Accel Entertainment, Inc. [ACEL] Filings

10-Q 1 acel-20240930.htm 10-Q acel-20240930

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 10-Q

☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended September 30, 2024

☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from _______ to ______

Commission File Number 001-38136

Accel Entertainment, Inc.

(Exact Name of Registrant as specified in its charter)


Delaware						98-1350261
(State or other jurisdiction of incorporation or organization)						(I.R.S. Employer Identification No.)

140 Tower Drive
Burr Ridge, Illinois 60527
(Address of principal executive offices) (Zip Code)

(630) 972-2235

(Registrant’s telephone number, including area code)

Securities registered pursuant to Section 12(b) of the Act:


Title of each class	Trading Symbols	Name of each exchange on which registered
Class A-1 Common Stock, par value $.0001 per share	ACEL	The New York Stock Exchange

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer

☐

Accelerated filer

☒

Non-accelerated filer

☐

Smaller reporting company

☐

Emerging growth company

☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes ☐ No ☒

As of October 28, 2024, there were 82,343,457 shares outstanding of the registrant’s Class A-1 Common Stock, par value $.0001 per share.

ACCEL ENTERTAINMENT, INC.

QUARTERLY REPORT ON FORM 10-Q

FOR THE QUARTER ENDED SEPTEMBER 30, 2024

TABLE OF CONTENTS


PART I.	FINANCIAL INFORMATION	1
ITEM 1.	FINANCIAL STATEMENTS	1
	Condensed Consolidated Statements of Operations and Comprehensive Income (Unaudited) for the three and nine months ended September 30, 2024 and 2023	1
	Condensed Consolidated Balance Sheets (Unaudited) as of September 30, 2024 and December 31, 2023	2
	Condensed Consolidated Statements of Stockholders’ Equity (Unaudited) for the three and nine months ended September 30, 2024 and 2023	3
	Condensed Consolidated Statements of Cash Flows (Unaudited) for the nine months ended September 30, 2024 and 2023	5
	Notes to the Condensed Consolidated Financial Statements (Unaudited)	7
ITEM 2.	MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS	24
ITEM 3.	QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK	37
ITEM 4.	CONTROLS AND PROCEDURES	38

PART II.	OTHER INFORMATION	39
ITEM 1.	LEGAL PROCEEDINGS	39
ITEM 1A.	RISK FACTORS	39
ITEM 2.	UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS	39
ITEM 3.	DEFAULTS UPON SENIOR SECURITIES	40
ITEM 4.	MINE SAFETY DISCLOSURES	40
ITEM 5.	OTHER INFORMATION	40
ITEM 6.	EXHIBITS	41

SIGNATURES		42

Table of Contents

PART I. FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS.

ACCEL ENTERTAINMENT, INC.

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME

(Unaudited)


(In thousands, except per share amounts)	Three Months Ended September 30,				Nine Months Ended September 30,
	2024		2023		2024		2023
Net revenues:
Net gaming	$	289,923	$	274,123	$	871,300	$	831,054
Amusement	5,104		5,411		16,772		17,839
Manufacturing	1,705		3,334		9,122		9,886
ATM fees and other	5,495		4,629		16,263		14,573
Total net revenues	302,227		287,497		913,457		873,352
Operating expenses:
Cost of revenue (exclusive of depreciation and amortization expense shown below)	210,841		198,743		633,325		604,603
Cost of manufacturing goods sold (exclusive of depreciation and amortization expense shown below)	962		2,065		5,283		5,627
General and administrative	47,930		45,183		142,105		132,421
Depreciation and amortization of property and equipment	11,001		9,405		32,229		27,914
Amortization of intangible assets and route and customer acquisition costs	5,781		5,299		16,808		15,825
Other expenses, net	3,867		1,682		13,620		5,006
Total operating expenses	280,382		262,377		843,370		791,396
Operating income	21,845		25,120		70,087		81,956
Interest expense, net	9,164		8,415		26,730		24,546
Loss from unconsolidated affiliates	1		—		1		—
Loss on change in fair value of contingent earnout shares	4,216		1,625		4,190		11,063

Income before income tax expense	8,464		15,080		39,166		46,347
Income tax expense	3,569		4,630		12,269		16,732
Net income	$	4,895	$	10,450	$	26,897	$	29,615
Earnings per common share:
Basic	$	0.06	$	0.12	$	0.32	$	0.34
Diluted	0.06		0.12		0.32		0.34
Weighted average number of common shares outstanding:
Basic	82,952		85,865		83,718		86,305
Diluted	84,322		87,114		84,890		87,022

Comprehensive income
Net income	$	4,895	$	10,450	$	26,897	$	29,615

Unrealized (loss) gain on interest rate caplets (net of income tax (benefit) expense of $(1,526), $37, $(1,524), and $(3) respectively)	(4,075)		97		(4,071)		(7)
Comprehensive income	$	820	$	10,547	$	22,826	$	29,608

The accompanying notes are an integral part of these condensed consolidated financial statements

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ACCEL ENTERTAINMENT, INC.

CONDENSED CONSOLIDATED BALANCE SHEETS

(Unaudited)


(In thousands, except par value and share amounts)	September 30,		December 31,
	2024		2023
Assets
Current assets:
Cash and cash equivalents	$	265,085	$	261,611
Accounts receivable, net	7,830		13,467
Prepaid expenses	8,168		6,287
Inventories	9,090		7,681

Interest rate caplets	5,510		8,140

Deposits	18,293		6,555
Other current assets	9,347		8,853
Total current assets	323,323		312,594
Property and equipment, net	281,917		260,813
Noncurrent assets:
Route and customer acquisition costs, net	23,725		19,188
Location contracts acquired, net	176,793		176,311
Goodwill	102,151		101,554
Other intangible assets, net	18,715		20,542
Interest rate caplets, net of current	1,176		4,871

Other assets	22,406		17,020
Total noncurrent assets	344,966		339,486
Total assets	$	950,206	$	912,893
Liabilities and Stockholders’ Equity
Current liabilities:
Current maturities of debt	$	28,490	$	28,483

Current portion of route and customer acquisition costs payable	2,122		1,505
Accrued location gaming expense	8,921		9,350
Accrued state gaming expense	30,503		18,364
Accounts payable and other accrued expenses	36,462		36,012
Accrued compensation and related expenses	10,108		12,648
Current portion of consideration payable	2,766		3,288
Total current liabilities	119,372		109,650
Long-term liabilities:
Debt, net of current maturities	525,572		514,091
Route and customer acquisition costs payable, less current portion	7,306		4,955
Consideration payable, less current portion	10,882		4,201
Contingent earnout share liability	36,017		31,827
Other long-term liabilities	6,188		7,015
Deferred income tax liability, net	38,150		42,750
Total long-term liabilities	624,115		604,839
Stockholders’ equity:
Preferred Stock, par value of $0.0001; 1,000,000 shares authorized; 0 shares issued and outstanding at September 30, 2024 and December 31, 2023	—		—
Class A-1 Common Stock, par value $0.0001; 250,000,000 shares authorized; 95,409,648 shares issued and 82,430,205 shares outstanding at September 30, 2024; 95,016,960 shares issued and 84,123,385 shares outstanding at December 31, 2023	8		8

Additional paid-in capital	210,225		203,046
Treasury stock, at cost	(133,760)		(112,070)
Accumulated other comprehensive income	3,865		7,936
Accumulated earnings	126,381		99,484
Total stockholders' equity	206,719		198,404
Total liabilities and stockholders' equity	$	950,206	$	912,893

The accompanying notes are an integral part of these condensed consolidated financial statements

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ACCEL ENTERTAINMENT, INC.

CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY

(Unaudited)


(In thousands, except shares)									Accumulated
	Class A-1			Additional		Treasury			Other				Total
	Common Stock			Paid-In		Stock			Comprehensive		Accumulated		Stockholders’
	Shares	Amount		Capital		Shares	Amount		Income		Earnings		Equity
Balance, January 1, 2024	84,123,385	$	8	$	203,046	(10,893,575)	$	(112,070)	$	7,936	$	99,484	$	198,404
Repurchase of common stock	(594,817)	—		—		(594,817)	(6,182)		—		—		(6,182)
Stock-based compensation	—	—		2,350		—	—		—		—		2,350
Exercise of stock-based awards, net of shares withheld	249,700	—		(940)		—	—		—		—		(940)
Unrealized gain on interest rate caplets, net of taxes	—	—		—		—	—		1,081		—		1,081
Net income	—	—		—		—	—		—		7,416		7,416
Balance, March 31, 2024	83,778,268	8		204,456		(11,488,392)	(118,252)		9,017		$	106,900	202,129
Repurchase of common stock	(905,932)	—		—		(905,932)	(9,293)		—		—		(9,293)
Stock-based compensation	—	—		3,235		—	—		—		—		3,235
Exercise of stock-based awards, net of shares withheld	85,817	—		(492)		—	—		—		—		(492)
Unrealized loss on interest rate caplets, net of taxes	—	—		—		—	—		(1,077)		—		(1,077)
Net income	—	—		—		—	—		—		14,586		14,586
Balance, June 30, 2024	82,958,153	8		207,199		(12,394,324)	(127,545)		7,940		121,486		209,088
Repurchase of common stock	(585,119)	—		—		(585,119)	(6,215)		—		—		(6,215)
Stock-based compensation	—	—		3,342		—	—		—		—		3,342
Exercise of stock-based awards, net of shares withheld	57,171	—		(316)		—	—		—		—		(316)
Unrealized loss on interest rate caplets, net of taxes	—	—		—		—	—		(4,075)		—		(4,075)
Net income	—	—		—		—	—		—		4,895		4,895
Balance, September 30, 2024	82,430,205	$	8	$	210,225	(12,979,443)	$	(133,760)	$	3,865	$	126,381	$	206,719

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ACCEL ENTERTAINMENT, INC.

CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY- (Continued)

(Unaudited)


(In thousands, except shares)									Accumulated
	Class A-1			Additional		Treasury			Other				Total
	Common Stock			Paid-In		Stock			Comprehensive		Accumulated		Stockholders’
	Shares	Amount		Capital		Shares	Amount		Income		Earnings		Equity
Balance, January 1, 2023	86,674,390	$	9	$	194,157	(7,829,661)	$	(81,697)	$	12,240	$	53,881	$	178,590
Repurchase of common stock	(476,718)	—		—		(476,718)	(4,206)		—		—		(4,206)
Stock-based compensation	—	—		1,688		—	—		—		—		1,688
Exercise of stock-based awards, net of shares withheld	247,153	—		(602)		—	—		—		—		(602)
Unrealized loss on interest rate caplets, net of taxes	—	—		—		—	—		(2,166)		—		(2,166)
Net income	—	—		—		—	—		—		9,182		9,182
Balance, March 31, 2023	86,444,825	9		195,243		(8,306,379)	(85,903)		10,074		63,063		182,486
Repurchase of common stock	(887,174)	—		—		(887,174)	(8,230)		—		—		(8,230)
Stock-based compensation	—	—		2,567		—	—		—		—		2,567
Exercise of stock-based awards, net of shares withheld	48,074	—		(120)		—	—		—		—		(120)
Unrealized gain on interest rate caplets, net of taxes	—	—		—		—	—		2,062		—		2,062
Net income	—	—		—		—	—		—		9,983		9,983
Balance, June 30, 2023	85,605,725	9		197,690		(9,193,553)	(94,133)		12,136		73,046		188,748
Repurchase of common stock	(301,199)	—		—		(301,199)	(3,376)		—		—		(3,376)
Stock-based compensation	—	—		2,718		—	—		—		—		2,718
Exercise of stock-based awards	85,363	—		137		—	—		—		—		137
Unrealized gain on interest rate caplets, net of taxes	—	—		—		—	—		97		—		97
Net income	—	—		—		—	—		—		10,450		10,450
Balance, September 30, 2023	85,389,889	$	9	$	200,545	(9,494,752)	$	(97,509)	$	12,233	$	83,496	$	198,774

The accompanying notes are an integral part of these condensed consolidated financial statements

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ACCEL ENTERTAINMENT, INC. CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited)
(In thousands)	Nine Months Ended September 30,
	2024		2023
Cash flows from operating activities:
Net income	$	26,897	$	29,615
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization of property and equipment	32,229		27,914
Amortization of intangible assets and route and customer acquisition costs	16,808		15,825
Amortization of debt issuance costs	1,348		1,349
Loss on change in fair value of contingent earnout shares	4,190		11,063

Stock-based compensation	8,927		6,973
Loss on disposal of property and equipment	618		94
Net loss on write-off of route and customer acquisition costs and route and customer acquisition costs payable	947		784

Remeasurement of contingent consideration	5,764		178
Payments on consideration payable	(2,091)		(2,123)
Accretion of interest on route and customer acquisition costs payable, contingent consideration, and contingent stock consideration	1,131		1,141
Deferred income taxes	(3,076)		9,047
Changes in operating assets and liabilities:
Prepaid expenses, deposits and other current assets	(2,608)		(1,183)
Accounts receivable, net	5,637		(2,196)
Inventories	(1,409)		167
Route and customer acquisition costs	(7,155)		(2,762)
Route and customer acquisition costs payable	2,661		(449)
Accounts payable and accrued expenses	15,830		1,783
Accrued compensation and related expenses	(2,540)		(1,415)
Other assets	3,557		(3,798)
Net cash provided by operating activities	107,665		92,007
Cash flows from investing activities:
Purchases of property and equipment	(55,088)		(60,218)
Proceeds from the sale of property and equipment	689		1,464

Proceeds from the settlement of convertible notes	—		32,065
Deposits against a portion of the purchase price on a pending business acquisition	(11,763)		(4,600)
Investment in unconsolidated affiliate	(5,000)		—
Loss from unconsolidated affiliates	1		—
Business and asset acquisitions, net of cash acquired	(19,063)		(4,115)
Net cash used in investing activities	(90,224)		(35,404)
Cash flows from financing activities:
Proceeds from debt	49,500		123,000
Payments on debt	(38,625)		(152,875)
Payments for debt issuance costs	—		(300)
Payments for repurchase of common stock	(21,475)		(15,655)
Payments on interest rate caplets	(736)		(723)
Proceeds from exercise of stock-based awards	68		208
Payments on finance leases	(164)		—
Payments on consideration payable	(439)		(3,022)
Tax withholding on stock-based payments	(2,096)		(961)
Net cash used in financing activities	(13,967)		(50,328)
Net increase in cash and cash equivalents	3,474		6,275
Cash and cash equivalents:
Beginning of period	261,611		224,113
End of period	$	265,085	$	230,388

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ACCEL ENTERTAINMENT, INC. CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS - (Continued) (Unaudited)
(In thousands)	Nine Months Ended September 30,
	2024		2023
Supplemental disclosures of cash flow information:
Cash payments for:
Interest, net	$	24,545	$	22,586
Income taxes	$	14,840	$	7,575
Supplemental schedules of noncash investing and financing activities:
Purchases of property and equipment in accounts payable and accrued liabilities	$	10,655	$	11,655
Deferred premium on interest rate caplets	$	1,323	$	2,302


Acquisition of businesses and assets:
Total identifiable net assets acquired	$	21,164	$	4,115

Less consideration payable	(2,101)		—

Cash purchase price	$	19,063	$	4,115

The accompanying notes are an integral part of these condensed consolidated financial statements

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ACCEL ENTERTAINMENT, INC.

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)

Note 1. Description of Business

Accel Entertainment, Inc. (and together with its subsidiaries, the “Company” or “Accel”) is a leading distributed gaming operator in the United States (“U.S.”). The Company has operations in Illinois, Montana, Nevada, Nebraska, Georgia, Iowa, and Pennsylvania. The Company is subject to the various gaming regulations in the states in which it operates, as well as various other federal, state and local laws and regulations.

The Company’s business primarily consists of the installation, maintenance, operation and servicing of gaming terminals and related equipment, redemption devices that disburse winnings and contain automated teller machine (“ATM”) functionality, and amusement devices in authorized non-casino locations such as bars, restaurants, convenience stores, truck stops, and fraternal and veteran establishments across the country. The Company also operates stand-alone ATMs in gaming and non-gaming locations.

Note 2. 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, 2023 (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 the 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 warrants, the valuation of interest rate caplets, contingencies, and the expected term of share-based compensation awards and stock price volatility when computing stock-based compensation expense. Actual results may differ from those estimates.

Segment information: The Company operates as a single reportable segment. The Company’s chief operating decision maker (“CODM”) is the chief executive officer, who has ultimate responsibility for the operating performance of the Company and the allocation of its 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.

