % | | ATM fees and other revenue | 7,837 | 6,083 | 28.8 % | | Total revenues | 424,385 | 331,993 | 27.8 % | | Total operating expenses | 411,049 | 307,124 | 33.8 % | | Operating income | 13,336 | 24,869 | (46.4)% | | Net (loss) income | $ (5,864) | $10,803 | (154.3)% | - Total revenues increased by 27.8% to $424.4 million in 2019, primarily driven by a 27.6% increase in video gaming revenue (including $39.6 million from acquisitions) and growth in amusement and ATM services revenue[120] - A net loss of $5.864 million was recorded in 2019, mainly due to a significant 555.6% increase in net other expenses from one-time business combination-related fees and contingent consideration revaluation[119][122] Comparison of Operating Results for 2018 vs. 2017 (as of December 31) | (in thousands, except %'s) | Year Ended 2018 | December 31, 2017 | Increase / Decrease Change % | |:---|:---|:---|:---|\ | Net video gaming | $321,711 | $240,235 | 33.9% | | Amusement | 4,199 | 3,422 | 22.7% | | ATM fees and other revenue | 6,083 | 4,778 | 27.3% | | Total revenues | 331,993 | 248,435 | 33.6% | | Total operating expenses | 307,124 | 230,265 | 33.4% | | Operating income | 24,869 | 18,170 | 36.9% | | Net income | $10,803 | $8,311 | 30.0% | - Total revenues increased by 33.6% to $332.0 million in 2018, primarily driven by a 33.9% increase in video gaming revenue, which included $29.9 million from acquisitions[126] Key Business Metrics (as of December 31) | | 2019 | 2018 | 2017 | |:---|:---|:---|:---|\ | Licensed establishments | 2,312 | 1,686 | 1,442 | | Video gaming terminals | 10,499 | 7,649 | 6,439 | | Average remaining contract term (years) | 6.9 | 7.6 | 8.3 | | Hold-per-day | $130 | $125 | $115 | Adjusted EBITDA and Adjusted Net (Loss) Income (as of December 31) | (in thousands) | 2019 | 2018 | 2017 | |:---|:---|:---|:---|\ | Net (loss) income | $(5,864) | $10,803 | $8,311 | | Adjusted net income | $22,695 | $23,136 | $17,310 | | Adjusted EBITDA | $79,594 | $63,815 | $46,865 | - As of December 31, 2019, the company had $125.4 million in cash and cash equivalents and expects its cash, operating cash flow, and borrowing capacity under its senior secured credit facility to meet capital needs for the next 12 months[142] - The company entered into a new credit agreement on November 13, 2019, including a $100 million revolving credit facility, a $240 million initial term loan, and a $125 million additional term loan, with approximately $106.5 million available as of December 31, 2019[143] Summary of Cash Flows (as of December 31) | (in thousands) | 2019 | 2018 | 2017 | |:---|:---|:---|:---|\ | Net cash provided by operating activities | $45,565 | $44,343 | $33,097 | | Net cash used in investing activities | (151,532) | (73,547) | (70,870) | | Net cash provided by financing activities | 139,141 | 46,122 | 59,081 | - Net cash used in investing activities was $151.5 million in 2019, primarily for business and asset acquisitions and a $30 million investment in convertible notes[151] - The company adopted ASU No. 2014-09 (Topic 606) new revenue standard in Q4 2019, extending the amortization period for route and customer acquisition costs to 12.4 years and resulting in a $2.6 million cumulative impact adjustment to accumulated deficit[164][213] Contractual Obligations (as of December 31, 2019, in thousands of dollars) | | Less than 1 Year | Due in 1 to 3 years | Due in 3 to 5 years | Total | |:---|:---|:---|:---|:---|\ | Credit facility principal payments | $15,000 | $30,000 | $313,500 | $358,500 | | Interest payments on credit facility | 15,612 | 28,697 | 24,133 | 68,442 | | Operating lease obligations | 273 | 246 | 65 | 584 | | Total contractual obligations | $30,885 | $58,943 | $337,698 | $427,526 | Quantitative and Qualitative Disclosures About Market Risk The company primarily faces interest rate risk from its $358.5 million floating-rate debt, with a 1.0% rate increase potentially raising annual interest expense by $3.6 million - The company primarily faces interest rate risk, with $358.5 million in borrowings under its senior secured credit facility as of December 31, 2019[173] - If the underlying interest rate increases by 1.0% (100 basis points), the company's interest expense on floating-rate debt would increase by approximately $3.6 million annually[173] - Inflation has not had a material impact on the company's operating results, cash flows, or financial condition over the past three years[174] Financial Statements and Supplementary Data This item refers to the financial statements, notes, and independent auditor's report starting on page F-1 of this annual report - This item refers to the financial statements, notes, and independent auditor's report starting on page F-1 of this annual report[175] Changes in and Disagreements With Accountants on Accounting