0001698991-22-000017 | 10-Q | XBRL Viewer

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Cover Page - shares	3 Months Ended
Cover Page - shares	Mar. 31, 2022	May 02, 2022
Cover [Abstract]
Document Type	10-Q
Document Annual Report	true
Document Period End Date	Mar. 31, 2022
Document Transition Report	false
Entity File Number	001-38136
Entity Registrant Name	Accel Entertainment, Inc.
Entity Incorporation, State or Country Code	DE
Entity Tax Identification Number	98-1350261
Entity Address, Address Line One	140 Tower Drive
Entity Address, City or Town	Burr Ridge
Entity Address, State or Province	IL
Entity Address, Postal Zip Code	60527
City Area Code	630
Local Phone Number	972-2235
Title of 12(b) Security	Class A-1 Common Stock, par value $.0001 per share
Trading Symbol	ACEL
Security Exchange Name	NYSE
Entity Current Reporting Status	Yes
Entity Interactive Data Current	Yes
Entity Filer Category	Accelerated Filer
Entity Small Business	false
Entity Emerging Growth Company	true
Entity Ex Transition Period	false
Entity Shell Company	false
Entity Common Stock, Shares Outstanding		92,051,003
Amendment Flag	false
Document Fiscal Year End Date	--12-31
Document Fiscal Year Focus	2022
Document Fiscal Period Focus	Q1
Entity Central Index Key	0001698991

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME - USD ($) shares in Thousands, $ in Thousands	3 Months Ended
	Mar. 31, 2022	Mar. 31, 2021
Total net revenues	$ 196,891	$ 147,069
Operating expenses:
Cost of revenue (exclusive of depreciation and amortization expense shown below)	132,620	98,891
General and administrative	31,119	24,475
Depreciation and amortization of property and equipment	5,841	5,989
Amortization of route and customer acquisition costs and location contracts acquired	3,548	6,106
Other expenses, net	2,556	2,053
Total operating expenses	175,684	137,514
Operating income	21,207	9,555
Interest expense, net	4,001	3,344
(Gain) loss on change in fair value of contingent earnout shares	(3,417)	2,797
Income before income tax expense	20,623	3,414
Income tax expense	4,835	1,913
Net income	$ 15,788	$ 1,501
Net income per common share:
Basic (in usd per share)	$ 0.17	$ 0.02
Diluted (in usd per share)	$ 0.17	$ 0.02
Weighted average number of shares outstanding:
Basic (in shares)	92,993	93,471
Diluted (in shares)	93,741	94,280
Comprehensive income
Net income	$ 15,788	$ 1,501
Unrealized gain on investment in convertible notes (net of income taxes of $0 and $187, respectively)	0	469
Unrealized gain on interest rate caplets (net of income taxes of $1,934 and $0, respectively)	4,864	0
Comprehensive income	20,652	1,970
Net gaming
Total net revenues	188,462	140,464
Amusement
Total net revenues	4,990	4,049
ATM fees and other revenue
Total net revenues	$ 3,439	$ 2,556

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME (Parenthetical) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2022	Mar. 31, 2021
Income Statement [Abstract]
Income taxes for unrealized gain on investment in convertible notes	$ 0	$ 187
Income taxes for unrealized gain on interest rate caplets	$ 1,934	$ 0

CONDENSED CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands	Mar. 31, 2022	Dec. 31, 2021
Current assets:
Cash and cash equivalents	$ 194,898	$ 198,786
Prepaid expenses	6,279	6,998
Interest rate caplets	10,532	0
Investment in convertible notes	32,065	32,065
Other current assets	10,830	10,146
Total current assets	254,604	247,995
Property and equipment, net	157,278	152,251
Other noncurrent assets:
Route and customer acquisition costs, net	15,935	15,913
Location contracts acquired, net	147,397	150,672
Goodwill	46,199	46,199
Other assets	3,101	3,043
Total other noncurrent assets	212,632	215,827
Total assets	624,514	616,073
Current liabilities:
Current maturities of debt	18,457	17,500
Current portion of route and customer acquisition costs payable	2,043	2,079
Accrued location gaming expense	3,359	3,969
Accrued state gaming expense	12,769	11,441
Accounts payable and other accrued expenses	19,397	14,616
Accrued compensation and related expenses	4,244	8,886
Current portion of consideration payable	12,101	13,344
Total current liabilities	72,370	71,835
Long-term liabilities:
Debt, net of current maturities	323,057	324,022
Route and customer acquisition costs payable, less current portion	3,871	3,953
Consideration payable, less current portion	12,006	12,706
Contingent earnout share liability	39,414	42,831
Warrant and other long-term liabilities	17	17
Deferred income tax liability	6,957	2,248
Total long-term liabilities	385,322	385,777
Stockholders’ equity:
Preferred Stock, par value of $0.0001; 1,000,000 shares authorized; 0 shares issued and outstanding at March 31, 2022 and December 31, 2021	0	0
Class A-1 Common Stock, par value $0.0001; 250,000,000 shares authorized; 92,484,542 shares issued and outstanding at March 31, 2022; 93,410,563 shares issued and outstanding at December 31, 2021	9	9
Additional paid-in capital	189,299	187,656
Treasury stock, at cost	(22,917)	(8,983)
Accumulated other comprehensive income	4,864	0
Accumulated deficit	(4,433)	(20,221)
Total stockholders' equity	166,822	158,461
Total liabilities and stockholders' equity	$ 624,514	$ 616,073

CONDENSED CONSOLIDATED BALANCE SHEETS (Parenthetical) - $ / shares	Mar. 31, 2022	Dec. 31, 2021
Preferred stock, par value (in usd per share)	$ 0.0001	$ 0.0001
Preferred stock, authorized (in shares)	1,000,000	1,000,000
Preferred stock, issued (in shares)	0	0
Preferred stock, outstanding (in shares)	0	0
Class A-1 Common Stock
Common stock, par value (in usd per share)	$ 0.0001	$ 0.0001
Common stock, shares authorized (in shares)	250,000,000	250,000,000
Common stock, shares issued (in shares)	92,484,542	93,410,563
Common stock, shares outstanding (in shares)	92,484,542	93,410,563

CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS EQUITY - USD ($) $ in Thousands	Total	Common Stock	Additional Paid-In Capital	Treasury Stock	Accumulated Other Comprehensive Income	Accumulated Deficit
Beginning balance (in shares) at Dec. 31, 2020		93,379,508
Beginning balance at Dec. 31, 2020	$ 127,871	$ 9	$ 179,549		$ 93	$ (51,780)
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Stock-based compensation	1,593		1,593
Unrealized gain on interest rate caplets	0
Unrealized gain on investment in convertible notes	469				469
Net income	1,501					1,501
Ending balance (in shares) at Mar. 31, 2021		93,379,508
Ending balance at Mar. 31, 2021	131,434	$ 9	181,142		562	(50,279)
Beginning balance (in shares) at Dec. 31, 2021		93,410,563		(701,305)
Beginning balance at Dec. 31, 2021	$ 158,461	$ 9	187,656	$ (8,983)	0	(20,221)
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Repurchase of common stock (in shares)	(1,087,990)	(1,087,990)		(1,087,990)
Repurchase of common stock	$ (13,934)			$ (13,934)
Stock-based compensation	1,605		1,605
Exercise of stock-based awards (in shares)		161,969
Exercise of stock-based awards	38		38
Unrealized gain on interest rate caplets	4,864				4,864
Unrealized gain on investment in convertible notes	0
Net income	15,788					15,788
Ending balance (in shares) at Mar. 31, 2022		92,484,542		(1,789,295)
Ending balance at Mar. 31, 2022	$ 166,822	$ 9	$ 189,299	$ (22,917)	$ 4,864	$ (4,433)

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2022	Mar. 31, 2021
Cash flows from operating activities:
Net income	$ 15,788	$ 1,501
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization of property and equipment	5,841	5,989
Amortization of route and customer acquisition costs and location contracts acquired	3,548	6,106
Amortization of debt issuance costs	626	504
(Gain) loss on change in fair value of contingent earnout shares	(3,417)	2,797
Stock-based compensation	1,605	1,593
(Gain) on disposal of property and equipment	(105)	(34)
Net loss on write-off of route and customer acquisition costs and route and customer acquisition costs payable	174	104
Remeasurement of contingent consideration	(385)	228
Payments on consideration payable	(1,116)	(89)
Accretion of interest on route and customer acquisition costs payable, contingent consideration, and contingent stock consideration	708	615
Deferred income taxes	2,775	1,700
Changes in operating assets and liabilities:
Prepaid expenses and other current assets	199	(908)
Income taxes receivable	0	3,341
Route and customer acquisition costs	(469)	(650)
Route and customer acquisition costs payable	(184)	39
Accounts payable and accrued expenses	1,173	(886)
Accrued compensation and related expenses	(4,642)	(335)
Other assets	(58)	(29)
Net cash provided by operating activities	22,061	21,586
Cash flows from investing activities:
Purchases of property and equipment	(6,752)	(2,044)
Proceeds from the sale of property and equipment	365	65
Business and asset acquisitions, net of cash acquired	0	(483)
Net cash used in investing activities	(6,387)	(2,462)
Cash flows from financing activities:
Payments on term loan	0	(3,000)
Payments on delayed draw term loans	0	(1,563)
Proceeds from line of credit	0	27,000
Payments on line of credit	(4,375)	(3,000)
Payments for repurchase of common stock	(13,934)	0
Payments on interest rate caplets	(157)	0
Proceeds from exercise of stock options and warrants	38	0
Payments on consideration payable	(1,084)	(334)
Tax withholding on share-based payments	(50)	0
Net cash (used in) provided by financing activities	(19,562)	19,103
Net (decrease) increase in cash and cash equivalents	(3,888)	38,227
Cash and cash equivalents:
Beginning of period	198,786	134,451
End of period	194,898	172,678
Supplemental disclosures of cash flow information:
Interest	3,386	3,008
Income taxes	(204)	0
Supplemental schedules of noncash investing and financing activities:
Purchases of property and equipment in accounts payable and accrued liabilities	4,338	3,853
Deferred premium on interest rate caplets	3,898	0
Acquisition of businesses and assets:
Total identifiable net assets acquired	0	483
Cash purchase price	$ 0	$ 483