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Accel Entertainment, Inc. and Subsidiaries

Notes to Condensed Consolidated Financial Statements — (Continued)

Equity method investments: Investments in unconsolidated affiliates, which do not meet the controlling financial interest consolidation criteria of the authoritative accounting guidance for voting interest or variable interest entities, are accounted for under the equity method. The Company records its share of net income or loss from equity method investments within (Income) loss from unconsolidated affiliates in the condensed consolidated statements of operations and comprehensive income based on the most recently available financials after a lag of one quarter. The Company also adjusts the carrying value of its investments in unconsolidated affiliates based on its share of net income or loss from equity method investments.

On June 17, 2024, the Company invested $5.0 million in HBC Gaming LLC (“HBC”), in exchange for a 5% equity interest. HBC is a local entertainment company based in Hampton, New Hampshire that specializes in providing a variety of gaming services to its customers. The Company’s 5% investment qualifies for equity method accounting. The Company recorded its initial investment of $5.0 million within other assets on the condensed consolidated balance sheets. The Company also has obligations to fund additional equity investments in the event certain construction and development milestones are met in an amount up to 10% ownership of HBC, on an undiluted basis, at an additional cost of up to $6.5 million.

The Company recorded a loss from unconsolidated affiliates of less than $0.1 million for both the three and nine months ended September 30, 2024.

Revenue recognition: The Company generates revenues from the following types of services: gaming terminals, amusements, and ATMs. The Company also generates manufacturing revenue from the sale of gaming terminals and associated software. Revenue is disaggregated by type of revenue and is presented on the face of the condensed consolidated statements of operations and comprehensive income.

Total net revenues for the three and nine months ended September 30, 2024 and 2023 are further disaggregated by the primary states in which the Company operates.


(in thousands)	Three Months Ended September 30,				Nine Months Ended September 30,
	2024		2023			2024		2023
Net revenues by state:
Illinois	$	223,338	$	212,113		$	675,294	$	647,903
Montana	39,648		39,362			120,372		115,088
Nevada	28,350		28,003			86,881		87,833
Nebraska	6,538		4,802			18,621		13,213
Other	4,353		3,217			12,289		9,315
Total net revenues	$	302,227	$	287,497		$	913,457	$	873,352

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Accel Entertainment, Inc. and Subsidiaries

Notes to Condensed Consolidated Financial Statements — (Continued)

Recent accounting pronouncements: On November 27, 2023, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures, which requires public entities to disclose information about their reportable segments’ significant expenses regularly provided to the CODM. The amendments in this ASU enhance interim disclosure requirements, clarify circumstances in which an entity can disclose multiple segment measures of profit or loss, provide new segment disclosure requirements for entities with a single reportable segment, and contain other disclosure requirements. The ASU is effective for fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024. Entities must adopt the changes to the segment reporting guidance on a retrospective basis. The Company is currently evaluating the potential effect that this ASU will have on its financial statement disclosures.

On December 14, 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures. The ASU requires disaggregated information about a reporting entity’s effective tax rate reconciliation as well as information on income taxes paid disaggregated by jurisdiction. The new requirements will be effective for annual periods beginning after December 15, 2024, and will be applied on a prospective basis with the option to apply the standard retrospectively. The Company is currently evaluating the potential effect that this ASU will have on its financial statement disclosures.

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.

Note 3. Inventories

Inventories consist of the following as of September 30, 2024 and December 31, 2023 (in thousands):


	September 30, 2024		December 31, 2023
Raw materials and manufacturing supplies	$	7,394	$	5,693
Finished products	1,696		1,988
Total inventories	$	9,090	$	7,681

As of September 30, 2024 and December 31, 2023, no inventory valuation allowance was determined to be necessary.

Note 4. Investment in Convertible Notes

On May 31, 2023, the Company and Gold Rush Amusements, Inc. (“Gold Rush”), another terminal operator in Illinois, entered into a settlement agreement which resolved any and all lawsuits and all outstanding obligations under the Company’s investment in Gold Rush’s convertible notes. As part of the settlement, the Company received $32.5 million from Gold Rush in June 2023, which included the repayment of the face value of the convertible notes plus accrued interest as well as a $0.4 million prepayment on future amounts due. In addition, the Company has a receivable from Gold Rush of $1.4 million as of September 30, 2024, which represents the present value of the remaining $1.5 million due from Gold Rush by May 2025, and is presented within other current assets in the condensed consolidated balance sheets. The Company also recorded a gain of $1.7 million in the second quarter of 2023, which is included in other expenses, net on the condensed consolidated statements of operations and comprehensive income for the nine months ended September 30, 2023.

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Accel Entertainment, Inc. and Subsidiaries

Notes to Condensed Consolidated Financial Statements — (Continued)

Note 5. Property and Equipment

Property and equipment consist of the following as of September 30, 2024, and December 31, 2023 (in thousands):


	September 30, 2024		December 31, 2023
Gaming terminals, software and equipment	$	401,916	$	361,662
Amusement, ATM and other equipment	28,788		27,182
Office equipment and furniture	3,868		3,385
Computer equipment and software	21,831		20,592
Leasehold improvements	9,939		8,281
Vehicles	21,945		19,862
Buildings and improvements	17,104		14,047
Land	2,998		2,469
Construction in progress	1,683		5,480
Total property and equipment	510,072		462,960
Less accumulated depreciation and amortization	(228,155)		(202,147)
Total property and equipment, net	$	281,917	$	260,813

Depreciation and amortization of property and equipment was $11.0 million and $32.2 million for the three and nine months ended September 30, 2024, respectively. In comparison, depreciation and amortization of property and equipment was $9.4 million and $27.9 million for the three and nine months ended September 30, 2023, respectively.

Note 6. Route and Customer Acquisition Costs

The Company enters into contracts with third parties and its gaming locations to install and operate gaming terminals. Payments are due when gaming operations commence and then on a periodic basis for a specified period of time thereafter. Gross payments due, based on the number of live locations, were approximately $11.4 million and $7.4 million as of September 30, 2024 and December 31, 2023, 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 $9.4 million and $6.5 million as of September 30, 2024 and December 31, 2023, respectively, of which approximately $2.1 million and $1.5 million was included in current liabilities in the accompanying condensed consolidated balance sheets as of September 30, 2024 and December 31, 2023, respectively. The route and customer acquisition cost asset was comprised of upfront payments made on the contracts of $22.2 million and $20.0 million as of September 30, 2024 and December 31, 2023, 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 $1.4 million and $1.0 million as of September 30, 2024 and December 31, 2023, respectively.

Route and customer acquisition costs consisted of the following as of September 30, 2024 and December 31, 2023 (in thousands):


	September 30, 2024		December 31, 2023
Cost	$	39,263	$	33,855
Accumulated amortization	(15,538)		(14,667)
Route and customer acquisition costs, net	$	23,725	$	19,188

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Accel Entertainment, Inc. and Subsidiaries

Notes to Condensed Consolidated Financial Statements — (Continued)

Amortization expense of route and customer acquisition costs was $0.6 million and $1.7 million for the three and nine months ended September 30, 2024, respectively. In comparison, amortization expense of route and customer acquisition costs was $0.4 million and $1.2 million for the three and nine months ended September 30, 2023, respectively.

Note 7. 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 as of September 30, 2024 and December 31, 2023 (in thousands):


	September 30, 2024		December 31, 2023
Cost	$	300,520	$	286,728
Accumulated amortization	(123,727)		(110,417)
Location contracts acquired, net	$	176,793	$	176,311

Amortization expense of location contracts acquired was $4.6 million and $13.3 million for the three and nine months ended September 30, 2024, respectively. In comparison, amortization expense of location contracts acquired was $4.3 million and $12.8 million for the three and nine months ended September 30, 2023, respectively.

Note 8. Goodwill and Other Intangible Assets

The Company acquired various companies which were accounted for as a business combination using the acquisition method of accounting in accordance with Accounting Standards Codification (“ASC”) Topic 805, Business Combinations (“Topic 805”). The total excess of the purchase price over the tangible and intangible assets acquired and liabilities assumed was recorded as goodwill of $102.2 million and $101.6 million as of September 30, 2024 and December 31, 2023, respectively, of which $36.8 million was deductible for tax purposes as of September 30, 2024.