and Financial Disclosure This report contains no changes in accountants or disagreements on accounting and financial disclosure - This report contains no changes in accountants or disagreements on accounting and financial disclosure[175] Controls and Procedures The company's disclosure controls and procedures were deemed ineffective due to three material weaknesses in financial statement review, business combination accounting, and IT controls, with remediation plans underway - The company's disclosure controls and procedures were deemed ineffective due to material weaknesses in internal control[177] - The company identified three material weaknesses in internal control: 1) deficiencies in financial statement review and related accounting analysis, entries, and reconciliations; 2) deficiencies in business combination accounting and route and customer acquisition cost accounting; and 3) deficiencies in general information technology controls, including access and change management[181][182] - The company is actively implementing remediation plans, including hiring additional accounting and finance personnel, enhancing accounting policies and procedures, engaging third-party valuation experts, and implementing IT controls under the COSO 2013 framework[182][183] - Due to the preliminary stage of the internal control framework following the business combination, management was unable to assess the effectiveness of internal control as of December 31, 2019[178][180] Other Information This item is not applicable - This item is not applicable[184] Part III Directors, Executive Officers and Corporate Governance The information required for this item is incorporated by reference from the company's definitive proxy statement for the 2020 Annual Meeting of Stockholders - The information required for this item is incorporated by reference from the company's definitive proxy statement for the 2020 Annual Meeting of Stockholders[186] Executive Compensation The information required for this item is incorporated by reference from the company's definitive proxy statement for the 2020 Annual Meeting of Stockholders - The information required for this item is incorporated by reference from the company's definitive proxy statement for the 2020 Annual Meeting of Stockholders[187] Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters The information required for this item is incorporated by reference from the company's definitive proxy statement for the 2020 Annual Meeting of Stockholders - The information required for this item is incorporated by reference from the company's definitive proxy statement for the 2020 Annual Meeting of Stockholders[187] Certain Relationships and Related Transactions, and Director Independence The information required for this item is incorporated by reference from the company's definitive proxy statement for the 2020 Annual Meeting of Stockholders - The information required for this item is incorporated by reference from the company's definitive proxy statement for the 2020 Annual Meeting of Stockholders[187] Principal Accountant Fees and Services The information required for this item is incorporated by reference from the company's definitive proxy statement for the 2020 Annual Meeting of Stockholders - The information required for this item is incorporated by reference from the company's definitive proxy statement for the 2020 Annual Meeting of Stockholders[188] Part IV Exhibits, Financial Statement Schedules This section lists the financial statements starting on page F-1 and provides a detailed exhibit index, including key agreements related to the company's operations and acquisitions - Financial statements are included in the Index to Consolidated Financial Statements on page F-1 of this annual report[188] - Other schedules are omitted because they are not applicable, not required, or the information is included in the consolidated financial statements or notes thereto[189] - The exhibit list includes transaction agreements, organizational documents, equity incentive plans, warrant agreements, registration rights agreements, credit agreements, and other material documents related to acquisitions and employment agreements[190][191] FORM 10-K Summary This report does not contain a Form 10-K summary - This report does not contain a Form 10-K summary[192] FINANCIAL STATEMENTS Report of Independent Registered Public Accounting Firm KPMG LLP issued an unqualified opinion on Accel Entertainment, Inc.'s consolidated financial statements for 2019 and 2018, noting changes in revenue recognition and a business combination treated as a reverse recapitalization - KPMG LLP issued an unqualified opinion on Accel Entertainment, Inc.'s consolidated financial statements as of December 31, 2019, and 2018[196] - The company changed its accounting