Description of Business	3 Months Ended
Description of Business	Mar. 31, 2022
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Description of Business	Description of Business Accel Entertainment, Inc.'s (and together with its subsidiaries, the “Company”) wholly owned subsidiary, Accel Entertainment Gaming LLC, is a terminal operator licensed by the State of Illinois Gaming Board (“IGB”) since March 15, 2012. Its terminal operator license allows the Company to install and operate video gaming terminals (“VGTs”) in licensed video gaming locations throughout the State of Illinois as approved by individual municipalities. The Company also operates redemption terminals, which also function as automated teller machines (“ATMs”) at its licensed video gaming locations, and amusement equipment at certain locations. The Illinois terminal operator license, which is not transferable or assignable, requires compliance with applicable regulations and the license is renewable annually unless sooner cancelled or terminated. In July 2020, the Georgia Lottery Corporation approved one of the Company's consolidated subsidiaries as a licensed operator, or Master Licensee, which allows the Company to install and operate coin operated amusement machines for commercial use by the public for play throughout the State of Georgia. The Company also holds a license from the Pennsylvania Gaming Control Board. On December 30, 2021, one of the Company's consolidated subsidiaries acquired amusement and ATM operations in Iowa and registered with the Iowa Department of Inspections and Appeals to conduct such operations in Iowa. The Company is also subject to various other federal, state and local laws and regulations in addition to gaming regulations. The Company operates 13,663 and 12,720 video gaming terminals across 2,565 and 2,470 locations in the State of Illinois as of March 31, 2022 and 2021, respectively. The Company is an emerging growth company (“EGC”) under the Jumpstart Our Business Startups Act of 2012 (“JOBS Act”) following the consummation of a reverse recapitalization that occurred on November 20, 2019. The Company has elected to use this extended transition period for complying with new or revised accounting standards pursuant to Section 107(b) of the JOBS Act and as a result of this election, its financial statements may not be comparable to companies that comply with public company effective dates. The Company expects to remain an EGC until December 31, 2022. Impact of COVID-19 on the Condensed Consolidated Financial Statements The ongoing COVID-19 outbreak and its related variants are having a significant impact on global markets as a result of prior and current government-mandated business closures, supply chain and production disruptions, workforce restrictions, travel restrictions, reduced consumer spending and sentiment, amongst other factors, which are, individually or in the aggregate, negatively affecting the financial performance, liquidity and cash flow projections of many companies in the United States and abroad. A surge of COVID-19 infections occurred in the fall of 2020, as the virus spread in every geographical region (currently 11 regions) in the State of Illinois. In response, the IGB suspended all video gaming operations across the entire state of Illinois starting at 11:01 PM on Thursday November 19, 2020. Video gaming operations resumed in certain regions of the state beginning on January 16, 2021, and fully resumed in all regions on January 23, 2021. Even though video gaming operations resumed across all regions, certain regions still had government-imposed restrictions that, among other things, limited hours of operation and restricted the number of patrons allowed within the licensed establishments. Given the staggered reopening by region in January of 2021, the temporary shutdown impacted, on average, 18 of the 90 gaming days (or 20% of gaming days) during the three months ended March 31, 2021. In light of these events and their effect on the Company’s employees and licensed establishment partners, the Company took action to help mitigate the potential effects caused by the temporary cessation of operations by furloughing idle staff as appropriate and deferring certain payments to major vendors. As a result of these developments, the Company's revenues, results of operations and cash flows were materially affected for the three months ended March 31, 2021. While COVID-19 infection rates and the related stress on the healthcare system currently remain low, it is possible that the IGB or the State of Illinois may order a future shutdown by region (currently 11 regions), or a complete suspension of video gaming in the state, or institute stay-at-home, closure or other similar orders or measures in the future in response to a resurgence of COVID-19, particularly in light of variant strains of the virus, or other events. If this were to occur, the Company could recognize impairment losses which could be material.

Summary of Significant Accounting Policies

3 Months Ended

Mar. 31, 2022

Accounting Policies [Abstract]

Summary of Significant Accounting Policies

Basis 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, 2021 (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.

Use 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 share-based compensation expense. Actual results may differ from those estimates.

Change in estimate: During the fourth quarter of 2021, the Company conducted a review of its estimate of depreciable lives for its gaming terminals and equipment. As a result of this review, the Company extended the useful lives of its gaming terminals and equipment from 10 years to 13 years as the equipment is lasting longer than originally estimated. The Company has many gaming terminals and equipment that were purchased when the Company started operations in 2012 that are still being used today.

Also, during the fourth quarter of 2021, the Company conducted a review of its estimate of the amortization periods for its route and customer acquisition costs and its location contracts. As a result of this review, the Company extended the amortization period of its route and customer acquisition costs from 12.4 years to 18 years and its location contracts from 10 years to 15 years. In both cases the extended useful lives reflect the Company's strong relationship with its licensed establishment partners as demonstrated by continued high contract renewal rates.

The impact of these changes in estimate for the three months ended March 31, 2022, was as follows (in thousands):


	Three months ended
	March 31, 2022
Decrease to depreciation expense	$	1,230
Decrease to amortization expense	$	2,718
Increase to net income	$	2,823
Increase to net income per share	$	0.03

Segment information: The Company operates as a single reportable operating 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.

Derivative instruments: The Company may manage its exposure to certain financial risks through the use of derivative financial instruments (“derivatives”). The Company does not use derivatives for speculative purposes. For a derivative that is designated as a cash flow hedge, changes in the fair value of the derivative are recognized in accumulated other comprehensive income to the extent the derivative is effective at offsetting the changes in the cash flows being hedged until the hedged item affects earnings.

Recent accounting pronouncements: In February 2016, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2016-02, Leases (Topic 842). The guidance in this ASU supersedes the leasing guidance in Topic 840, Leases. In July 2018, the FASB also issued ASU No. 2018-11, Leases (Topic 842): Targeted Improvements, which provides an optional transition method allowing the standard to be applied at the adoption date. Under the new guidance, lessees are required to recognize lease assets and lease liabilities on the balance sheet for all leases with terms longer than 12 months. Leases will be classified as either finance or operating, with classification affecting the pattern of expense recognition in the income statement. Based on its status as an EGC, the Company expects the new standard will be effective for the Company's fiscal year beginning after December 15, 2021. A modified retrospective transition approach is required for lessees for capital and operating leases existing at, or entered into after, the beginning of the earliest comparative period presented in the financial statements, with certain practical expedients available. The Company is assessing the impact of the standard on its condensed consolidated financial statements, as well as evaluating the impact on arrangements within potential future acquisitions.

In October 2021, the FASB issued 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 Company does not expect the impact of the adoption of this ASU to be material to its 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 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. An entity may elect to apply the amendments prospectively from March 12, 2020, through December 31, 2022 by accounting topic. The Company currently references LIBOR for certain debt and hedging arrangements. While no material

impacts are expected from the transition from LIBOR, the Company will continue to evaluate the provisions of this ASU and the impacts of transitioning to an alternative rate.

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.

Investment in Convertible Notes	3 Months Ended
Investment in Convertible Notes	Mar. 31, 2022
Investments, Debt and Equity Securities [Abstract]
Investment in Convertible Notes	Investment in Convertible Notes On July 19, 2019, the Company entered into an agreement to purchase up to $30.0 million in convertible notes from Gold Rush Amusements, Inc. (“Gold Rush”), another terminal operator in Illinois, that bore interest at 3% 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 $5.0 million convertible promissory note which was subordinated to Gold Rush’s credit facility and matured six months following the satisfaction of administrative conditions. On October 11, 2019, the Company purchased an additional $25.0 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 $1,000,000 monthly installments until all principal has been repaid in full. On July 30, 2020, the Company and Gold Rush entered into the Omnibus Amendment (the “Amendment”) to the original agreement to purchase convertible notes from Gold Rush. The Amendment, among other things, extended the maturity date of the $5.0 million convertible note and the beginning of the payback period for the $25.0 million convertible note until December 31, 2020. On March 9, 2021, the Company and Gold Rush entered into the Second Omnibus Amendment (the “Second Amendment”) to both of the convertible notes and the agreement to purchase the convertible notes. The Second Amendment, among other things, extended the December 31, 2020, maturity and conversion feature of the $5.0 million convertible note to December 31, 2021, the maturity and conversion feature of the $25.0 million convertible note to June 1, 2024 and the beginning of the payback period for the $25.0 million convertible note from December 31, 2020 to January 1, 2022. 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 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. The Company disagreed with the administrator’s ruling and requested that the matter be put before the IGB for a public vote. On January 27, 2022, the IGB affirmed the administrator’s denial. Although the Company is pursuing all administrative remedies available to contest the IGB’s ruling, this denial has impacted the conversion assumptions previously used in the accounting valuation of the convertible notes. 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 seeks damages for breach of contract and the implied covenant of good faith and fair dealing as well as unjust enrichment. The lawsuit is publicly available. 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 continue to be accounted for as available for sale debt securities, at fair value, with gains and losses recorded in other comprehensive income (loss). As of the filing of the financial statements, the Gold Rush convertible notes (which the Company converted under the terms of the convertible notes to shares of common stock of Gold Rush, but the IGB has currently denied the distribution of shares to the Company) are deemed in default for disclosure and presentation purposes, assuming non-conversion of the convertible notes, as no repayment or installment payments have been received. The Company has classified the entire $32.1 million accounting fair value, of the convertible notes as current on the condensed consolidated balance sheets as the Company hopes to resolve this matter within the next year. The Company did not further adjust the valuation of the convertible notes downward as the Company believes, assuming for accounting purposes that the notes have not been converted, the recorded amounts approximate the accounting fair value. If successful, the Company's legal remedies with respect to its rights to receive the Gold Rush common stock or equivalent amounts it is entitled to receive with respect to the convertible notes could be materially in excess of the current accounting fair value. The Company recognized within comprehensive income an unrealized gain of $0.5 million, net of income taxes, for the three months ended March 31, 2021, related to the valuation of the convertible notes. For more information on how the Company determined the fair value of the convertible notes, see Note 12.

Property and Equipment

3 Months Ended

Mar. 31, 2022

Property, Plant and Equipment [Abstract]

Property and Equipment

Property and equipment consist of the following at March 31, 2022 and December 31, 2021 (in thousands):


	March 31, 2022		December 31, 2021
Gaming terminals and equipment	$	236,745	$	225,692
Amusement and other equipment	18,848		18,547
Office equipment and furniture	1,827		1,731
Computer equipment and software	14,554		14,319
Leasehold improvements	4,836		4,127
Vehicles	11,881		11,518
Buildings and improvements	10,997		10,997
Land	911		911
Construction in progress	1,581		3,898
Total property and equipment	302,180		291,740
Less accumulated depreciation and amortization	(144,902)		(139,489)
Property and equipment, net	$	157,278	$	152,251

Depreciation and amortization of property and equipment was $5.8 million and $6.0 million for the three months ended March 31, 2022, and 2021, respectively. Depreciation expense in 2022 reflected a change in estimate as the Company extended the useful lives of its gaming terminals and equipment from 10 years to 13 years in the fourth quarter of 2021.