On June 26, 2024, the Company acquired BRM Services, Inc. (“Jorgenson’s Lounge”), a hospitality location in Helena, Montana, for a total purchase price of $1.1 million, of which $0.3 million was recorded as goodwill.

On September 19, 2024, the Company completed its acquisition of 24th Street Station Casino (“24th Street Station”), a hospitality location in Billings, Montana, for a total purchase price of $0.8 million, of which $0.1 million was recorded as goodwill.

On September 19, 2024, the Company completed its acquisition of Lucky 7’s Beverages, LLC (“Lucky 7s”), a hospitality location in Billings, Montana, for a total purchase price of $0.8 million, of which $0.1 million was recorded as goodwill.

For the full allocation of the purchase price for these acquisitions, see Note 10.

The following is a roll forward of the Company's goodwill (in thousands):


Goodwill balance as of January 1, 2024	$	101,554
Addition to goodwill for acquisition of Jorgenson’s Lounge	306



Addition to goodwill for acquisition of 24th Street Station	146
Addition to goodwill for acquisition of Lucky 7s	145
Goodwill balance as of September 30, 2024	$	102,151

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Accel Entertainment, Inc. and Subsidiaries

Notes to Condensed Consolidated Financial Statements — (Continued)

Other intangible assets

Other intangible assets consist of definite-lived trade names, customer relationships, and software applications. The Company determines the fair value of trade name assets acquired in acquisitions using a relief from royalty valuation method which requires assumptions such as projected revenue and a royalty rate. Other intangible assets are amortized over their estimated 7 to 20-year useful lives.

Other intangible assets consist of the following as of September 30, 2024 and December 31, 2023 (in thousands):


		September 30, 2024						December 31, 2023
	Amortization Period	Gross Carrying Amount		Accumulated Amortization		Net Carrying Amount		Gross Carrying Amount		Accumulated Amortization		Net Carrying Amount

Customer Relationships	7 years	$	6,800	$	(2,267)	$	4,533	$	6,800	$	(1,538)	$	5,262
Software Applications	8 years	7,800		(2,275)		5,525		7,800		(1,544)		6,256
Trade Names	20 years	9,800		(1,143)		8,657		9,800		(776)		9,024
		$	24,400	$	(5,685)	$	18,715	$	24,400	$	(3,858)	$	20,542

Amortization expense of other intangible assets was $0.6 million and $1.8 million for both the three and nine months ended September 30, 2024, and September 30, 2023, respectively.

Indefinite-lived intangible assets

The Company also has indefinite-lived intangible assets related to operating licenses totaling $5.7 million and $2.8 million as of September 30, 2024 and December 31, 2023, respectively, which are recorded within other assets on the condensed consolidated balance sheets.

Note 9. Debt

The Company’s debt as of September 30, 2024 and December 31, 2023, consisted of the following (in thousands):


	September 30, 2024		December 31, 2023
Senior Secured Credit Facility:
Revolving credit facility	$	77,500	$	46,000
Term Loan	297,500		310,625
Delayed Draw Term Loan	181,250		188,750
Total borrowings	556,250		545,375
Add: Remaining premium on interest rate caplets financed as debt	1,323		2,059
Less: Debt issuance costs	(3,511)		(4,860)
Total debt, net of debt issuance costs	554,062		542,574
Less: Current maturities	(28,490)		(28,483)
Total debt, net of current maturities	$	525,572	$	514,091

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Accel Entertainment, Inc. and Subsidiaries

Notes to Condensed Consolidated Financial Statements — (Continued)

As of September 30, 2024, the weighted-average interest rate on the Company’s borrowings was approximately 7.6%.

During October 2024, the Company borrowed an additional $119.0 million on the Delayed Draw Term Loan (“DDTL”) under the existing credit agreement, as amended, of which $77.5 million was used to pay down the revolving credit facility under the credit agreement, as amended, $35.0 million is anticipated to be used for a pending business acquisition and the remaining $6.5 million was used for general business operations. The Company’s ability to borrow on the DDTL ended on October 22, 2024.

Interest rate caplets

The Company manages its exposure to some of its interest rate risk through the use of interest rate caplets, which are derivative financial instruments. On January 12, 2022, the Company hedged the variability of the cash flows attributable to changes in the 1-month LIBOR/SOFR interest rates on the first $300 million of the term loan under the Company’s existing credit agreement, as amended, by entering into a 4-year series of 48 deferred premium caplets (“caplets”)

The Company recognized an unrealized loss, net of taxes, on the change in fair value of the caplets of $4.1 million for both the three and nine months ended September 30, 2024. In comparison, the Company recognized an unrealized gain of $0.1 million and an unrealized loss of less than $0.1 million, both net of taxes, for the three and nine months ended September 30, 2023, respectively. For more information on how the Company determines the fair value of the caplets, see Note 12. The Company also recognized interest income on the caplets of $2.6 million and $7.7 million for the three and nine months ended September 30, 2024, respectively. In comparison, the Company recognized interest income on the caplets of $2.5 million and $6.7 million for the three and nine months ended September 30, 2023, respectively. These amounts are reflected in interest expense, net in the condensed consolidated statements of operations and other comprehensive income.

Note 10. Business Acquisitions

2024 Business Acquisitions

24th Street Station

On September 19, 2024, the Company completed its acquisition of 24th Street Station for a total purchase price of $0.8 million, which the Company paid in cash at closing. The acquisition was accounted for as a business combination in accordance with Topic 805. The purchase price was allocated to the following assets: i) indefinite-lived intangible assets totaling $0.7 million, and ii) goodwill totaling $0.1 million. The results of operations for the 24th Street Station are included in the condensed consolidated financial statements of the Company from the date of acquisition and were not material.

Lucky 7s

On September 19, 2024, the Company completed its acquisition of Lucky 7s for a total purchase price of $0.8 million, which the Company paid in cash at closing. The acquisition was accounted for as a business combination in accordance with Topic 805. The purchase price was allocated to the following assets: i) indefinite-lived intangible assets totaling $0.7 million, and ii) goodwill totaling $0.1. The results of operations for Lucky 7s are included in the condensed consolidated financial statements of the Company from the date of acquisition and were not material.

Jorgenson’s Lounge

On June 26, 2024, the Company acquired Jorgenson’s Lounge for a total purchase price of $1.1 million, which the Company paid in cash at closing. The acquisition was accounted for as a business combination in accordance with Topic 805. The purchase price was allocated to the following assets: i) indefinite-lived intangible assets totaling $0.8 million, and ii) goodwill totaling $0.3 million. The results of operations Jorgenson’s Lounge are included in the condensed consolidated financial statements of the Company from the date of acquisition and were not material.

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Accel Entertainment, Inc. and Subsidiaries

Notes to Condensed Consolidated Financial Statements — (Continued)

Illinois Gaming Entertainment

On May 1, 2024, the Company acquired certain assets of Illinois Gaming Entertainment LLC (“IGE”), an Illinois-based terminal operator. The Company acquired 16 operational locations, as well as gaming equipment. The acquisition was accounted for as an asset acquisition in accordance with Topic 805. The aggregate purchase consideration transferred totaled $13.5 million, which included i) $11.4 million in cash at closing and ii) contingent purchase consideration with an estimated fair value of $2.1 million. The contingent purchase consideration represents three installments of $0.6 million which are due on the first, second and third anniversary of the acquisition with $0.7 million due on the fourth anniversary of the acquisition. All payments are subject to the acquired locations still being in operation on the respective anniversary dates. The present value of the consideration payable was $2.2 million as of September 30, 2024 and is recorded in consideration payable on the condensed consolidated balance sheets. The aggregate purchase consideration of $13.5 million was allocated to the following assets: i) location contracts totaling $11.6 million, ii) gaming equipment totaling $1.6 million, and iii) redemption equipment totaling $0.3 million. The results of operations for IGE are included in the condensed consolidated financial statements of the Company from the date of acquisition and were not material.

Great Lakes Vending

On February 22, 2024, the Company acquired certain assets of Great Lakes Vending Corporation (“GLV”), an Illinois-based terminal operator. The Company acquired one operational location, as well as gaming and redemption terminal equipment. The acquisition was accounted for as an asset acquisition in accordance with Topic 805. The total purchase price was approximately $1.3 million, which the Company paid in cash at closing. The total purchase price of $1.3 million was allocated to the following assets: i) location contracts totaling $1.2 million and ii) gaming and redemption equipment totaling $0.1 million. The results of operations for GLV are included in the condensed consolidated financial statements of the Company from the date of acquisition and were not material.