method for revenue recognition, adopting ASU No. 2014-09, effective January 1, 2019[196] - The company completed a business combination on November 20, 2019, which was accounted for as a reverse recapitalization[196] Consolidated Statements of Operations The consolidated statements show a net loss of $5.864 million in 2019, contrasting with net income in prior years, driven by increased operating expenses and interest expense despite higher total net revenues Key Data from Consolidated Statements of Operations (as of December 31, in thousands of dollars) | (In thousands, except per share amounts) | 2019 | 2018 | 2017 | |:---|:---|:---|:---|\ | Total net revenues | $424,385 | $331,993 | $248,435 | | Operating income | 13,336 | 24,869 | 18,170 | | (Loss) income before income tax expense | (665) | 15,225 | 10,065 | | Net (loss) income | $(5,864) | $10,803 | $8,311 | | Net (loss) income per common share: Basic | $(0.09) | $0.19 | $0.15 | | Net (loss) income per common share: Diluted | $(0.09) | $0.17 | $0.14 | | Weighted average number of shares outstanding: Basic | 61,850 | 57,621 | 56,321 | | Weighted average number of shares outstanding: Diluted | 61,850 | 62,182 | 59,408 | Consolidated Balance Sheets As of December 31, 2019, total assets increased to $509.3 million, primarily due to higher cash, property, and intangible assets, while total liabilities also rose to $423.8 million, reflecting increased debt and contingent consideration Key Data from Consolidated Balance Sheets (as of December 31, in thousands of dollars) | (In thousands, except par value and share amounts) | December 2019 | 31, 2018 | |:---|:---|:---|\ | Cash | $125,403 | $92,229 | | Total current assets | 151,495 | 102,011 | | Property and equipment, net | 119,201 | 92,442 | | Route and customer acquisition costs, net | 17,399 | 13,994 | | Location contracts acquired, net | 166,783 | 126,038 | | Goodwill | 34,511 | — | | Total assets | $509,317 | $335,174 | | Current maturities of debt | $15,000 | $62,500 | | Total current liabilities | 54,946 | 85,882 | | Debt, net of current maturities | 334,692 | 168,895 | | Consideration payable, less current portion | 16,426 | 9,020 | | Total long-term liabilities | 368,846 | 192,174 | | Total stockholders' equity | 85,525 | 57,118 | | Total liabilities and equity | $509,317 | $335,174 | Consolidated Statements of Stockholders' Equity Total stockholders' equity increased to $85.525 million by December 31, 2019, primarily reflecting a net equity infusion from the reverse recapitalization and a cumulative adjustment from accounting standard changes Key Data from Consolidated Statements of Stockholders' Equity (as of December 31, in thousands of dollars) | (In thousands, except shares) | Class A-1 Common Stock Amount | Additional Paid-In Capital (1) | Treasury Stock Amount | Accumulated Deficit | Total Stockholders' Equity | |:---|:---|:---|:---|:---|:---|\ | Balance, January 1, 2017 | $5 | $60,667 | $(217) | $(36,316) | $24,139 | | Balance, December 31, 2017 | $6 | $75,801 | $0 | $(28,005) | $44,534 | | Balance, December 31, 2018 | $6 | $80,146 | $(5,832) | $(17,202) | $57,118 | | Net equity infusion from reverse recapitalization | $2 | $21,847 | $7,412 | $0 | $29,262 | | Cumulative transition adjustment for adoption of Topic 606, net of taxes | $0 | $0 | $0 | $2,596 | $2,596 | | Net loss | $0 | $0 | $0 | $(5,864) | $(5,864) | | Balance, December 31, 2019 | $8 | $105,986 | $0 | $(20,470) | $85,525 | - The reverse recapitalization completed on November 20, 2019, resulted in a net equity infusion of $29.262 million[203][228] - The adoption of Topic 606 new revenue standard resulted in a $2.596 million cumulative transition adjustment, net of taxes, to accumulated deficit[203][213] Consolidated Statements of Cash Flows Net cash provided by operating activities was $45.565 million in 2019, with significant cash used in investing activities for acquisitions and a convertible note, and cash provided by financing activities for credit facility borrowings Key Data from Consolidated Statements of Cash Flows (as of December 31, in thousands of dollars) | (In thousands) | 2019 | 2018 | 2017 | |:---|:---|:---|:---|\ | Net cash provided by operating activities | $45,565 | $44,343 | $33,097 | | Net cash used in investing activities | (151,532) | (73,547) | (70,870) | | Net cash provided by financing activities | 139,141 | 46,122 | 59,081 | | Net increase in cash | 33,174 | 16,918 | 21,308 | | Cash: End of year | $125,403 | $92,229 | $75,311 | - Net cash used in investing activities was $151.5 million in 2019, an increase of $78 million from 2018, primarily due to business and asset acquisitions and a $30 million investment in convertible notes[151][205] - Net cash provided by financing activities was $139.1 million in 2019, an increase of $93 million