Route and Customer Acquisition Costs

3 Months Ended

Mar. 31, 2022

Revenue from Contract with Customer [Abstract]

Route and Customer Acquisition Costs

Route and Customer Acquisition CostsThe Company enters into contracts with third parties and licensed video gaming locations throughout the State of Illinois that allow the Company to install and operate video gaming terminals. When video gaming operations commence, payments are due monthly or quarterly. Gross payments due, based on the number of live locations, were approximately $6.7 million and $6.8 million as of March 31, 2022, and December 31, 2021, 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 $5.9 million and $6.0 million as of March 31, 2022, and December 31, 2021, respectively, of which approximately $2.0 million and $2.1 million is included in current liabilities in the accompanying condensed consolidated balance sheets as of March 31, 2022, and December 31, 2021, respectively. The route and customer acquisition cost asset was comprised of payments made on the contracts of $18.2 million and $18.0 million as of March 31, 2022, and December 31, 2021, 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 $1.5 million as of both March 31, 2022, and December 31, 2021.

Route and customer acquisition costs consisted of the following at March 31, 2022 and December 31, 2021 (in thousands):


	March 31, 2022		December 31, 2021
Cost	$	29,224	$	28,902
Accumulated amortization	(13,289)		(12,989)
Route and customer acquisition costs, net	$	15,935	$	15,913

Amortization expense of route and customer acquisition costs was $0.3 million and $0.5 million for the three months ended March 31, 2022, and 2021, respectively. Amortization expense of route and customer acquisition costs was lower in 2022 when compared to the prior year as the Company extended the amortization period of its route and customer acquisition costs from 12.4 years to 18 years in the fourth quarter of 2021.

- Definition

The entire disclosure of revenue from contract with customer to transfer good or service and to transfer nonfinancial asset. Includes, but is not limited to, disaggregation of revenue, credit loss recognized from contract with customer, judgment and change in judgment related to contract with customer, and asset recognized from cost incurred to obtain or fulfill contract with customer. Excludes insurance and lease contracts.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 606
-URI http://asc.fasb.org/topic&trid=49130388

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 606
-SubTopic 10
-Section 50
-Paragraph 10
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+ Details

Location Contracts Acquired

3 Months Ended

Mar. 31, 2022

Goodwill and Intangible Assets Disclosure [Abstract]

Location Contracts Acquired

Location contract assets acquired in business acquisitions are recorded at acquisition at fair value based on an income approach. Location contracts acquired consisted of the following at March 31, 2022 and December 31, 2021 (in thousands):


	March 31, 2022		December 31, 2021
Cost	$	229,287	$	229,287
Accumulated amortization	(81,890)		(78,615)
Location contracts acquired, net	$	147,397	$	150,672

Amortization expense of location contracts acquired was $3.3 million and $5.7 million for the three months ended March 31, 2022, and 2021, respectively. Amortization expense of location contracts is lower in 2022 when compared to the prior year as the Company extended the amortization period of its location contracts from 10 years to 15 years in the fourth quarter of 2021.

Goodwill	3 Months Ended
Goodwill	Mar. 31, 2022
Goodwill and Intangible Assets Disclosure [Abstract]
Goodwill	GoodwillThe Company acquired various companies which were accounted for as a business combination using the acquisition method of accounting in accordance with Accounting Standards Codification (“ASC”) Topic 805, Business Combinations. The total excess of the purchase price over the tangible and intangible assets acquired and liabilities assumed was recorded as goodwill of $46.2 million as of March 31, 2022, and December 31, 2021, of which $36.5 million was deductible for tax purposes as of March 31, 2022.

Debt

3 Months Ended

Mar. 31, 2022

Debt Disclosure [Abstract]

Debt

The Company’s debt as of March 31, 2022, and December 31, 2021, consisted of the following (in thousands):


	March 31, 2022		December 31, 2021
Senior Secured Credit Facility:

Term Loan	$	345,625	$	350,000
Delayed Draw Term Loan (DDTL)	—		—
Total debt on credit facility	345,625		350,000
Add: Interest rate caplet liability	3,742		—
Less: Debt issuance costs	(7,853)		(8,478)
Total debt, net of debt issuance costs	341,514		341,522
Less: Current maturities	(18,457)		(17,500)
Total debt, net of current maturities	$	323,057	$	324,022

Senior Secured Credit Facility

On November 13, 2019, the Company entered into a credit agreement (the “Credit Agreement”) as borrower, with the Company and its 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. The Company incurred $8.8 million of debt issuance costs, which are being amortized over the life of the Credit Agreement.

Given the uncertainty of COVID-19 and its variants and the resulting potential impact to the gaming industry, as well as to provide additional financial flexibility, the Company and the other parties thereto amended the Credit Agreement on August 4, 2020 (“Amendment No. 1”) 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). 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 Company incurred costs of $0.4 million associated with Amendment No.1 of the Credit Agreement, of which $0.3 million was capitalized and is being amortized over the remaining life of the Credit Agreement. The waivers of financial covenant breach were never utilized as the Company 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, the Company 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,

•$350.0 million initial term loan facility, the proceeds of which were applied to refinancing existing indebtedness and

•$400.0 million delayed draw term loan facility.

The maturity date of the Credit Agreement was extended to October 22, 2026. The interest rate and covenants remain unchanged. The Company incurred $4.3 million in debt issuance costs associated with Amendment No. 2.

As of March 31, 2022, there remained approximately $550.0 million of availability under the Credit Agreement.

The obligations under the Credit Agreement are guaranteed by the Company and its wholly-owned domestic subsidiaries (collectively, the “Guarantors”), subject to certain exceptions. The obligations under the Credit Agreement are secured by substantially all of assets of the Guarantors, subject to certain exceptions. Certain future-formed or acquired wholly-owned domestic subsidiaries of the Company will also be required to guarantee the Credit Agreement and grant a security interest in substantially all of their assets, subject to certain exceptions, to secure the obligations under the Credit Agreement.

Borrowings under the Credit Agreement bear interest, at the Company’s option, at a rate per annum equal to either (a) the adjusted LIBOR rate (“LIBOR”) (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 LIBOR 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) LIBOR for a 1-month interest period on such day plus 1.0%. The Credit Agreement also includes provisions for determining a replacement rate when LIBOR is no longer available. As of March 31, 2022, the weighted-average interest rate was approximately 3.6%.

Interest is payable quarterly in arrears for ABR loans, at the end of the applicable interest period for LIBOR 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 additional term loan facility.

The applicable LIBOR 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 (150 bps floor) plus a margin of 1.75% or (b) LIBOR (50 bps floor) plus a margin up to 2.75%, at the option of the Company.

The term loans and, once drawn, the additional term loans will amortize at an annual rate equal to approximately 5.00% 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 LIBOR “breakage” costs.

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.

In addition, the Credit Agreement requires the Company 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 of the Company 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 owing under the Credit Agreement may result in an increase in the interest rate applicable thereto.

The Company was in compliance with all debt covenants as of March 31, 2022 and expects to remain in compliance for the next 12 months.

Interest rate capletsThe 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 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”). The caplets mature at the end of each month and protect the Company if interest rates exceed 2% of 1-month LIBOR. The maturing dates of these caplets coincide with the timing of the Company's interest payments and each caplet is expected to be highly effective at offsetting changes in interest payment cash flows. The aggregate premium for these caplets was $3.9 million, which was the initial fair value of the caplets recorded in the Company's financial statements, and was financed as additional debt. The Company recognized an unrealized gain on the change in fair value of the interest rate caplets of $4.9 million, net of taxes of $1.9 million, for the three months ended March 31, 2022. For more information on how the Company determines the fair value of the caplets, see Note 12.

- Definition

The entire disclosure for information about short-term and long-term debt arrangements, which includes amounts of borrowings under each line of credit, note payable, commercial paper issue, bonds indenture, debenture issue, own-share lending arrangements and any other contractual agreement to repay funds, and about the underlying arrangements, rationale for a classification as long-term, including repayment terms, interest rates, collateral provided, restrictions on use of assets and activities, whether or not in compliance with debt covenants, and other matters important to users of the financial statements, such as the effects of refinancing and noncompliance with debt covenants.

+ References

Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
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+ Details

Business and Asset Acquisitions

3 Months Ended

Mar. 31, 2022

Business Combination and Asset Acquisition [Abstract]

Business and Asset Acquisitions

2022 Pending Acquisitions

On March 2, 2021, the Company announced that it had entered into a securities purchase agreement, to acquire Century Gaming, Inc. (“Century”). Century is Montana’s largest gaming operator and a leader in the Nevada gaming market with over 900 licensed establishments and more than 8,500 gaming terminals across both states. Pursuant to the purchase agreement, the Company will acquire all of the outstanding equity interests of Century in a cash and stock transaction valued at $140 million. The transaction was approved by the board of directors of each of the Company and Century, and is expected to close in the second quarter of 2022, subject to the satisfaction of customary closing conditions, including regulatory approvals from applicable gaming authorities. The transaction is expected to be funded through a combination of the Company’s cash on hand and capacity under its existing credit facility, in addition to the issuance of approximately 490,000 shares of common stock.

2021 Business Acquisitions

On May 20, 2021, the Company acquired Island Games, Inc. (“Island”), a southern Georgia amusement operator and Master Licensee in the state of Georgia. The acquisition of Island adds 30 Georgia Coin Operated Amusement Machine (“COAM”) Class B locations to the Accel portfolio, including a total of 89 Class B COAM terminals. The total purchase price was approximately $2.9 million, of which the Company paid $2.8 million in cash at closing. The remaining $0.1 million of contingent consideration is to be paid in cash if certain operating metrics are achieved. The acquisition was accounted for as a business combination using the acquisition method of accounting in accordance with ASC Topic 805, Business Combinations (“Topic 805”). The purchase price was allocated to the tangible assets and identifiable intangible assets acquired and liabilities assumed based upon their estimated fair values.