Doc & Eddy’s

On January 10, 2024, the Company acquired Doc & Eddy’s West (“D&E”), a hospitality operation in Montana. The acquisition was accounted for as an asset acquisition in accordance with Topic 805. The total purchase price was approximately $2.3 million, which the Company paid in cash at closing, and was allocated to the following assets: i) buildings totaling $1.0 million, ii) indefinite long-lived assets totaling $0.9 million and iii) land totaling $0.4 million. The results of operations for D&E are included in the condensed consolidated financial statements of the Company from the date of acquisition and were not material.

Pending Business Acquisition

Louisiana acquisition

On April 11, 2023, the Company entered into an agreement to acquire a distributed gaming operator in the state of Louisiana with an option to acquire a second distributed gaming operator in the state of Louisiana. In connection therewith, the Company has paid $18.1 million through September 30, 2024, as an advance against a portion of the purchase price and is recorded within deposits on the condensed consolidated balance sheets. Furthermore, on August 10, 2023, the Company loaned the distributed gaming operator $0.3 million. Closing is expected in the fourth quarter of 2024.

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Accel Entertainment, Inc. and Subsidiaries

Notes to Condensed Consolidated Financial Statements — (Continued)

Fairmount

On July 12, 2024, the Company and Fairmount Holdings, Inc. (“Fairmount”) entered into an agreement for the Company to acquire Fairmount, the owner of the FanDuel Sportsbook & Horse Racing in Collinsville, Illinois, for total consideration of approximately $35 million (based on a 20-day trailing weighted average close price), payable to the sellers as 3.45 million shares of the Company’s Class A-1 common stock. The closing of the transaction is subject to customary closing conditions and customary approvals from the Illinois Racing Board and the Illinois Gaming Board (the “IGB”). Closing is expected in the fourth quarter of 2024.

2023 Business Acquisitions

Illinois Video Slot Management

On December 27, 2023, the Company acquired certain assets of Illinois Video Slot Management Corp. (“IVSM”), an Illinois-based terminal operator. The Company acquired a gaming location, as well as gaming equipment. The acquisition was accounted for as an asset acquisition in accordance with Topic 805. The total purchase price was approximately $1.0 million, of which the Company paid $0.7 million in cash at closing. The remaining $0.3 million of consideration is payable in three installments of $0.1 million which are due on the first, second and third anniversary of the acquisition assuming the location is still in operation. The total purchase price of $1.0 million was allocated to the following assets: i) a location contract totaling $0.9 million and ii) gaming equipment totaling $0.1 million. The results of operations for the IVSM acquisition are included in the condensed consolidated financial statements of the Company from the date of acquisition and were not material.

Illinois Gaming Entertainment

On May 23, 2023, the Company acquired four operational locations from IGE, as well as gaming equipment. The acquisition was accounted for as an asset acquisition in accordance with Topic 805. The total purchase price was approximately $1.5 million, which the Company paid in cash at closing. The total purchase price of $1.5 million was allocated to the following assets: i) location contracts totaling $1.1 million and ii) gaming equipment totaling $0.4 million.

On October 3, 2023, the Company acquired three additional operational locations from IGE, as well as gaming equipment. The acquisition was accounted for as an asset acquisition in accordance with Topic 805. The total purchase price was approximately $2.3 million, which the Company paid in cash at closing. The total purchase price of $2.3 million was allocated to the following assets: i) location contracts totaling $2.0 million and ii) gaming equipment totaling $0.3 million.

The results of operations for all IGE acquisitions are included in the condensed consolidated financial statements of the Company from the date of acquisition and were not material.

Rendezvous

On February 13, 2023, the Company acquired Rendezvous, a hospitality operation in Billings, Montana. The acquisition was accounted for as a business combination using the acquisition method of accounting in accordance with Topic 805. The total purchase price of $2.6 million was paid in cash at closing and was allocated to the following assets: i) indefinite-lived intangible assets totaling $0.8 million; ii) land totaling $0.5 million; iii) buildings totaling $0.4 million; iv) gaming equipment totaling $0.1 million, and v) goodwill totaling $0.8 million. The results of operations for Rendezvous are included in the condensed consolidated financial statements of the Company from the date of acquisition and were not material.

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Accel Entertainment, Inc. and Subsidiaries

Notes to Condensed Consolidated Financial Statements — (Continued)

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 consideration payable on the condensed consolidated balance sheets as of September 30, 2024 and December 31, 2023. The contingent consideration accrued is measured at fair value on a recurring basis. The Company presents on its condensed consolidated 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 as of September 30, 2024 and December 31, 2023 (in thousands):


	September 30, 2024				December 31, 2023
	Current		Long-Term		Current		Long-Term
TAV*	$	509	$	—	$	2,005	—
Fair Share Gaming*	863		4,887		504		92

Skyhigh*	562		4,241		528		3,941


IVSM	99		178		94		168
IGE	576		1,576		—		—

Tom's Amusements*	57		—		57		—


Island*	100		—		100		—


Total	$	2,766	$	10,882	$	3,288	$	4,201

* Acquisitions that occurred prior to 2023.

Note 11. Contingent Earnout Share Liability

Pursuant 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. The contingent earnout share liability is recorded at fair value. For more information on how the fair value is determined, see Note 12.

In 2019, 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 specified triggers, based on the closing sale price of Class A-1 common stock exceeding certain prices over certain trading periods.

In 2020, the market condition for the settlement of Tranche I was satisfied. As a result, 1,666,636 shares of the 1,666,666 shares of Class A-2 common stock were converted into Class A-1 common stock.

The market conditions for the remaining two Tranches are as follows:

•Tranche II, equal to 1,666,667 shares of Class A-2 common stock, will be exchanged for Class A-1 common stock if the closing sale price of Class A-1 common stock on the New York Stock Exchange (“NYSE”) equals or exceeds $14.00 for at least twenty trading days in any consecutive thirty trading day period; and

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Accel Entertainment, Inc. and Subsidiaries

Notes to Condensed Consolidated Financial Statements — (Continued)

•Tranche III, equal to 1,666,667 shares of Class A-2 common stock, will be exchanged for Class A-1 common stock if the closing sale price of Class A-1 common stock on the NYSE equals or exceeds $16.00 for at least twenty trading days in any consecutive thirty trading day period.

Note 12. 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 NYSE. Level 1 also includes U.S. Treasury and federal agency securities and federal agency mortgage-backed securities, which are traded by dealers or brokers in active markets. Valuations are obtained from readily available pricing sources for market transactions involving identical assets or liabilities.

Level 2: Valuations for assets and liabilities traded in less active dealer or broker markets. Valuations are obtained from third-party pricing services for identical or similar assets or liabilities.

Level 3: Valuations for assets and liabilities that are derived from other valuation methodologies, including option pricing models, discounted cash flow models and similar techniques, and not based on market exchange, dealer, or broker traded transactions. Level 3 valuations incorporate certain assumptions and projections in determining the fair value assigned to such assets or liabilities.

Assets measured at fair value

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

September 30, 2024

Quoted Prices in Active Markets for Identical Assets
(Level 1)

Significant Other Observable Inputs (Level 2)

Significant Unobservable Inputs (Level 3)

Assets:

Interest rate caplets

6,686

—

6,686

—

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Accel Entertainment, Inc. and Subsidiaries

Notes to Condensed Consolidated Financial Statements — (Continued)

Fair Value Measurement at Reporting Date Using

December 31, 2023

Quoted Prices in Active Markets for Identical Assets
(Level 1)

Significant Other Observable Inputs (Level 2)

Significant Unobservable Inputs (Level 3)

Assets:

Interest rate caplets

13,011

—

13,011

—

Interest rate caplets

The Company determines the fair value of the interest rate caplets using quotes that are based on models whose inputs are observable LIBOR/SOFR forward interest rate curves. The valuation of the interest rate caplets is considered to be a Level 2 fair value measurement as the significant inputs are observable. Unrealized changes in the fair value of the interest rate caplets are classified within other comprehensive income on the accompanying condensed consolidated statements of operations and comprehensive income. Realized gains on the interest rate caplets are recorded to interest expense, net on the accompanying condensed consolidated statements of operations and comprehensive income and included within cash payments for interest, net on the condensed consolidated statements of cash flow.