from 2018, mainly due to increased credit facility borrowings to support business and asset acquisitions[153][205] Note 1. Description of Business Accel Entertainment, Inc. is an Illinois-licensed terminal operator, operating 10,499 VGTs at 2,312 locations as of December 31, 2019, following a reverse recapitalization business combination in November 2019 - Accel Entertainment, Inc. and its subsidiary, Accel Entertainment Gaming LLC, are Illinois Gaming Board-licensed terminal operators, primarily installing and operating VGTs, redemption terminals, and amusement equipment in Illinois[210] - As of December 31, 2019, the company operated 10,499 VGTs across 2,312 locations[210] - On November 20, 2019, TPG Pace Holdings Corp. acquired Accel Entertainment, Inc. through a business combination and changed its name to Accel Entertainment, Inc., with the transaction accounted for as a reverse recapitalization[210][224] - The company is an "emerging growth company" and has elected to extend the transition period for complying with new accounting standards[210] Note 2. Summary of Significant Accounting Policies This section outlines key accounting policies, including the adoption of ASU No. 2014-09 (Topic 606) in Q4 2019, which extended amortization periods for route and customer acquisition costs and resulted in a $2.6 million cumulative adjustment to accumulated deficit - The company adopted ASU No. 2014-09 (Topic 606) revenue recognition standard in Q4 2019, electing the modified retrospective method and applying the standard to all contracts not completed as of January 1, 2019[211] - The adoption of Topic 606 extended the amortization period for route and customer acquisition costs to 12.4 years, resulting in a $2.6 million cumulative impact adjustment to accumulated deficit and a $1.1 million reduction in amortization expense for the year[213][237] - The company recognizes video gaming terminal revenue as the net cash generated from gaming activity, which is the difference between amounts wagered and amounts paid out, with revenue recognized at the completion of each game[216][218][219] - Route and customer acquisition costs are recorded at the net present value of future payments and amortized on a straight-line basis over the contract term, including expected renewal periods, discounted at the company's incremental borrowing rate[219] - Business combinations are accounted for using the acquisition method, with acquisition costs allocated to tangible and identifiable intangible assets (primarily location contracts) and liabilities, and goodwill representing the excess of the purchase price over net identifiable assets[219][220] Estimated Useful Lives of Property and Equipment | | Years | |:---|:---|\ | Video game terminals and equipment | 7 | | Amusement and other equipment | 7 | | Office equipment and furniture | 7 | | Computer equipment and software | 3-5 | | Leasehold improvements | 5 | | Vehicles | 5 | | Buildings and improvements | 15-29 | Note 3. Reverse Recapitalization On November 20, 2019, TPG Pace Holdings Corp. acquired Accel Entertainment, Inc. in a business combination treated as a reverse recapitalization, resulting in a $29.262 million net equity infusion and a new capital structure - On November 20, 2019, TPG Pace Holdings Corp. acquired all issued and outstanding shares of Accel Entertainment, Inc. through a business combination and changed its name to Accel Entertainment, Inc., with the transaction accounted for as a reverse recapitalization[224] - The consideration for the transaction included cash, Class A-1 common stock, 2019 warrants, and Class A-2 common stock[224][226] - Approximately $48 million was raised through an investment in a private placement to fund a portion of the cash consideration[227] - The reverse recapitalization resulted in a net equity infusion of $29.262 million[228] Capital Structure After Reverse Recapitalization (as of November 20, 2019) | | Number of Shares | |:---|:---|\ | Total Shares of Accel Stock on November 20, 2019 | 3,610,705 | | Effect of exchange ratio to convert Accel stock to A-1 Common Stock | 62,062,715 | | Shares issued in reverse recapitalization | 14,574,755 | | Total A-1 Common Stock | 76,637,470 | | Class A-2 Shares | 4,999,999 | | Warrants to purchase Class A-1 Share | 22,333,308 | Note 4. Investment in Convertible Note The company invested $30 million in 3% convertible notes in 2019, which are convertible into common stock of another terminal operator and are subordinate to that operator's credit facility - The company purchased $5 million and $25 million in convertible notes on July 19 and October 11, 2019, respectively, totaling $30 million with an annual interest rate of 3%[232] - The company has the option to convert the notes into common stock of another terminal