On December 30, 2021, the Company entered into an agreement with Rich and Junnie's Coin, Inc., an Iowa corporation, and JBCJ, Inc., also an Iowa corporation (collectively referred to as “Rich and Junnie's”), to acquire all of Rich and Junnie's operating assets in Iowa and Illinois. Rich and Junnie's operations in Iowa and Illinois consist of the ownership and operation of amusement devices and ATMs in certain establishments. Total consideration was $4.2 million of which $3.6 million was paid in cash at closing and $0.6 million was recorded in short-term consideration payable on the consolidated balance sheets as of December 31, 2021. The $0.6 million of consideration payable was paid in the first quarter of 2022. 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) video game terminals and equipment totaling $0.3 million; ii) amusement and other equipment totaling $1.3 million; iii) location contracts totaling $1.6 million; iv) cash totaling $0.6 million; and v) goodwill of $0.4 million.

Pro Forma Results

The following unaudited pro forma consolidated financial information reflects the results of operations of the Company for the three months ended March 31, 2021 as if the acquisitions of Rich and Junnie's and Island had occurred as of January 1, 2020, after giving effect to certain purchase accounting adjustments. These amounts are based on available financial information of the acquiree prior to the acquisition date and are not necessarily indicative of what Company’s operating results would have been had the acquisition actually taken place as of January 1, 2020. This unaudited pro forma information does not project revenues and net income post acquisition (in thousands).


	Three months ended
	March 31, 2021
Revenues	$	147,792
Net income	1,558

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 March 31, 2022 and December 31, 2021. 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.

Current and long-term portions of consideration payable consist of the following at March 31, 2022 and December 31, 2021 (in thousands):


	March 31, 2022				December 31, 2021
	Current		Long-Term		Current		Long-Term
TAV	$	621	$	2,595	$	490	$	2,858
Fair Share Gaming	1,686		351		1,875		508
Family Amusement	685		1,965		677		1,944
Skyhigh	811		7,095		801		7,396
G3	414		—		414		—
Grand River	6,668		—		6,479		—

Tom's Amusements	745		—		1,491		—
AVG	371		—		371		—
Rich and Junnie's	—		—		646		—
Island	100		—		100		—
Total	$	12,101	$	12,006	$	13,344	$	12,706

Contingent Earnout Share Liability	3 Months Ended
Contingent Earnout Share Liability	Mar. 31, 2022
Business Combination and Asset Acquisition [Abstract]
Contingent Earnout Share Liability	Contingent Earnout Share LiabilityPursuant to the terms of the Company’s Amended and Restated Certificate of Incorporation, the Company authorized and has available for issuance 10,000,000 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. In November of 2019, 5,000,000 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 three separate tranches upon the satisfaction of the following triggers: •Tranche I, equal to 1,666,666 shares of Class A-2 Common Stock, will be exchanged for Class A-1 Common Stock if either (i) the EBITDA for the last twelve months (“LTM EBITDA”) of the Company (as determined pursuant to the Restricted Stock Agreement) as of December 31, 2021, March 31, 2022 or June 30, 2022 equals or exceeds $132 million or (ii) the closing sale price of Class A-1 Common Stock on the New York Stock Exchange (“NYSE”) equals or exceeds $12.00 for at least twenty trading days in any consecutive thirty trading day period; •Tranche II, equal to 1,666,667 shares of Class A-2 Common Stock, will be exchanged for Class A-1 Common Stock if either (i) the LTM EBITDA of the Company (as determined pursuant to the Restricted Stock Agreement) as of December 31, 2022, March 31, 2023 or June 30, 2023 equals or exceeds $152 million or (ii) the closing sale price of Class A-1 Common Stock on the NYSE equals or exceeds $14.00 for at least twenty trading days in any consecutive thirty trading day period; and •Tranche III, equal to 1,666,667 shares of Class A-2 Common Stock, will be exchanged for Class A-1 Common Stock if either (i) the LTM EBITDA of the Company (as determined pursuant to the Restricted Stock Agreement) as of December 31, 2023, March 31, 2024 or June 30, 2024 equals or exceeds $172 million or (ii) the closing sale price of Class A-1 Common Stock on the NYSE equals or exceeds $16.00 for at least twenty trading days in any consecutive thirty trading day period. On January 14, 2020, the market condition for the settlement of Tranche I was satisfied. However, no stockholder is permitted to own more than 4.99% of the issued and outstanding Class A-1 Common Stock after the settlement unless obtaining required gaming approvals from the applicable gaming authorities. In connection with the settlement, no gaming approvals were obtained. In addition, no stockholder can receive a fractional share from a conversion. As a result, only 1,666,636 shares of the 1,666,666 shares of Class A-2 Common Stock were converted into Class A-1 Common Stock.

Warrant Liability	3 Months Ended
Warrant Liability	Mar. 31, 2022
Other Liabilities Disclosure [Abstract]
Warrant Liability	Warrant Liability In November 2019, 7,333,326 warrants to purchase shares of Class A-1 Common Stock were issued with other consideration prior to the reverse recapitalization (the “Private Placement Warrants”). As a part of the reverse recapitalization, 2,444,437 Private Placement Warrants were canceled and reissued under the same terms and conditions to Accel legacy stockholders. Each warrant expires five years from issuance and entitles the holder to purchase one share of Class A-1 Common Stock at an exercise price of $11.50 per share, subject to adjustments substantially similar to those applicable to the other outstanding warrants, at any time 30 days after the consummation of the reverse recapitalization. In 2017, 15,000,000 warrants to purchase shares of Class A-1 Common Stock were issued in connection with the formation of TPG Pace Holdings (“Public Warrants”). Each warrant expires five years from issuance and entitles the holder to purchase one share of Class A-1 Common Stock at an exercise price of $11.50 per share, subject to adjustments substantially similar to those applicable to the other outstanding warrants, at any time 30 days after the consummation of the reverse recapitalization. On July 14, 2020, the Company announced that it had commenced an exchange offer (the "Offer") to all holders of its outstanding warrants to receive 0.25 shares of Class A-1 Common Stock in exchange for each warrant tendered pursuant to the Offer. The Offer was open until 11:59 p.m., Eastern Standard Time, on August 11, 2020. On July 16, 2020, the Company consummated the redemption of its Public Warrants. The Company exchanged each Public Warrant for 0.25 shares of the Company’s Class A-1 Common Stock and issued 3,784,416 shares of its Class A-1 Common Stock in exchange for the Public Warrants at settlement of the redemption. The exchange was an equitable exchange at fair value and was accounted for as a capital transaction. On July 22, 2020, the Company received written notice from the New York Stock Exchange (the “NYSE”) that the NYSE suspended trading in, and had determined to commence proceedings to delist, the Company’s Public Warrants to purchase shares of the Company’s Class A-1 Common Stock (ticker symbol ACEL.WS) from the NYSE. The delisting was a result of the failure of the Public Warrants to comply with the continued listing standard set forth in Section 802.01D of the NYSE Listed Company Manual which requires the Company to maintain at least 100 public holders of a listed security. On August 14, 2020, 7,189,990 of the Private Placement Warrants were validly tendered representing approximately 99.93% of the total Private Placement Warrants outstanding. The Company accepted all such warrants and issued an aggregate of 1,797,474 shares of its Class A-1 Common Stock in exchange for the warrants tendered. As of March 31, 2022, 5,144 warrants remain outstanding.

Fair Value Measurements

3 Months Ended

Mar. 31, 2022

Fair Value Disclosures [Abstract]

Fair 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 New York Stock Exchange. 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

The following tables summarize the Company’s assets that are measured at fair value on a recurring basis (in thousands):


			Fair Value Measurement at Reporting Date Using
	March 31, 2022		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	$	32,065	$	—	$	—	$	32,065
Interest rate caplets	10,532		—		10,532		—
Total	$	42,597	$	—	$	10,532	$	32,065


			Fair Value Measurement at Reporting Date Using
	December 31, 2021		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	$	32,065	$	—	$	—	$	32,065

Investment in convertible notes

As described in Note 3, on July 30, 2021, the Company provided notice to Gold Rush that it was exercising its rights to convert the convertible notes into common stock of Gold Rush, subject to approval from the IGB to transfer the common stock to the Company. Accordingly, beginning in the third quarter of 2021, given the pending request for regulatory approval on the transfer of equity interest, the fair value of the convertible notes was estimated using a probability-weighted approach. Assuming regulatory approval was received, the fair value of the convertible notes was estimated on an as-converted basis by multiplying the equity value of Gold Rush by the ownership percentage as calculated pursuant to the terms of the convertible note agreements. In the scenario where regulatory approval was not received, the fair value of the convertible notes was estimated using a discounted cash flow approach assuming the Company would request immediate redemption of the principal and accrued interest and the discount rate was estimated based on comparable public debt rates. This assumption did not consider legal claims the Company may have under the convertible notes to receive the economic value of the conversion shares, even if transfer of the actual ownership interest in Gold Rush to Accel was not approved by the IGB. After the IGB Administrator’s denial of the transfer of the equity interest 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 has considered interest as an input to the accounting fair value for all periods and periodically revaluates its impact, if any, based on developments including the pending lawsuit against Gold Rush. For the avoidance of doubt, this fair value is less than what Accel maintains Gold Rush owes Accel under the convertible notes, but is consistent with ASC Topic 820. 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 and the Company is pursuing its legal remedies with respect to the amounts owed by Gold Rush.

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 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. Changes in the fair value of interest rate caplets are classified within other comprehensive income on the accompanying condensed consolidated statements of operations and comprehensive income.

Liabilities measured at fair value

The following tables summarizes the Company’s liabilities that are measured at fair value on a recurring basis (in thousands):


			Fair Value Measurement at Reporting Date Using
	March 31, 2022		Quoted Prices in Active Markets for Identical Assets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)
Liabilities:
Contingent consideration	$	18,241	$	—	$	—	$	18,241
Contingent earnout shares	39,414		—		39,414		—
Warrants	13		—		13		—
Total	$	57,668	$	—	$	39,427	$	18,241


			Fair Value Measurement at Reporting Date Using
	December 31, 2021		Quoted Prices in Active Markets for Identical Assets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)
Liabilities:
Contingent consideration	$	19,434	$	—	$	—	$	19,434
Contingent earnout shares	42,831		—		42,831		—
Warrants	13		—		13		—
Total	$	62,278	$	—	$	42,844	$	19,434

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 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 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 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 (gain) loss on change in fair value of contingent earnout shares on the accompanying condensed consolidated statements of operations and comprehensive income.

Warrants

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 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 months ended March 31, 2022 and 2021.