Liabilities measured at fair value

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
	September 30, 2024		Quoted Prices in Active Markets for Identical Assets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)
Liabilities:
Contingent consideration	$	12,862	$	—	$	—	$	12,862
Contingent earnout shares	36,017		—		36,017		—
Warrants	13		—		13		—
Total	$	48,892	$	—	$	36,030	$	12,862


			Fair Value Measurement at Reporting Date Using
	December 31, 2023		Quoted Prices in Active Markets for Identical Assets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)
Liabilities:
Contingent consideration	$	5,484	$	—	$	—	$	5,484
Contingent earnout shares	31,827		—		31,827		—
Warrants	13		—		13		—
Total	$	37,324	$	—	$	31,840	$	5,484

Contingent Consideration

The Company uses a discounted cash flow analysis to determine the value of contingent consideration upon acquisition and updates this estimate on a recurring basis. The significant assumptions used in the Company's cash flow analysis includes the probability adjusted projected revenues after state taxes, a discount rate as applicable to each acquisition, and the estimated number of locations that “go live” with the Company during the contingent consideration period. The valuation of the Company's contingent consideration is considered to be a Level 3 fair value measurement as the significant inputs are unobservable and

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Accel Entertainment, Inc. and Subsidiaries

Notes to Condensed Consolidated Financial Statements — (Continued)

require significant judgment or estimation. Changes in the fair value of contingent consideration liabilities are classified within other expenses, net on the accompanying condensed consolidated statements of operations and comprehensive income.

Contingent earnout shares

The Company determined the fair value of the contingent earnout shares based on the market price of the Company's Class A-1 common stock. The liability, by tranche, is then stated at present value based on i) an interest rate derived from the Company's borrowing rate and the applicable risk-free rate and ii) an estimate on when it expects the contingent earnout shares to convert to Class A-1 common stock. The valuation of the Company's contingent consideration is considered to be a Level 2 fair value measurement. Changes in the fair value of contingent earnout shares are included within loss on change in fair value of contingent earnout shares on the accompanying condensed consolidated statements of operations and comprehensive income.

Warrants

The Company has 5,144 warrants outstanding as of September 30, 2024, which will expire in November 2024. The liability for the Company’s warrants is included in other long-term liabilities on the condensed consolidated balance sheets. The Company determined the fair value of its warrants by using a Black-Scholes option-pricing model. The Black-Scholes option-pricing model requires inputs such as the fair value of the Company's Class A-1 common stock, the risk-free interest rate, expected term, expected dividend yield and expected volatility. The Company's valuation of its warrants is considered to be a Level 2 fair value measurement. Changes in the fair value of the warrants are included within gain on change in fair value of warrants on the accompanying condensed consolidated statements of operations and comprehensive income, if applicable. There was no change in the fair value of the warrants for the three and nine months ended September 30, 2024 and 2023.

There were no transfers in or out of Level 3 for the periods presented.

Note 13. 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 shares of Class A-1 common stock. The timing and actual number of shares repurchased will depend on a variety of factors, including price, general business and market conditions, and alternative investment opportunities. Under the repurchase program, repurchases can be made from time to time using a variety of methods, including open market purchases or privately negotiated transactions, in compliance with the rules of the SEC and other applicable legal requirements. The repurchase program does not obligate the Company to acquire any particular amount of shares, and the repurchase program may be suspended or discontinued at any time at the Company’s discretion. As of September 30, 2024, the Company acquired a total of 13,495,065 shares under the plan at a total purchase price of $139.5 million, of which 2,085,868 shares at a total purchase price of $21.5 million were acquired during the nine months ended September 30, 2024.

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Accel Entertainment, Inc. and Subsidiaries

Notes to Condensed Consolidated Financial Statements — (Continued)

Note 14. 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 issued 319,731 restricted stock units (“RSUs”) to the Board of Directors and certain eligible employees during the first quarter of 2024, which will vest over a period of 3 to 4 years for employees and by the end of 2024 for the Board of Directors. The Company also issued 149,381 performance-based restricted stock units (“PSUs”) to certain eligible employees during the first quarter of 2024, which will vest after 3 years. The numbers of shares earned upon vesting of the PSUs, if any, is based on the attainment of performance goals over the performance period, subject to continued service, except for employees who are retirement eligible and in certain other limited circumstances. The estimated grant date fair value of these RSUs and PSUs totaled $5.3 million.

The Company issued 403,760 RSUs to certain eligible employees during the second quarter of 2024, which will vest over a period of 1 to 3 years. The estimated grant date fair value of these RSUs totaled $4.0 million.

The Company issued 184,612 RSUs to certain eligible employees during the third quarter of 2024, which will vest over a period of 3 to 4 years. The estimated grant date fair value of these RSUs totaled $2.1 million.

Stock-based compensation expense, which pertains to the Company’s stock options, RSUs and PSUs, was $3.3 million and $8.9 million for the three and nine months ended September 30, 2024, respectively. In comparison, stock-based compensation expense was $2.7 million and $7.0 million for the three and nine months ended September 30, 2023, respectively. Stock-based compensation expense is included within general and administrative expenses in the condensed consolidated statements of operations and other comprehensive income.

Note 15. Income Taxes

The Company recognized income tax expense of $3.6 million and $12.3 million for the three and nine months ended September 30, 2024, respectively. In comparison, the Company recognized income tax expense of $4.6 million and $16.7 million for the three and nine months ended September 30, 2023, 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 42.2% and 31.3% for the three and nine months ended September 30, 2024, respectively. In comparison, the Company’s effective tax rate was 30.7% and 36.1% for the three and nine month ended September 30, 2023, respectively. The Company’s effective income tax rate can vary from period to period depending on, among other factors, the amount of permanent tax adjustments and discrete items. The change in the fair value of the contingent earnout shares is considered a discrete item for income tax purposes and was the primary driver for the fluctuations in the tax rate year over year.

Note 16. 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.

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Accel Entertainment, Inc. and Subsidiaries

Notes to Condensed Consolidated Financial Statements — (Continued)

The Company has been involved in a series of related litigated matters stemming from claims that it 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 gaming terminals within a number of establishments, including the Defendant Establishments. Under agreements with Rowell, the Company agreed to pay him for each licensed establishment which decided to enter into an exclusive location agreement with Accel. In late August and early September 2012, each of the Defendant Establishments signed a separate location agreement with the Company, purporting to grant the Company the exclusive right to operate gaming terminals in those establishments. Separately, on August 24, 2012, Action Gaming sold and assigned its rights to all its location agreements to J&J, including its exclusive rights with the Defendant Establishments (the “J&J Assigned Agreements”). At the time of the assignment of such rights to J&J, the Defendant Establishments were not yet licensed by the IGB.

Action Gaming, J&J, and other parties, collectively, the Plaintiffs, filed a complaint against the Company, Rowell, and other parties in the Circuit Court of Cook County, Illinois (the “Circuit Court”), on August 31, 2012, as amended on November 1, 2012, December 19, 2012, and October 3, 2013, alleging, among other things, that Accel aided and abetted Rowell in breaches of his fiduciary duties and contractual obligations with Action Gaming and tortiously interfered with Action Gaming’s contracts with Rowell and agreements assigned to J&J. The complaint seeks damages and injunctive and equitable relief. On January 24, 2018, the Company filed a motion to dismiss for lack of subject matter jurisdiction, as further described below. On May 14, 2018, the Circuit Court denied the Company’s motion to dismiss and granted a stay to the case, pending a ruling from the IGB on the validity of the J&J Assigned Agreements.

From 2013 to 2015, the Plaintiffs filed additional claims, including J&J Ventures Gaming, LLC et al. v. Wild, Inc. (“Wild”), in various circuit courts seeking declaratory judgments with a number of establishments, including each of the Defendant Establishments, requesting declarations that, among other things, J&J held the exclusive right to operate gaming terminals at each of the Defendant Establishments as a result of the J&J Assigned Agreements. The Company was granted leave to intervene in all of the declaratory judgments. The circuit courts found that the J&J Assigned Agreements were valid because each of the underlying location agreements were between an unlicensed establishment and an unlicensed terminal operator, and therefore did not constitute use agreements that were otherwise precluded from assignment under the IGB’s regulations. Upon the Company’s appeal, the Illinois Appellate Court, Fifth District (the “District Court”), vacated the circuit courts’ judgments and dismissed the appeals, holding that the IGB had exclusive jurisdiction over the matter that formed the basis of the parties’ claims, and declined to consider the merits of the parties’ disputes. On September 22, 2016, and after the IGB intervened, the Supreme Court of Illinois issued a judgment in Wild, affirming the District Court’s decision vacating the circuit courts’ judgments for lack of subject matter jurisdiction and dismissing the appeals, determining that the IGB has exclusive jurisdiction to decide the validity and enforceability of gaming terminal use agreements.