operator, and these notes are subordinate to that terminal operator's credit facility[232] - As of December 31, 2019, the carrying value of the investment in convertible notes was substantially consistent with its fair value[232] Note 5. Property and Equipment Net property and equipment increased to $119.2 million as of December 31, 2019, with depreciation and amortization expenses of $26.4 million for the year Composition of Property and Equipment (as of December 31, in thousands of dollars) | | 2019 | 2018 | |:---|:---|:---|\ | Video game terminals and equipment | $166,850 | $126,043 | | Amusement and other equipment | 16,417 | 12,539 | | Office equipment and furniture | 1,540 | 1,827 | | Computer equipment and software | 8,715 | 5,092 | | Leasehold improvements | 44 | 44 | | Vehicles | 9,304 | 7,174 | | Buildings and improvements | 12,075 | 9,365 | | Land | 911 | 883 | | Construction in progress | 768 | 1,339 | | Total property and equipment | 216,624 | 164,306 | | Less accumulated depreciation and amortization | (97,423) | (71,864) | | Property and equipment, net | $119,201 | $92,442 | - Depreciation and amortization expense for property and equipment was $26.4 million in 2019, $20.8 million in 2018, and $16.8 million in 2017[235] Note 6. Route and Customer Acquisition Costs Route and customer acquisition costs, representing payments for VGT installation and operation contracts, were $17.399 million net as of December 31, 2019, with amortization expenses reduced by the adoption of Topic 606 - Route and customer acquisition costs are fees paid by the company to third parties and licensed video gaming establishments for contracts allowing the company to install and operate VGTs[236] - These costs are recorded at the net present value of future payments and amortized on a straight-line basis over the contract term, including expected renewal periods[236][237] Route and Customer Acquisition Costs (as of December 31, in thousands of dollars) | | 2019 | 2018 | |:---|:---|:---|\ | Cost | $28,501 | $27,726 | | Accumulated amortization | (11,102) | (13,732) | | Route and customer acquisition costs, net | $17,399 | $13,994 | - As of December 31, 2019, the net present value of route and customer acquisition costs payable was $6.5 million, with $1.7 million included in current liabilities[236] - Amortization expense was $1.7 million in 2019, down from $3.9 million in 2018 and $3.3 million in 2017, primarily due to the extended amortization period from adopting ASC Topic 606[237] Note 7. Location Contracts Acquired Acquired location contracts, recorded as intangible assets at fair value, were $166.8 million net as of December 31, 2019, with amortization expenses of $16.2 million for the year and projected annual amortization of $20.475 million for the next five years - Acquired location contracts are recorded as intangible assets at their fair value at the time of acquisition and amortized on a straight-line basis over an estimated useful life of 10 years[219][238] Acquired Location Contracts (as of December 31, in thousands of dollars) | | 2019 | 2018 | |:---|:---|:---|\ | Cost | $204,353 | $147,341 | | Accumulated amortization | (37,570) | (21,302) | | Location contracts acquired, net | $166,783 | $126,038 | - Amortization expense for location contracts was $16.2 million in 2019, $10.8 million in 2018, and $6.5 million in 2017[239] Estimated Amortization Expense for Acquired Location Contracts (in thousands of dollars) | Year ending December 31: | | |:---|:---|\ | 2020 | 20,475 | | 2021 | 20,475 | | 2022 | 20,475 | | 2023 | 20,475 | | 2024 | 20,267 | | Thereafter | 64,615 | | Total | 166,783 | Note 8. Goodwill The company recognized $34.5 million in goodwill from the Grand River Jackpot acquisition in September 2019, with $27.3 million tax-deductible, and no impairment was identified in the annual test - The company recognized $34.5 million in goodwill from the acquisition of Grand River Jackpot on September 16, 2019, of which $27.3 million is tax-deductible[240][250] - The company had no goodwill prior to the Grand River Jackpot acquisition[240] - In its annual impairment test on October 1, 2019, the company performed a qualitative assessment, considering historical performance, existing market growth opportunities, and new markets and products, concluding that goodwill was not impaired[240] Note 9. Debt As of December 31, 2019, the company's total debt was $358.5 million, primarily from a new senior secured credit facility, with a weighted average interest rate of approximately 4.45% and compliance with all debt covenants Company Debt Composition (as of December 31, in thousands of dollars) | | 2019 | 2018 | |:---|:---|:---|\ | New Credit Facility: Revolving credit facility | $58,500 | $0 | | New Credit Facility: Term Loan | 240,000 | $0 | | New Credit