- Definition

The entire disclosure for the fair value of financial instruments (as defined), including financial assets and financial liabilities (collectively, as defined), and the measurements of those instruments as well as disclosures related to the fair value of non-financial assets and liabilities. Such disclosures about the financial instruments, assets, and liabilities would include: (1) the fair value of the required items together with their carrying amounts (as appropriate); (2) for items for which it is not practicable to estimate fair value, disclosure would include: (a) information pertinent to estimating fair value (including, carrying amount, effective interest rate, and maturity, and (b) the reasons why it is not practicable to estimate fair value; (3) significant concentrations of credit risk including: (a) information about the activity, region, or economic characteristics identifying a concentration, (b) the maximum amount of loss the entity is exposed to based on the gross fair value of the related item, (c) policy for requiring collateral or other security and information as to accessing such collateral or security, and (d) the nature and brief description of such collateral or security; (4) quantitative information about market risks and how such risks are managed; (5) for items measured on both a recurring and nonrecurring basis information regarding the inputs used to develop the fair value measurement; and (6) for items presented in the financial statement for which fair value measurement is elected: (a) information necessary to understand the reasons for the election, (b) discussion of the effect of fair value changes on earnings, (c) a description of [similar groups] items for which the election is made and the relation thereof to the balance sheet, the aggregate carrying value of items included in the balance sheet that are not eligible for the election; (7) all other required (as defined) and desired information.

+ References + Details

Stockholders' Equity	3 Months Ended
Stockholders' Equity	Mar. 31, 2022
Equity [Abstract]
Stockholders' Equity	Stockholders’ Equity Pursuant to the terms of the Company’s Amended and Restated Certificate of Incorporation, the Company authorized and has available for issuance the following shares: Class A-1 Common Stock The holders of the Class A-1 Common Stock are entitled to one 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 $200 million of shares of 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 March 31, 2022, the Company purchased a total of 1,789,295 shares under the plan at a total cost of $22.9 million, of which 1,087,990 shares at a cost of $13.9 million were purchased during the three months ended March 31, 2022.

- Definition

The entire disclosure for shareholders' equity comprised of portions attributable to the parent entity and noncontrolling interest, including other comprehensive income. Includes, but is not limited to, balances of common stock, preferred stock, additional paid-in capital, other capital and retained earnings, accumulated balance for each classification of other comprehensive income and amount of comprehensive income.

+ References

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+ Details

Stock-based Compensation	3 Months Ended
Stock-based Compensation	Mar. 31, 2022
Share-based Payment Arrangement [Abstract]
Stock-based Compensation	Stock-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 granted 225,881 stock options to eligible officers and employees of the Company during the first quarter of 2022, which shall vest over a period of 4 years. Also in the first quarter of 2022, the Company issued 411,600 restricted stock units (“RSUs”) to the board of directors and certain employees, which shall vest over a period of 4 years for employees and a period of approximately 9 months for board of directors. The estimated grant date fair value of these options and RSUs totaled $7.0 million. Stock-based compensation expense, which pertains to the Company’s stock options and RSUs, was $1.6 million for both the three months ended March 31, 2022, and 2021. Stock-based compensation expense is included within general and administrative expenses in the condensed consolidated statements of operations and other comprehensive income.

Income Taxes	3 Months Ended
Income Taxes	Mar. 31, 2022
Income Tax Disclosure [Abstract]
Income Taxes	Income Taxes The Company recognized income tax expense of $4.8 million and $1.9 million for the three months ended March 31, 2022 and 2021, 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 23.4% and 56.0% for the three months ended March 31, 2022 and 2021, 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.

- Definition

The entire disclosure for income taxes. Disclosures may include net deferred tax liability or asset recognized in an enterprise's statement of financial position, net change during the year in the total valuation allowance, approximate tax effect of each type of temporary difference and carryforward that gives rise to a significant portion of deferred tax liabilities and deferred tax assets, utilization of a tax carryback, and tax uncertainties information.

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+ Details

Commitments and Contingencies	3 Months Ended
Commitments and Contingencies	Mar. 31, 2022
Commitments and Contingencies Disclosure [Abstract]
Commitments and Contingencies	Commitments 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 10 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 VGTs 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 exclusive location agreements with the Company. In late August and early September 2012, each of the Defendant Establishments signed separate location agreements with the Company, purporting to grant it the exclusive right to operate VGTs 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 Illinois Gaming Board (“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 the Company 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 judgements 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 VGTs at each of the Defendant Establishments as a result of the J&J Assigned Agreements. The Company was granted leave to intervene in all 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 VGT 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 have been fully briefed and remain pending. There is no indication as to when the IGB will rule on the petitions. The Company does not have a present estimate regarding the potential damages, if any, that could potentially be awarded in this litigation and, accordingly, have 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 the Company. 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. 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 of the Company 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 seeks to fine the Company in the amount of $5 million. The Company filed its initial answer to the IGB’s complaint on January 11, 2021 and have begun the administrative hearing process. The Company intends to vigorously defend itself against the allegations in the complaint and denies any allegations of wrongdoing. 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 seeks damages for breach of contract and the implied covenant of good faith and fair dealing as well as unjust enrichment. The lawsuit is publicly available. For more information on the Gold Rush convertible notes, see Note 3. On March 25, 2022, Midwest Electronics Gaming LLC (“Midwest”) filed an administrative review action against the IGB, 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. Given the status of the legal proceedings discussed above, the Company has determined that a legal liability is probable and has recorded estimated legal reserves of $1.6 million as of March 31, 2022, which includes a loss of $1.0 million for the three months ended March 31, 2022, and is included within other expenses, net in the condensed consolidated statements of operations and other comprehensive income.

Related-Party Transactions	3 Months Ended
Related-Party Transactions	Mar. 31, 2022
Related Party Transactions [Abstract]
Related-Party Transactions	Related-Party Transactions Subsequent to the Company's acquisition of certain assets of Fair Share Gaming, LLC (“Fair Share”), G3 Gaming, LLC (“G3”), Tom’s Amusement Company, Inc., (“Tom's Amusements”), and American Video Gaming, LLC, and Erickson Amusements, Inc. (collectively referred to as “AVG”), the sellers became employees of the Company. Consideration payable to the Fair Share seller was $2.0 million and $2.4 million as of March 31, 2022 and December 31, 2021, respectively. Payments to the Fair Share seller under the acquisition agreement were $0.5 million and $0.1 million during the three months ended March 31, 2022 and 2021, respectively. Consideration payable to the G3 sellers was $0.4 million as of March 31, 2022 and December 31, 2021. There were no payments to the G3 sellers under the acquisition agreement during the three months ended March 31, 2022 and 2021. Consideration payable to the Tom's Amusements seller was $0.7 million and $1.5 million as of March 31, 2022 and December 31, 2021, respectively. Payments to the Tom's Amusements seller under the acquisition agreement were $0.8 million during the three months ended March 31, 2022. There were no payments to the Tom's Amusements seller during the three months ended March 31, 2021. Consideration payable to the AVG seller was $0.4 million as of March 31, 2022 and December 31, 2021. There were no payments to the AVG seller during the three months ended March 31, 2022 and 2021. 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 less than $0.1 million and $0.1 million for the three months ended March 31, 2022 and 2021, respectively. These payments were included in general and administrative expenses within the condensed consolidated statements of operations and comprehensive income.

Earnings Per Share

3 Months Ended

Mar. 31, 2022

Earnings Per Share [Abstract]

Earnings Per Share

The components of basic and diluted earnings per share (“EPS”) were as follows for the three months ended March 31 (in thousands, except per share amounts):


	Three Months Ended March 31,
		2022		2021

Net income		$	15,788	$	1,501
Less: Net income applicable to contingently issuable shares		—		—
Net income on which diluted earnings per share is calculated		$	15,788	$	1,501

Basic weighted average outstanding shares of common stock		92,993		93,471
Dilutive effect of stock-based awards for common stock		748		809



Diluted weighted average outstanding shares of common stock		93,741		94,280

Earnings per share:
Basic		$	0.17	$	0.02
Diluted		$	0.17	$	0.02

Anti-dilutive stock-based awards, contingent earnout shares and warrants excluded from the calculations of diluted EPS were 4,729,800 and 5,359,661 as of March 31, 2022 and 2021, respectively.

Subsequent Events	3 Months Ended
Subsequent Events	Mar. 31, 2022
Subsequent Events [Abstract]
Subsequent Events	Subsequent EventsOn 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 its convertible notes. For more information on the Gold Rush convertible notes, see Note 3.

Summary of Significant Accounting Policies (Policies)	3 Months Ended
Summary of Significant Accounting Policies (Policies)	Mar. 31, 2022
Accounting Policies [Abstract]
Basis of presentation and preparation	Basis 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, 2021 (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.
Use of estimates	Use 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 share-based compensation expense. Actual results may differ from those estimates.
Segment information	Segment information: The Company operates as a single reportable operating 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.
Derivative instruments	Derivative instruments: The Company may manage its exposure to certain financial risks through the use of derivative financial instruments (“derivatives”). The Company does not use derivatives for speculative purposes. For a derivative that is designated as a cash flow hedge, changes in the fair value of the derivative are recognized in accumulated other comprehensive income to the extent the derivative is effective at offsetting the changes in the cash flows being hedged until the hedged item affects earnings.
Recent accounting pronouncements	Recent accounting pronouncements: In February 2016, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2016-02, Leases (Topic 842). The guidance in this ASU supersedes the leasing guidance in Topic 840, Leases. In July 2018, the FASB also issued ASU No. 2018-11, Leases (Topic 842): Targeted Improvements, which provides an optional transition method allowing the standard to be applied at the adoption date. Under the new guidance, lessees are required to recognize lease assets and lease liabilities on the balance sheet for all leases with terms longer than 12 months. Leases will be classified as either finance or operating, with classification affecting the pattern of expense recognition in the income statement. Based on its status as an EGC, the Company expects the new standard will be effective for the Company's fiscal year beginning after December 15, 2021. A modified retrospective transition approach is required for lessees for capital and operating leases existing at, or entered into after, the beginning of the earliest comparative period presented in the financial statements, with certain practical expedients available. The Company is assessing the impact of the standard on its condensed consolidated financial statements, as well as evaluating the impact on arrangements within potential future acquisitions. In October 2021, the FASB issued 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 Company does not expect the impact of the adoption of this ASU to be material to its 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 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. An entity may elect to apply the amendments prospectively from March 12, 2020, through December 31, 2022 by accounting topic. The Company currently references LIBOR for certain debt and hedging arrangements. While no material impacts are expected from the transition from LIBOR, the Company will continue to evaluate the provisions of this ASU and the impacts of transitioning to an alternative rate. 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.