Between May 2017 and September 2017, both the Company and J&J filed petitions with the IGB seeking adjudication of the rights of the parties and the validity of the use agreements. Those petitions were recently adjudicated by the IGB, largely in the Company’s favor, and J&J has filed a new lawsuit to challenge the IGB’s rulings. The Company does not have a present estimate regarding the potential damages, if any, that could potentially be awarded in this litigation and, accordingly, has established no reserves relating to such matters. There are also petitions pending with the IGB which could lead to the Company obtaining new locations.

On October 7, 2019, the Company filed a lawsuit in the Circuit Court of Cook County, Illinois against Rowell and other parties related to Rowell’s breaches of his non-compete agreement with Accel. The Company alleged that Rowell and a competitor were working together to interfere with the Company’s customer relationships. On November 7, 2019, Rowell filed a lawsuit in the Circuit Court of Cook County, Illinois against the Company alleging that he had not received certain equity interests

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Accel Entertainment, Inc. and Subsidiaries

Notes to Condensed Consolidated Financial Statements — (Continued)

in the Company to which he was allegedly entitled under his agreement. On July 18, 2024, the Company and Rowell entered into a settlement agreement pursuant to which the Company paid Rowell $0.1 million in exchange for a mutual release of the Company's claims against Rowell and Rowell's claims against the Company. The litigation involving Action Gaming, J&J, and the other parties, as described above, remains pending.

On July 2, 2019, Illinois Gaming Investors, LLC filed a lawsuit against the Company. The lawsuit alleges that a current employee violated his non-competition agreement with Illinois Gaming Investors, LLC, and together with the Company, wrongfully solicited prohibited licensed video gaming locations. The parties settled this dispute in April 2022.

On December 18, 2020, the Company received a disciplinary complaint from the IGB alleging violations of the Video Gaming Act and the IGB’s Adopted Rules for Video Gaming. The disciplinary complaint sought to fine the Company in the amount of $5 million. On July 6, 2023, the IGB and the Company entered into a settlement agreement for $1.1 million of which $1.0 million is the fine for the alleged conduct and $0.1 million is for reimbursement of administrative and investigative costs. The amount was paid in the third quarter of 2023. As a result of the settlement agreement, the Company has agreed to review similar initiatives with the IGB before implementing a new program or making any public announcements, require additional annual training of its employees, and provide additional compliance disclosures to the IGB.

On March 9, 2022, the Company filed a lawsuit in the Circuit Court of Cook County, Illinois against Gold Rush relating to the Gold Rush convertible notes. The complaint sought damages for breach of contract and the implied covenant of good faith and fair dealing as well as unjust enrichment. On June 22, 2022, Gold Rush filed a lawsuit in the Circuit Court of Cook County, Illinois against the Company. The lawsuit alleged that the Company tortiously interfered with Gold Rush’s business activities and engaged in misconduct with respect to the Gold Rush convertible notes. On April 22, 2022, the Company filed a petition in the Circuit Court of Cook County, Illinois to judicially review the IGB's decision to deny the requested transfer of Gold Rush common stock in respect of the Company’s conversion of the convertible notes. Discovery ensued on these lawsuits but both suits were dismissed with prejudice as a result of the previously mentioned settlement between the Company and Gold Rush on the convertible notes. The Company also withdrew its petition to judicially review the IGB's decision. For more information, see Note 4.

On March 25, 2022, Midwest Electronics Gaming LLC (“Midwest”) filed an administrative review action against the Illinois Gaming Board, the Company and J&J in the Circuit Court of Cook County, Illinois seeking administrative review of decisions of the IGB ruling in favor of the Company and J&J and against Midwest regarding the validity of certain use agreements covering locations currently serviced by Midwest. No monetary damages are sought against the Company. The Company filed a motion to dismiss Midwest’s amended complaint, which was granted in part and denied in part.

In July 2022, an enforcement action was brought against the Company by an Illinois municipality related to an alleged violation of an ordinance requiring the collection of an additional tax, the enforceability of which is currently being contested by the Illinois Gaming Machine Operators Association. Rather than litigate the alleged violation, the Company pled no contest and paid an initial penalty to the municipality in October 2022 and for the remaining months of 2022. The Company continued to negotiate with and voluntarily make the appropriate payments to the municipality during 2023 and 2024.

In February 2023, an Illinois municipality issued an order against the Company for the alleged failure to pay a terminal operator tax (“TO Tax”) for the privilege of operating gaming terminals within the municipality. The TO Tax was adopted by the municipality on June 8, 2021, but there was no enforcement of this tax until the Company was issued a notice of hearing in February 2023. In April 2023, the Company, along with numerous other terminal operators, filed a complaint in the Circuit Court of Cook County, Illinois contesting the validity and enforceability of the TO Tax and won a temporary restraining order to stay the order. Currently, the matter remains pending as a result of a motion to consolidate and to finalize the assignment of the judge.

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Accel Entertainment, Inc. and Subsidiaries

Notes to Condensed Consolidated Financial Statements — (Continued)

The results for the nine months ended September 30, 2024 and 2023 included a loss of $0.3 million and $1.4 million, respectively, related to these matters and is included within general and administrative expenses in the condensed consolidated statements of operations and other comprehensive income.

Note 17. Earnings Per Share

The components of basic and diluted earnings per share (“EPS”) were as follows for the three and nine months ended September 30 (in thousands, except per share amounts):


	Three Months Ended September 30,				Nine Months Ended September 30,
	2024		2023		2024		2023

Net income	$	4,895	$	10,450	$	26,897	$	29,615



Basic weighted average outstanding shares of common stock	82,952		85,865		83,718		86,305
Dilutive effect of stock-based awards for common stock	1,370		1,249		1,172		717



Diluted weighted average outstanding shares of common stock	84,322		87,114		84,890		87,022

Earnings per common share:
Basic	$	0.06	$	0.12	$	0.32	$	0.34
Diluted	$	0.06	$	0.12	$	0.32	$	0.34

Anti-dilutive stock-based awards, contingent earnout shares and warrants excluded from the calculations of diluted EPS were 4.3 million and 4.4 million shares as of September 30, 2024 and 2023, respectively.

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ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

You should read the following discussion and analysis of our financial condition and results of operations in conjunction with our unaudited condensed consolidated financial statements and the related notes and other financial information included in this Quarterly Report on Form 10-Q. This discussion and analysis contains forward-looking statements that involve risks and uncertainties. Our actual results could differ materially from the forward-looking statements. Factors that could cause or contribute to such differences include those discussed in the section titled “Risk Factors” included in our Annual Report on Form 10-K for the year ended December 31, 2023. This discussion and analysis should also be read in conjunction with “Management’s Discussion and Analysis of Financial Condition and Results of Operations”, set forth in our Annual Report on Form 10-K for the year ended December 31, 2023.

Company Overview

We are a leading distributed gaming operator in the United States (“U.S.”) and a preferred partner for local business owners in the markets we serve. We offer turnkey, full-service gaming solutions to bars, restaurants, convenience stores, truck stops, and fraternal and veteran establishments across the country. Our focus is providing unmatched customer support, guidance, and expertise so our location partners can grow their businesses with incremental revenue.

We install, maintain, operate and service gaming terminals and related equipment for our location partners as well as redemption devices that have automated teller machine (“ATM”) functionality and stand-alone ATMs. We offer amusement devices, including jukeboxes, dartboards, pool tables, and other entertainment related equipment. These operations provide a complementary source of lead generation for our gaming business by offering a “one-stop” source of additional equipment for our location partners. We also design and manufacture gaming terminals and related equipment. We are continuously evaluating additional opportunities that are complementary to our core business, such as our pending acquisition of the FanDuel Sportsbook & Horse Racing in Collinsville, Illinois, as discussed in Note 10 to the condensed consolidated financial statements.