Facility: Delayed Draw Term Loan (DDTL) | 60,000 | $0 | | Prior Credit Facility: Line of credit | $0 | $50,000 | | Prior Credit Facility: Contract draw loan | $0 | $67,000 | | Prior Credit Facility: Term loans | $0 | $115,625 | | Total debt | $358,500 | $232,625 | | Less: Debt issuance costs | (8,808) | (1,230) | | Total debt, net of debt issuance costs | $349,692 | $231,395 | | Less: Current maturities | (15,000) | (62,500) | | Total debt, net of current maturities | $334,692 | $168,895 | - The company entered into a new senior secured credit facility on November 13, 2019, comprising a $100 million revolving credit facility, a $240 million initial term loan, and a $125 million additional term loan, with approximately $106.5 million available as of December 31, 2019[243] - Borrowings under the new credit facility bear interest at a floating rate (LIBOR or ABR plus an applicable margin), with a weighted average interest rate of approximately 4.45% as of December 31, 2019[243] - The term loan and delayed draw term loan will amortize at an annual rate of approximately 5.00%, with all loans maturing on November 13, 2024[243] - The company repaid its prior credit facility in November 2019, recording a $1.1 million loss on debt extinguishment[247] - The company was in compliance with all debt covenants as of December 31, 2019[245] Principal Maturities of Long-Term Debt (as of December 31, 2019, in thousands of dollars) | Year ending December 31: | | |:---|:---|\ | 2020 | 15,000 | | 2021 | 15,000 | | 2022 | 15,000 | | 2023 | 15,000 | | 2024 | 298,500 | | Total debt | 358,500 | Note 10. Business and Asset Acquisitions The company achieved growth through various business and asset acquisitions, including Grand River Jackpot for $113.7 million in 2019, which added 2,009 VGTs and over 450 locations, and other acquisitions in prior years - On September 16, 2019, the company acquired Grand River Jackpot for a total consideration of $113.7 million, adding 2,009 VGTs and over 450 licensed establishments, and generating $34.5 million in goodwill[250][251] - The consideration for Grand River Jackpot included $100 million in cash, $6.6 million in working capital adjustments, and $7.1 million in contingent consideration[250] - On September 23, 2019, the company acquired assets of Illinois Gaming Systems, LLC for $2.4 million in cash and $2.3 million in notes payable, including 139 VGTs and 29 licensed establishments[254] - In 2018, the company completed several business acquisitions, including Quad B, Skyhigh Gaming, G3 Gaming, Mike's Amusements, and Family Amusement, for a total consideration of $63.745 million[255] - In 2017, the company acquired Fair Share Gaming for a total consideration of $65.119 million, including cash, common stock, contingent stock consideration, and accounts payable[262][263] Current and Long-Term Portions of Contingent Consideration (as of December 31, in thousands of dollars) | | Current 2019 | Long-Term 2019 | Current 2018 | Long-Term 2018 | |:---|:---|:---|:---|:---|\ | TAV | $490 | $3,497 | $194 | $1,232 | | Abraham | 55 | — | 207 | — | | Fair Share Gaming | 1,057 | 899 | 1,027 | — | | Family Amusement | 293 | 2,815 | 357 | 3,011 | | Skyhigh | 763 | 3,948 | 550 | 3,971 | | G3 | 2,952 | 154 | 221 | 806 | | Grand River | 2,304 | 5,113 | — | — | | IGS | 2,379 | — | — | — | | Total | $10,293 | $16,426 | $2,556 | $9,020 | Note 11. Fair Value Measurements The company measures financial instruments at fair value using a three-level hierarchy, with convertible notes and contingent consideration valued using Level 3 unobservable inputs and changes recognized in net other expenses - The company measures financial instruments at fair value in accordance with ASC Topic 820, categorizing them into Level 1, Level 2, and Level 3 based on the observability of inputs[272] - Convertible notes are valued using a binomial lattice model and classified as Level 3 fair value measurements due to significant unobservable inputs[274] - Contingent consideration is valued using a discounted cash flow analysis, updated periodically, with changes in fair value recognized in net other expenses in the consolidated statements of operations[275][276] Fair Value of Contingent Consideration (as of December 31, in thousands of dollars) | Liabilities: | December 2019 | Fair Value Measurement at Reporting Date Using Significant Unobservable Inputs (Level 3) | |:---|:---|:---|\ | Contingent consideration | $17,327 | $17,327 | | Liabilities: | December 2018 | Fair Value Measurement at Reporting Date Using Significant Unobservable Inputs (Level 3) | | Contingent consideration | $6,782 | $6,782 | Changes in Fair Value of Contingent Consideration (as of December 31, in thousands of dollars) | Liabilities: Contingent consideration: | 2019 | 2018 | 2017 | |:---|:---|:---|:---|\ | Beginning of year balance | $6,782 | $785 | $190 | | Issuance of contingent consideration in connection with acquisitions | 7,216 | 5,350 | 595 | | Payment of contingent consideration | (1,658) | (387) | — | | Additional accruals included in earnings | 4,987 | 1,034 | — | | Ending balance | $17,327 | $6,782 | $785 | Note 12. Stockholders' Equity Following the reverse recapitalization, the company's authorized capital includes preferred, Class A-1, and Class A-2 common stock, with Class A-2 shares convertible to Class A-1 upon meeting specific conditions - The company is authorized to issue 1,000,000 shares of preferred stock, 250,000,000 shares of Class A-1 common stock, and 10,000,000 shares of Class A-2 common stock[277] - Holders of Class A-1 common stock are entitled to one vote per share and have rights to dividends and distributions[278] - Class A-2 common stock has no voting or dividend rights but is convertible into Class A-1 common stock in three tranches upon meeting specific LTM EBITDA or Class A-1 share price trigger conditions[278][279] - On January 14, 2020, the market condition for the conversion of the first tranche (1,666,666 shares) of Class A-2 common stock was met, and these shares were converted into Class A-1 common stock[279][318] - As of December 31, 2019, the company had 22,333,308 warrants for Class A-1 common stock and 2,376,700 options for Class A-1 common stock outstanding[286] - The company has reserved 29,710,007 shares of Class A-1 common stock for future issuance[286] Note 13. Video Gaming Terminal Fees Net terminal income is subject to a 33% state tax and a 0.8513% administrative fee, with the remaining profit split 50/50 between the company and licensed locations, totaling $133.2 million in fees for 2019 - Under the Illinois Video Gaming Act, net terminal income is subject to a 33% state tax (increased from 30% effective July 2019)[287] - An administrative fee of 0.8513% is also payable (increased from 0.7275% effective July 2018)[287] - After deducting taxes and fees, the remaining net terminal income is split 50/50 between the company and the licensed video gaming establishment[287] - Total video gaming terminal fees were $133.2 million in 2019, $99.1 million in 2018, and $73.8 million in 2017[287] Note 14. Employee Benefit Plans The company offers a 401(k) plan with a 50% employer match and provides incentive compensation, with total 401(k) expenses of approximately $0.6 million and bonus expenses of $2.1 million in 2019 - The company offers a 401(k) benefit plan for eligible employees, providing a 50% employer match (up to 5% of employee compensation) since February 2017, with employees fully vested after one year[288] - 401(k) benefit plan expenses were approximately $0.6 million in 2019, $0.5 million in 2018, and $0.2 million in 2017[288] - Incentive compensation plan bonus expenses were $2.1 million in 2019, $1.8 million in 2018, and $1.6 million in 2017[289] Note 15. Stock-based Compensation The company grants stock options under equity incentive plans, typically vesting over three to five years, with fair value estimated using the Black-Scholes model, resulting in $2.2 million in stock-based compensation expense for 2019 - The company grants stock options to employees under its 2011 and 2016 equity incentive plans, with options typically vesting over three to five years and exercise prices not less than 100% of the common stock's fair market value on the grant date[291] - The company uses the Black-Scholes model to estimate the fair value of stock options, considering volatility of comparable public companies, expected dividends, expected term, risk-free rate, and stock price[293] Option Valuation Model Assumptions (as of December 31) | | 2019 * | 2018 | 2017 | |:---|:---|:---|:---|\ | Expected approximate volatility | None | 35% | 35% | | Expected dividends | None | None | None | | Expected term (in years) | None | 3-5 | 5 | | Risk-free rate | None | 2.41% - 2.62% | 1.81% - 2.18% | | Stock price | None | $4 - $5 | $3 - $4 | * there were no options granted in 2019 - Stock-based compensation expense was $2.2 million in 2019, $0.5 million in 2018, and $0.8 million in 2017[297] - As of December 31, 2019, unrecognized compensation expense was approximately $0.9 million, expected to be recognized through 2021[297] Note 16. Income Taxes The company recognized $5.2 million in income tax expense in 2019, influenced by state income taxes and permanent items, and holds federal and state net operating loss carryforwards - The company recognized income tax expense of $5.2 million in 2019, $4.4 million in 2018, and $1.8 million in 2017[299][300] - The 2017 Tax Cuts and Jobs Act resulted in a revaluation of the company's deferred tax assets and liabilities, generating a $1.8 million benefit[301] Deferred