Summary of Significant Accounting Policies (Tables)

3 Months Ended

Mar. 31, 2022

Accounting Policies [Abstract]

Schedule of Change in Accounting Estimate

The impact of these changes in estimate for the three months ended March 31, 2022, was as follows (in thousands):


	Three months ended
	March 31, 2022
Decrease to depreciation expense	$	1,230
Decrease to amortization expense	$	2,718
Increase to net income	$	2,823
Increase to net income per share	$	0.03

Property and Equipment (Tables)

3 Months Ended

Mar. 31, 2022

Property, Plant and Equipment [Abstract]

Schedule of Property and Equipment

Property and equipment consist of the following at March 31, 2022 and December 31, 2021 (in thousands):


	March 31, 2022		December 31, 2021
Gaming terminals and equipment	$	236,745	$	225,692
Amusement and other equipment	18,848		18,547
Office equipment and furniture	1,827		1,731
Computer equipment and software	14,554		14,319
Leasehold improvements	4,836		4,127
Vehicles	11,881		11,518
Buildings and improvements	10,997		10,997
Land	911		911
Construction in progress	1,581		3,898
Total property and equipment	302,180		291,740
Less accumulated depreciation and amortization	(144,902)		(139,489)
Property and equipment, net	$	157,278	$	152,251

Route and Customer Acquisition Costs (Tables)

3 Months Ended

Mar. 31, 2022

Revenue from Contract with Customer [Abstract]

Schedule of Route and Customer Acquisition Costs

Route and customer acquisition costs consisted of the following at March 31, 2022 and December 31, 2021 (in thousands):


	March 31, 2022		December 31, 2021
Cost	$	29,224	$	28,902
Accumulated amortization	(13,289)		(12,989)
Route and customer acquisition costs, net	$	15,935	$	15,913

Location Contracts Acquired (Tables)

3 Months Ended

Mar. 31, 2022

Goodwill and Intangible Assets Disclosure [Abstract]

Schedule of Location Contracts Acquired

Location contracts acquired consisted of the following at March 31, 2022 and December 31, 2021 (in thousands):


	March 31, 2022		December 31, 2021
Cost	$	229,287	$	229,287
Accumulated amortization	(81,890)		(78,615)
Location contracts acquired, net	$	147,397	$	150,672

Debt (Tables)

3 Months Ended

Mar. 31, 2022

Debt Disclosure [Abstract]

Schedule of Long-term Debt Instruments

The Company’s debt as of March 31, 2022, and December 31, 2021, consisted of the following (in thousands):


	March 31, 2022		December 31, 2021
Senior Secured Credit Facility:

Term Loan	$	345,625	$	350,000
Delayed Draw Term Loan (DDTL)	—		—
Total debt on credit facility	345,625		350,000
Add: Interest rate caplet liability	3,742		—
Less: Debt issuance costs	(7,853)		(8,478)
Total debt, net of debt issuance costs	341,514		341,522
Less: Current maturities	(18,457)		(17,500)
Total debt, net of current maturities	$	323,057	$	324,022

- Definition

Tabular disclosure of long-debt instruments or arrangements, including identification, terms, features, collateral requirements and other information necessary to a fair presentation. These are debt arrangements that originally required repayment more than twelve months after issuance or greater than the normal operating cycle of the entity, if longer.

+ References

Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 210
-SubTopic 10
-Section S99
-Paragraph 1
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-Name Accounting Standards Codification
-Topic 235
-SubTopic 10
-Section S99
-Paragraph 3
-Subparagraph (SX 210.12-04(a))
-URI http://asc.fasb.org/extlink&oid=120395691&loc=d3e24072-122690

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-Name Accounting Standards Codification
-Topic 835
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-Section 45
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-Topic 505
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-Section 50
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Reference 5: http://www.xbrl.org/2003/role/exampleRef
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-Name Accounting Standards Codification
-Topic 470
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Reference 6: http://fasb.org/us-gaap/role/ref/legacyRef
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-Name Accounting Standards Codification
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-Paragraph 2
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Reference 7: http://www.xbrl.org/2003/role/exampleRef
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-URI http://asc.fasb.org/extlink&oid=123466577&loc=SL123495743-112612

Reference 8: http://fasb.org/us-gaap/role/ref/legacyRef
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Reference 10: http://fasb.org/us-gaap/role/ref/legacyRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 942
-SubTopic 470
-Section 50
-Paragraph 3
-URI http://asc.fasb.org/extlink&oid=123599511&loc=d3e64711-112823

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+ Details

Business and Asset Acquisitions (Tables)

3 Months Ended

Mar. 31, 2022

Business Combination and Asset Acquisition [Abstract]

Schedule of Business Acquisition, Pro Forma Information

This unaudited pro forma information does not project revenues and net income post acquisition (in thousands).


	Three months ended
	March 31, 2021
Revenues	$	147,792
Net income	1,558

Schedule of Consideration Payable

Current and long-term portions of consideration payable consist of the following at March 31, 2022 and December 31, 2021 (in thousands):


	March 31, 2022				December 31, 2021
	Current		Long-Term		Current		Long-Term
TAV	$	621	$	2,595	$	490	$	2,858
Fair Share Gaming	1,686		351		1,875		508
Family Amusement	685		1,965		677		1,944
Skyhigh	811		7,095		801		7,396
G3	414		—		414		—
Grand River	6,668		—		6,479		—

Tom's Amusements	745		—		1,491		—
AVG	371		—		371		—
Rich and Junnie's	—		—		646		—
Island	100		—		100		—
Total	$	12,101	$	12,006	$	13,344	$	12,706

Fair Value Measurements (Tables)

3 Months Ended

Mar. 31, 2022

Fair Value Disclosures [Abstract]

Schedule of Fair Value, Assets Measured on Recurring Basis

The following tables summarize the Company’s assets that are measured at fair value on a recurring basis (in thousands):


			Fair Value Measurement at Reporting Date Using
	March 31, 2022		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	$	32,065	$	—	$	—	$	32,065
Interest rate caplets	10,532		—		10,532		—
Total	$	42,597	$	—	$	10,532	$	32,065


			Fair Value Measurement at Reporting Date Using
	December 31, 2021		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	$	32,065	$	—	$	—	$	32,065

Schedule of Liabilities Measured on a Recurring Basis

The following tables summarizes the Company’s liabilities that are measured at fair value on a recurring basis (in thousands):


			Fair Value Measurement at Reporting Date Using
	March 31, 2022		Quoted Prices in Active Markets for Identical Assets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)
Liabilities:
Contingent consideration	$	18,241	$	—	$	—	$	18,241
Contingent earnout shares	39,414		—		39,414		—
Warrants	13		—		13		—
Total	$	57,668	$	—	$	39,427	$	18,241


			Fair Value Measurement at Reporting Date Using
	December 31, 2021		Quoted Prices in Active Markets for Identical Assets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)
Liabilities:
Contingent consideration	$	19,434	$	—	$	—	$	19,434
Contingent earnout shares	42,831		—		42,831		—
Warrants	13		—		13		—
Total	$	62,278	$	—	$	42,844	$	19,434

Earnings Per Share (Tables)

3 Months Ended

Mar. 31, 2022

Earnings Per Share [Abstract]

Schedule of Components of Basic and Diluted EPS

The components of basic and diluted earnings per share (“EPS”) were as follows for the three months ended March 31 (in thousands, except per share amounts):


	Three Months Ended March 31,
		2022		2021

Net income		$	15,788	$	1,501
Less: Net income applicable to contingently issuable shares		—		—
Net income on which diluted earnings per share is calculated		$	15,788	$	1,501

Basic weighted average outstanding shares of common stock		92,993		93,471
Dilutive effect of stock-based awards for common stock		748		809



Diluted weighted average outstanding shares of common stock		93,741		94,280

Earnings per share:
Basic		$	0.17	$	0.02
Diluted		$	0.17	$	0.02

Description of Business (Details)	3 Months Ended
Description of Business (Details)	Mar. 31, 2021 gaming_terminal location day	Mar. 31, 2022 gaming_terminal location
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Number of video gaming terminals \| gaming_terminal	12,720	13,663
Number of video gaming locations \| location	2,470	2,565
Number of days video gaming terminals inoperable	18
Number of video gaming days in quarter	90
Percent of days inoperable during quarter	20.00%

Summary of Significant Accounting Policies - Change in Estimate (Details) - USD ($) $ / shares in Units, $ in Thousands	3 Months Ended		9 Months Ended
	Mar. 31, 2022	Dec. 31, 2021	Sep. 30, 2021
Service Life
Change in Accounting Estimate [Line Items]
Decrease to depreciation expense	$ 1,230
Decrease to amortization expense	2,718
Increase to net income	$ 2,823
Increase to net income per share	$ 0.03
Customer Acquisition Costs
Change in Accounting Estimate [Line Items]
Amortization period of capitalized contract costs		18 years	12 years 4 months 24 days
Location Contracts
Change in Accounting Estimate [Line Items]
Expected useful life of intangibles (in years)		15 years	10 years
Gaming terminals and equipment \| Service Life
Change in Accounting Estimate [Line Items]
Useful life (in years)		13 years	10 years

Investment in Convertible Notes (Details) - USD ($)			3 Months Ended
Investment in Convertible Notes (Details) - USD ($)	Oct. 11, 2019	Jul. 19, 2019	Mar. 31, 2022	Mar. 31, 2021	Mar. 09, 2021	Jul. 30, 2020
Debt Securities, Available-for-sale [Line Items]
Monthly installment receivable	$ 1,000,000
Unrealized gain on investment in convertible notes			$ 0	$ 469,000
Convertible Promissory Notes
Debt Securities, Available-for-sale [Line Items]
Investment purchase	$ 25,000,000.0	$ 30,000,000.0	$ 32,100,000		$ 25,000,000	$ 25,000,000
Investment interest rate		3.00%
Convertible Promissory Notes \| Subordinated Debt
Debt Securities, Available-for-sale [Line Items]
Investment purchase		$ 5,000,000.0			$ 5,000,000	$ 5,000,000
Investment maturity		6 months