We currently operate as a distributed gaming operator in the following states:

State

Year Operations Started or Year of Acquisition

Branding

Operations

Illinois

2012

Accel Entertainment

•Establishments with a liquor license (Up to 6 gaming terminals)

–Bars/restaurants/retail

–Gaming cafes

–Fraternal organizations

–Veterans’ organizations

•Truck stops (Up to 6 gaming terminals)

•Large truck stops (Up to 10 gaming terminals)

Montana

2022

Century Gaming

•Business locations licensed to sell alcoholic beverages for on-premises consumption only, including locations restricted to offering a maximum of 20 gaming terminals

Montana

2022

Grand Vision Gaming

•Designs and manufactures gaming terminals and software that are sold to Montana, South Dakota, West Virginia, and Louisiana

•Develops proprietary gaming terminals and related software as well as other ancillary equipment for our distributed gaming routes in Montana, Nevada, Nebraska and Georgia

Montana

2023

Yellowstone Casino and other local retail/parlor locations

•Retail gaming locations licensed to sell alcoholic beverages and offering a maximum of 20 gaming terminals

•Certain locations have attractive food offerings

•Currently, we have five parlor locations

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State

Year Operations Started or Year of Acquisition

Branding

Operations

Nevada

2022

Century Gaming

•Non-casino locations where gaming is incidental to the primary business being conducted at the location, including:

–Grocery/drug/convenience stores

–Bars/restaurants/taverns

–Liquor stores

•Games are generally limited to 15 or fewer gaming terminals with no other forms of gaming activity permitted

Nebraska

2022

Accel Entertainment

•Operate cash devices in retail locations throughout the state

•Retail establishments include any business location that is open to the public for the sale of goods other than gaming terminals and that possesses a valid sales tax permit

Georgia

2020

Bulldog Gaming

•Operate gaming terminals which are skill-based coin-operated amusement machines with winnings paid in points that may be redeemed for noncash merchandise, prizes, toys, gift cards, or novelties

Iowa

2021

Accel Entertainment

•Operate amusement concessions, including games of chance and games of skill, which we define as gaming terminals

•Bars, taverns, and restaurants with a certain class of liquor license are permitted to operate up to four electrical or mechanical games of chance

Pennsylvania

2023

Accel Entertainment

•Operate gaming terminals at qualified truck stops

•We are live with a partner truck stop

Macroeconomic Factors

Ongoing interest rate uncertainty, persistent inflation and actual or perceived instability in the U.S. and global banking systems may increase the risk of an economic recession and volatility in the capital or credit markets in the U.S. and other markets globally. Our location partners may be adversely impacted by changes in overall economic and financial conditions, and certain location partners may cease operations in the event of a recession or inability to access financing. Furthermore, our revenue is largely driven by players’ disposable incomes and level of gaming activity, and economic conditions that adversely impact players’ ability and desire to spend disposable income at our locations partners may adversely affect our results of operations and cash flows.

To date, we have not observed material impacts in our business or outlook, outside of observed increases in our costs related to higher wages and increased interest expense on our debt. In 2023 and the first half of 2024, we accelerated certain of our capital expenditures related to gaming machines and related components to manage our supply chain.

We intend to continue to monitor macroeconomic conditions closely and may determine to take certain financial or operational actions in response to such conditions to the extent our business begins to be adversely impacted.

Components of Performance

Net revenues

Net gaming. Net gaming revenue represents net cash received from gaming activities, which is the difference between gaming wins and losses. Net gaming revenue includes the amounts earned by our location partners and is recognized at the time of gaming play.

Amusement. Amusement revenue represents amounts collected from amusement devices operated at various location partners and is recognized at the point the amusement device is used.

Manufacturing. Manufacturing revenue represents sales of gaming terminals and software as well as other ancillary equipment.

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ATM fees and other. ATM fees and other primarily represents fees charged for the withdrawal of funds from our redemption devices and stand-alone ATMs and is recognized at the time of the ATM transaction.

Operating expenses

Cost of revenue. Cost of revenue consists of (i) taxes on net gaming revenue that is payable to the appropriate jurisdiction (effective July 1, 2024, the tax on net gaming revenue in the State of Illinois increased from 34% to 35%, which is split equally between us and our locations in Illinois), (ii) licenses, permits and other fees required for the operation of gaming terminals and other equipment, (iii) location revenue share, which is governed by local governing bodies and location contracts, (iv) ATM and amusement commissions payable to locations, and (v) ATM and amusement fees.

Cost of manufacturing goods sold. Cost of manufacturing goods sold consists of costs associated with the sale of gaming terminals and software as well as other ancillary equipment.

General and administrative. General and administrative expenses consist of operating expense and general and administrative expense. Operating expense includes payroll and related expense for service technicians, route technicians, route security, and preventative maintenance personnel. Operating expense also includes vehicle fuel and maintenance, and non-capitalizable parts expenses. Operating expenses are generally proportionate to the number of locations and gaming terminals. General and administrative expense includes payroll and related expense for account managers, business development managers, marketing, and other corporate personnel. In addition, general and administrative expense also includes marketing, information technology, insurance, rent and professional fees.

Depreciation and amortization of property and equipment. Depreciation is computed using the straight-line method over the estimated useful lives of the individual assets. Leasehold improvements are amortized over the shorter of the useful life or the lease.

Amortization of intangible assets and route and customer acquisition costs. Route and customer acquisition costs consist of fees paid at the inception of contracts entered into with third parties and our gaming locations, which allows us to install and operate gaming terminals. The route and customer acquisition costs and route and customer acquisition costs payable are recorded at the net present value of the future payments using a discount rate equal to our incremental borrowing rate associated with its long-term debt. Route and customer acquisition costs are amortized on a straight-line basis over 18 years, which is the expected estimated life of the contract, including expected renewals.

Location contracts acquired in a business combination are recorded at fair value and then amortized as an intangible asset on a straight-line basis over the expected useful life of 15 years.

Other intangible assets acquired in a business acquisition are recorded at fair value and then amortized as an intangible asset on a straight-line basis over their estimated 7 to 20-year useful lives.

Interest expense, net

Interest expense, net consists of interest on our current credit facilities, amortization of financing fees, accretion of interest on route and customer acquisition costs payable, and interest (income) expense on the interest rate caplets. Interest on the current credit facility is payable monthly on unpaid balances at the variable per annum LIBOR/SOFR rate plus an applicable margin, as defined under the terms of the credit facility, ranging from 1.75% to 2.75% depending on the first lien net leverage ratio.

Income tax expense

Income tax expense consists mainly of taxes payable to federal, state and local authorities. Deferred income taxes are recognized for the tax consequences of temporary differences between the financial statement carrying amounts and the tax basis of the assets and liabilities.

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Results of Operations

The following table summarizes our results of operations on a consolidated basis for the three months ended September 30, 2024 and 2023:


(in thousands, except %'s)	Three Months Ended September 30,				Increase / (Decrease)
	2024		2023		Change ($)		Change (%)
Net revenues:
Net gaming	$	289,923	$	274,123	$	15,800	5.8	%
Amusement	5,104		5,411		(307)		(5.7)	%
Manufacturing	1,705		3,334		(1,629)		(48.9)	%
ATM fees and other	5,495		4,629		866		18.7	%
Total net revenues	302,227		287,497		14,730		5.1	%
Operating expenses:
Cost of revenue (exclusive of depreciation and amortization expense shown below)	210,841		198,743		12,098		6.1

Accel Entertainment, Inc. [ACEL] Filings
10-Q	[2024-10-30]
10-Q	[2024-07-30]
10-Q	[2024-05-08]
10-K	[2024-02-28]
10-Q	[2023-11-07]
10-Q	[2023-08-03]
10-Q	[2023-05-03]
10-K	[2023-03-01]
10-Q	[2022-11-08]
10-Q	[2022-08-09]
10-Q	[2022-05-04]
10-K	[2022-03-11]
10-Q	[2021-11-03]
10-Q	[2021-08-04]
10-Q	[2021-05-10]
10-K	[2021-03-16]
10-Q	[2020-11-05]
S-1	[2020-09-21]
10-Q	[2020-08-06]
10-Q	[2020-05-11]
10-K	[2020-03-16]
S-1	[2020-02-19]
10-Q	[2019-11-01]
10-Q	[2019-08-02]
10-Q	[2019-05-08]
10-K	[2019-02-13]
10-Q	[2018-11-05]
10-Q	[2018-08-03]
10-Q	[2018-05-08]
10-K	[2018-02-14]
10-Q	[2017-11-08]
10-Q	[2017-08-10]
S-1	[2017-06-07]