Tax Assets and Liabilities (as of December 31, in thousands of dollars) | | 2019 | 2018 | |:---|:---|:---|\ | Deferred tax assets: Net operating loss carryforwards | $6,633 | $4,192 | | Deferred tax assets: Location contracts acquired | 4,699 | 1,887 | | Deferred tax assets: Other | 260 | 1,032 | | Deferred tax assets: Total | 11,592 | 7,111 | | Deferred tax liabilities: Property and equipment | 24,568 | 16,006 | | Net deferred tax liability | $(12,976) | $(8,895) | Net Operating Loss Carryforwards (as of December 31, in thousands of dollars) | | 2019 Amount | Expiration | 2018 Amount | Expiration | |:---|:---|:---|:---|:---|\ | Federal net operating losses | $27,873 | 2033 - 2039 | $17,942 | 2031 - 2038 | | State net operating losses | 14,454 | 2024 - 2031 | 5,655 | 2023 - 2030 | Note 17. Commitments and Contingencies The company has various commitments, including lease obligations and earnout payments, and faces multiple legal proceedings, with management expecting no material adverse impact from most ongoing cases - The company has lease obligations for office space, with rent expense of approximately $0.3 million in 2019 and future minimum payments of $0.584 million through December 2023[306][307] - The company has future location earnout payments related to business acquisitions and salary and potential severance payments under employment agreements[307][308] - The company is involved in litigation with J&J Ventures Gaming, LLC regarding the legality of contracts signed with 10 licensed establishments in 2012, where the Illinois Supreme Court ruled the IGB has exclusive jurisdiction over the validity and enforceability of such agreements[309][310] - The company filed a lawsuit against Jason Rowell, alleging breach of non-compete agreements and interference with customer relationships; Jason Rowell also sued the company, claiming he did not receive his rightful equity[310] - Illinois Gaming Investors, LLC filed a lawsuit against the company in July 2019, seeking $10 million in damages, alleging breach of non-compete agreements and improper solicitation of customers by the company and its employees[312] Note 18. Related-Party Transactions The company engages in related-party transactions, including legal service payments, investment banking fees to Raine Group, and a $2.9 million payment by a Class A common stockholder for audit services in 2019 - The company previously engaged in stock repurchases and cashless option conversions with certain officers and employees and collected shareholder notes receivable, which were fully paid prior to the reverse recapitalization[313] - The company paid legal service fees to Much Shelist, P.C., a related-party legal counsel, totaling $0.6 million in 2019, $0.3 million in 2018, and $0.6 million in 2017[313] - In 2019, the company paid $11 million in investment banking service fees to Raine Group, a director of which is also a director of the company[313] - In Q3 2019, a Class A common stockholder paid $2.9 million in service fees to the independent registered public accounting firm on behalf of the company, which was recorded in net other expenses and additional paid-in capital[315] Note 19. Earnings Per Share Weighted average shares outstanding were retrospectively adjusted for the reverse recapitalization, resulting in a basic and diluted net loss per share of -$0.09 in 2019, with anti-dilutive securities excluded from diluted EPS calculations - The company retrospectively adjusted the weighted average number of shares outstanding for the reverse recapitalization[316] Earnings Per Share Composition (as of December 31, in thousands of dollars, except per share amounts) | | 2019 | 2018 | 2017 | |:---|:---|:---|:---|\ | Net (loss) income | $(5,864) | $10,803 | $8,311 | | Basic weighted average outstanding shares of common stock | 61,850 | 57,621 | 56,321 | | Diluted weighted average outstanding shares of common stock | 61,850 | 62,182 | 59,408 | | Earnings (loss) per share: Basic | $(0.09) | $0.19 | $0.15 | | Earnings (loss) per share: Diluted | $(0.09) | $0.17 | $0.14 | - There was no difference between basic and diluted weighted average common shares outstanding in 2019 due to the company being in a net loss position[317] - In 2019, 2018, and 2017, 28,561,724, 439,167, and 629,960 anti-dilutive stock options, Class A-2 shares, and warrants, respectively, were excluded from the diluted earnings per share calculation[317] Note 20. Subsequent Events On January 14, 2020, the market condition for the conversion of Tranche I of Class A-2 shares was met, resulting in the conversion of 1,666,666 Class A-2 shares into Class A-1 shares - On January 14, 2020, the market condition for the conversion of Tranche I of Class A-2 shares was met, and 1,666,666 Class A-2 shares were converted into Class A-1 shares[318]