Property and Equipment (Details) - USD ($) $ in Thousands	3 Months Ended			9 Months Ended
Property and Equipment (Details) - USD ($) $ in Thousands	Mar. 31, 2022	Dec. 31, 2021	Mar. 31, 2021	Sep. 30, 2021
Property, Plant and Equipment [Line Items]
Property and equipment, gross	$ 302,180	$ 291,740
Less accumulated depreciation and amortization	(144,902)	(139,489)
Property and equipment, net	157,278	152,251
Depreciation and amortization of property and equipment	5,841		$ 5,989
Gaming terminals and equipment
Property, Plant and Equipment [Line Items]
Property and equipment, gross	236,745	$ 225,692
Gaming terminals and equipment \| Service Life
Property, Plant and Equipment [Line Items]
Useful life (in years)		13 years		10 years
Amusement and other equipment
Property, Plant and Equipment [Line Items]
Property and equipment, gross	18,848	$ 18,547
Office equipment and furniture
Property, Plant and Equipment [Line Items]
Property and equipment, gross	1,827	1,731
Computer equipment and software
Property, Plant and Equipment [Line Items]
Property and equipment, gross	14,554	14,319
Leasehold improvements
Property, Plant and Equipment [Line Items]
Property and equipment, gross	4,836	4,127
Vehicles
Property, Plant and Equipment [Line Items]
Property and equipment, gross	11,881	11,518
Buildings and improvements
Property, Plant and Equipment [Line Items]
Property and equipment, gross	10,997	10,997
Land
Property, Plant and Equipment [Line Items]
Property and equipment, gross	911	911
Construction in progress
Property, Plant and Equipment [Line Items]
Property and equipment, gross	$ 1,581	$ 3,898

Route and Customer Acquisition Costs - Narrative (Details) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2022	Mar. 31, 2021	Dec. 31, 2021	Sep. 30, 2021
Change in Accounting Estimate [Line Items]
Gross payments due	$ 6,700		$ 6,800
Net present value of payments due	5,900		6,000
Current portion of payments due	2,043		2,079
Customer acquisition cost asset	18,200		$ 18,000
Capitalized contract cost, subject to claw back	1,500
Amortization expense (decrease in expense) on route and customer acquisition costs	$ 300	$ 500
Customer Acquisition Costs
Change in Accounting Estimate [Line Items]
Amortization period of capitalized contract costs			18 years	12 years 4 months 24 days

Route and Customer Acquisition Costs - Schedule of Customer Contract Acquired (Details) - USD ($) $ in Thousands	Mar. 31, 2022	Dec. 31, 2021
Revenue from Contract with Customer [Abstract]
Cost	$ 29,224	$ 28,902
Accumulated amortization	(13,289)	(12,989)
Route and customer acquisition costs, net	$ 15,935	$ 15,913

Location Contracts Acquired - Schedule of Customer Contract Acquired (Details) - USD ($) $ in Thousands	Mar. 31, 2022	Dec. 31, 2021
Goodwill and Intangible Assets Disclosure [Abstract]
Cost	$ 229,287	$ 229,287
Accumulated amortization	(81,890)	(78,615)
Location contracts acquired, net	$ 147,397	$ 150,672

Location Contracts Acquired - Narrative (Details) - USD ($) $ in Millions	3 Months Ended			9 Months Ended
	Mar. 31, 2022	Dec. 31, 2021	Mar. 31, 2021	Sep. 30, 2021
Location Contracts
Finite-Lived Intangible Assets [Line Items]
Expected useful life of intangibles (in years)		15 years		10 years
Location Contract
Finite-Lived Intangible Assets [Line Items]
Amortization of intangible assets	$ 3.3
Route and Customer Acquisitions
Finite-Lived Intangible Assets [Line Items]
Amortization of intangible assets			$ 5.7

Goodwill (Details) - USD ($) $ in Thousands	Mar. 31, 2022	Dec. 31, 2021
Goodwill and Intangible Assets Disclosure [Abstract]
Goodwill	$ 46,199	$ 46,199
Tax exempt portion of goodwill	$ 36,500

Debt - Schedule of Long-term Debt Instruments (Details) - USD ($) $ in Thousands	Mar. 31, 2022	Dec. 31, 2021
Debt Instrument [Line Items]
Total debt on credit facility	$ 345,625	$ 350,000
Add: Interest rate caplet liability	3,742	0
Less: Debt issuance costs	(7,853)	(8,478)
Total debt, net of debt issuance costs	341,514	341,522
Less: Current maturities	(18,457)	(17,500)
Total debt, net of current maturities	323,057	324,022
Credit Agreement, Amendment 1 \| Term Loan
Debt Instrument [Line Items]
Total debt on credit facility	345,625	350,000
Credit Agreement, Amendment 1 \| Delayed Draw Term Loan (DDTL)
Debt Instrument [Line Items]
Total debt on credit facility	$ 0	$ 0

Debt - Narrative (Details)		3 Months Ended
Debt - Narrative (Details)	Jan. 12, 2022 USD ($) caplet	Mar. 31, 2022 USD ($)	Mar. 31, 2021 USD ($)	Dec. 31, 2021 USD ($)	Oct. 22, 2021 USD ($)	Oct. 21, 2021 USD ($)	Nov. 13, 2019 USD ($)
Debt Instrument [Line Items]
Debt issuance costs		$ 7,853,000		$ 8,478,000
Unrealized gain on interest rate caplets, net of tax		4,864,000	$ 0
Income taxes for unrealized gain on interest rate caplets		1,934,000	$ 0
Credit Agreement, Amendment 1
Debt Instrument [Line Items]
Debt issuance costs		8,800,000
Remaining availability		$ 550,000,000.0
Ratio of consolidated net debt to EBITDA (no greater than)		4.50
Ratio of consolidated EBITDA to fixed charges (no less than)		1.20
Aggregate premium paid	$ 3,900,000
Credit Agreement, Amendment 1 \| LIBOR
Debt Instrument [Line Items]
Basis spread on variable rate (as a percent)		2.75%
Debt instrument, floor interest rate (as a percent)		0.50%
Credit Agreement, Amendment 1 \| Alternative Base Rate
Debt Instrument [Line Items]
Basis spread on variable rate (as a percent)		1.75%
Debt instrument, floor interest rate (as a percent)		1.50%
Credit Agreement, Amendment 1 \| Revolving Credit Facility
Debt Instrument [Line Items]
Maximum borrowing capacity							$ 100,000,000
Weighted-average interest rate (as a percent)		3.60%
Credit Agreement, Amendment 1 \| Revolving Credit Facility \| LIBOR
Debt Instrument [Line Items]
Debt instrument basis spread on variable rate, floor (as a percent)		0.50%
Basis spread on variable rate (as a percent)		1.00%
Credit Agreement, Amendment 1 \| Revolving Credit Facility \| Federal Funds Effective Rate
Debt Instrument [Line Items]
Basis spread on variable rate (as a percent)		0.50%
Credit Agreement, Amendment 1 \| Letter of Credit
Debt Instrument [Line Items]
Maximum borrowing capacity							10,000,000
Credit Agreement, Amendment 1 \| Swing Line Facility
Debt Instrument [Line Items]
Maximum borrowing capacity							10,000,000
Credit Agreement, Amendment 1 \| Term Loan
Debt Instrument [Line Items]
Maximum borrowing capacity	$ 300,000,000
Face amount							240,000,000
Additional term loan repayment rate (as a percent)		5.00%
Debt instrument, term	4 years
Number of deferred premium caplets \| caplet	48
Credit Agreement, Amendment 1 \| Term Loan \| LIBOR
Debt Instrument [Line Items]
Basis spread on variable rate (as a percent)	2.00%
Credit Agreement, Amendment 1 \| Additional Term Loan Facility
Debt Instrument [Line Items]
Face amount							$ 125,000,000
New Credit Facility Amendment
Debt Instrument [Line Items]
Fees associated with amendment of credit agreement		$ 400,000
Unamortized debt issuance costs		$ 300,000
New Credit Facility Amendment \| LIBOR
Debt Instrument [Line Items]
Debt instrument basis spread on variable rate, floor (as a percent)		0.50%
New Credit Facility Amendment \| Alternative Base Rate
Debt Instrument [Line Items]
Debt instrument basis spread on variable rate, floor (as a percent)		1.50%
Credit Agreement, Amendment 2
Debt Instrument [Line Items]
Debt issuance costs		$ 4,300,000
Credit Agreement, Amendment 2 \| Revolving Credit Facility
Debt Instrument [Line Items]
Maximum borrowing capacity					$ 150,000,000	$ 100,000,000
Credit Agreement, Amendment 2 \| Term Loan
Debt Instrument [Line Items]
Face amount					350,000,000
Credit Agreement, Amendment 2 \| Additional Term Loan Facility
Debt Instrument [Line Items]
Face amount					$ 400,000,000

Business and Asset Acquisitions - Narrative (Details) shares in Thousands, $ in Thousands				3 Months Ended
	Dec. 30, 2021 USD ($)	May 20, 2021 USD ($) location terminal	Mar. 02, 2021 USD ($) gaming_terminal location shares	Mar. 31, 2022 USD ($) gaming_terminal location	Mar. 31, 2021 USD ($) gaming_terminal location	Dec. 31, 2021 USD ($)
Business Acquisition [Line Items]
Number of video gaming locations \| location				2,565	2,470
Number of video gaming terminals \| gaming_terminal				13,663	12,720
Cash purchase price				$ 0	$ 483
Current portion of consideration payable				12,101		$ 13,344
Payments on consideration payable				1,084	$ 334
Goodwill				46,199		46,199
Century
Business Acquisition [Line Items]
Number of video gaming locations \| location			900
Number of video gaming terminals \| gaming_terminal			8,500
Consideration transferred			$ 140,000
Shares issued in transaction (in shares) \| shares			490
Island
Business Acquisition [Line Items]
Consideration transferred		$ 2,900
Number of COAM locations acquired \| location		30
Number of COAM terminals acquired \| terminal		89
Cash purchase price		$ 2,800
Contingent consideration		$ 100
Current portion of consideration payable				100		100
Rich and Junnie's
Business Acquisition [Line Items]
Consideration transferred	$ 4,200
Cash purchase price	3,600
Current portion of consideration payable				0		$ 646
Payments on consideration payable				$ 600
Video game terminals and equipment acquired	300
Location contracts acquired	1,600
Cash	600
Goodwill	400
Rich and Junnie's \| Amusement and other equipment
Business Acquisition [Line Items]
Property and equipment	$ 1,300

Business and Asset Acquisitions - Schedule of Unaudited Pro Forma Results (Details) $ in Thousands	3 Months Ended
	Mar. 31, 2021 USD ($)
Business Combination and Asset Acquisition [Abstract]
Revenues	$ 147,792
Net income	$ 1,558

Business and Asset Acquisitions - Schedule of Consideration Payable (Details) - USD ($) $ in Thousands	Mar. 31, 2022	Dec. 31, 2021
Business Acquisition [Line Items]
Current	$ 12,101	$ 13,344
Long-Term	12,006	12,706
TAV
Business Acquisition [Line Items]
Current	621	490
Long-Term	2,595	2,858
Fair Share Gaming
Business Acquisition [Line Items]
Current	1,686	1,875
Long-Term	351	508
Family Amusement
Business Acquisition [Line Items]
Current	685	677
Long-Term	1,965	1,944
Skyhigh
Business Acquisition [Line Items]
Current	811	801
Long-Term	7,095	7,396
G3
Business Acquisition [Line Items]
Current	414	414
Long-Term	0	0
Grand River
Business Acquisition [Line Items]
Current	6,668	6,479
Long-Term	0	0
Tom's Amusements
Business Acquisition [Line Items]
Current	745	1,491
Long-Term	0	0
AVG
Business Acquisition [Line Items]
Current	371	371
Long-Term	0	0
Rich and Junnie's
Business Acquisition [Line Items]
Current	0	646
Long-Term	0	0
Island
Business Acquisition [Line Items]
Current	100	100
Long-Term	$ 0	$ 0

Contingent Earnout Share Liability (Details) - USD ($) $ / shares in Units, $ in Millions	Mar. 31, 2022	Dec. 31, 2021	Mar. 31, 2021	Dec. 31, 2020	Jan. 14, 2020	Nov. 30, 2019
Tranche I - EBITDA for last 12 months or 20 trading days in consecutive 30 day trading period
Business Acquisition, Contingent Consideration [Line Items]
Maximum EBITDA before stock conversion						$ 132
Maximum stock price of common stock before conversion (in usd per share)						$ 12.00
Tranche II - LTM EBITDA or 20 trading days in consecutive 30 day trading period
Business Acquisition, Contingent Consideration [Line Items]
Maximum EBITDA before stock conversion						$ 152
Maximum stock price of common stock before conversion (in usd per share)						$ 14.00
Tranche III - LTM EBITDA or 20 trading days in consecutive 30 day trading period
Business Acquisition, Contingent Consideration [Line Items]
Maximum EBITDA before stock conversion						$ 172
Maximum stock price of common stock before conversion (in usd per share)						$ 16.00
Common Stock
Business Acquisition, Contingent Consideration [Line Items]
Shares issued (in shares)	92,484,542	93,410,563	93,379,508	93,379,508
Class A-2 Common Stock
Business Acquisition, Contingent Consideration [Line Items]
Class A-1 Common Stock reserved for issuance (in shares)						10,000,000
Class A-2 Common Stock \| Tranche I - EBITDA for last 12 months or 20 trading days in consecutive 30 day trading period
Business Acquisition, Contingent Consideration [Line Items]
Number of shares converted (in shares)					1,666,666	1,666,666
Class A-2 Common Stock \| Tranche II - LTM EBITDA or 20 trading days in consecutive 30 day trading period
Business Acquisition, Contingent Consideration [Line Items]
Number of shares converted (in shares)						1,666,667
Class A-2 Common Stock \| Tranche III - LTM EBITDA or 20 trading days in consecutive 30 day trading period
Business Acquisition, Contingent Consideration [Line Items]
Number of shares converted (in shares)					1,666,636	1,666,667
Class A-2 Common Stock \| Common Stock
Business Acquisition, Contingent Consideration [Line Items]
Shares issued (in shares)						5,000,000
Class A-1 Common Stock
Business Acquisition, Contingent Consideration [Line Items]
Percentage of ownership requiring exchange (less than)					4.99%

Warrant Liability (Details)			1 Months Ended	12 Months Ended
Warrant Liability (Details)	Aug. 14, 2020 shares	Jul. 16, 2020 shares	Nov. 30, 2019 $ / shares shares	Dec. 31, 2017 $ / shares shares	Mar. 31, 2022 shares	Jul. 14, 2020
Class of Warrant or Right [Line Items]
Warrants issued (in shares)			7,333,326	15,000,000
Warrants canceled and reissued to prior shareholders (in shares)			2,444,437
Term of warrants			5 years	5 years
Stock called by each warrant (in shares)					1
Warrant, exercise price (in usd per share) \| $ / shares			$ 11.50	$ 11.50
Warrants, subject to adjustments after consummation of reverse capitalization period			30 days	30 days
Exercise conversion rate of warrants (share per share)		0.25				0.25
Warrants tendered (in shares)	7,189,990
Percent of warrants outstanding	99.93%
Warrants outstanding (in shares)					5,144
Class A-1 Common Stock
Class of Warrant or Right [Line Items]
Conversion of stock, shares converted (in shares)		3,784,416
Exercise of warrants (in shares)	1,797,474

Fair Value Measurements - Schedule of Assets Measured at Fair Value (Details) - USD ($) $ in Thousands	Mar. 31, 2022	Dec. 31, 2021
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Interest rate caplets	$ 10,532	$ 0
Fair Value, Recurring
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Investment in convertible notes	32,065	32,065
Interest rate caplets	10,532
Assets, Fair Value Disclosure	42,597
Fair Value, Recurring \| Quoted Prices in Active Markets for Identical Assets (Level 1)
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Investment in convertible notes	0	0
Interest rate caplets	0
Assets, Fair Value Disclosure	0
Fair Value, Recurring \| Significant Other Observable Inputs (Level 2)
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Investment in convertible notes	0	0
Interest rate caplets	10,532
Assets, Fair Value Disclosure	10,532
Fair Value, Recurring \| Significant Unobservable Inputs (Level 3)
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Investment in convertible notes	32,065	$ 32,065
Interest rate caplets	0
Assets, Fair Value Disclosure	$ 32,065

Fair Value Measurements - Schedule of Fair Value Measurements, Liabilities Measured on a Recurring Basis (Details) - Fair Value, Recurring - USD ($) $ in Thousands	Mar. 31, 2022	Dec. 31, 2021
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Contingent consideration	$ 18,241	$ 19,434
Contingent earnout shares	39,414	42,831
Warrant and other long-term liabilities	13	13
Total	57,668	62,278
Quoted Prices in Active Markets for Identical Assets (Level 1)
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Contingent consideration	0	0
Contingent earnout shares	0	0
Warrant and other long-term liabilities	0	0
Total	0	0
Significant Other Observable Inputs (Level 2)
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Contingent consideration	0	0
Contingent earnout shares	39,414	42,831
Warrant and other long-term liabilities	13	13
Total	39,427	42,844
Significant Unobservable Inputs (Level 3)
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Contingent consideration	18,241	19,434
Contingent earnout shares	0	0
Warrant and other long-term liabilities	0	0
Total	$ 18,241	$ 19,434

Stockholders' Equity (Details) $ in Thousands		3 Months Ended	4 Months Ended
Stockholders' Equity (Details) $ in Thousands	Sep. 28, 2020 vote	Mar. 31, 2022 USD ($) shares	Mar. 31, 2022 USD ($) shares	Nov. 22, 2021 USD ($)
Class of Warrant or Right [Line Items]
Stock repurchase program, authorized amount (up to)				$ 200,000
Repurchase of common stock (in shares) \| shares		(1,087,990)	(1,789,295)
Repurchase of common stock		$ 13,934	$ 22,900
Class A-1 Common Stock
Class of Warrant or Right [Line Items]
Common stock , voting rights, votes per share \| vote	1

Stock-based Compensation (Details) - USD ($) $ in Millions	3 Months Ended
Stock-based Compensation (Details) - USD ($) $ in Millions	Mar. 31, 2022	Mar. 31, 2021
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Options granted (in shares)	225,881
Options & RSUs
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Estimated grant date fair value of options and RSUs granted	$ 7.0
Options
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Vesting period	4 years
Stock option compensation expense	$ 1.6	$ 1.6
RSU
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Restricted stock units granted (in shares)	411,600
RSU \| Employee
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Vesting period	4 years
RSU \| Director
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Vesting period	9 months

Income Taxes (Details) - USD ($) $ in Thousands	3 Months Ended
Income Taxes (Details) - USD ($) $ in Thousands	Mar. 31, 2022	Mar. 31, 2021
Income Tax Disclosure [Abstract]
Income tax expense (benefit)	$ 4,835	$ 1,913
Effective tax rate	23.40%	56.00%

- Definition

Amount of current income tax expense (benefit) and deferred income tax expense (benefit) pertaining to continuing operations.

+ References + Details

Commitments and Contingencies (Details)		3 Months Ended
Commitments and Contingencies (Details)	Dec. 18, 2020 USD ($)	Mar. 31, 2022 USD ($) defendant
Loss Contingencies [Line Items]
Number of defendant establishments \| defendant		10
Estimated legal reserves		$ 1,600,000
Estimated loss		$ 1,000,000
IGB Complaint
Loss Contingencies [Line Items]
Damages sought	$ 5,000,000

Related-Party Transactions (Details) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2022	Mar. 31, 2021	Dec. 31, 2021
Related Party Transaction [Line Items]
Payments on consideration payable	$ 1,084	$ 334
Consideration Payable to Previous Sellers in Business Acquisitions \| Fair Share Seller \| Director
Related Party Transaction [Line Items]
Contingent consideration	2,000		$ 2,400
Payments on consideration payable	500	100
Consideration Payable to Previous Sellers in Business Acquisitions \| G3 Seller \| Director
Related Party Transaction [Line Items]
Payments on consideration payable		0
Consideration Payable to Previous Sellers in Business Acquisitions \| G3 Seller \| Employee
Related Party Transaction [Line Items]
Contingent consideration	400		400
Payments on consideration payable	0
Consideration Payable to Previous Sellers in Business Acquisitions \| Tom's Amusement \| Director
Related Party Transaction [Line Items]
Contingent consideration	700		1,500
Payments on consideration payable	800	0
Consideration Payable to Previous Sellers in Business Acquisitions \| AVG \| Director
Related Party Transaction [Line Items]
Contingent consideration	400		$ 400
Payments on consideration payable	0	0
Legal Fees for General Legal and Business Matters \| Much Shelist \| Affiliated Entity
Related Party Transaction [Line Items]
Legal fees	$ 100	$ 100

Earnings Per Share (Details) - USD ($) $ / shares in Units, $ in Thousands	3 Months Ended
	Mar. 31, 2022	Mar. 31, 2021
Earnings Per Share [Abstract]
Net income	$ 15,788	$ 1,501
Less: Net income applicable to contingently issuable shares	0	0
Net income on which diluted earnings per share is calculated	$ 15,788	$ 1,501
Basic weighted average outstanding shares of common stock (in shares)	92,993,000	93,471,000
Dilutive effect of stock-based awards for common stock (in shares)	748,000	809,000
Weighted average number of shares outstanding - diluted (in shares)	93,741,000	94,280,000
Earnings per share - basic (in usd per share)	$ 0.17	$ 0.02
Earnings per share - diluted (in usd per share)	$ 0.17	$ 0.02
Anti-dilutive options excluded from calculation of diluted EPS (in shares)	4,729,800	5,359,661