Cover Page
Cover Page | 6 Months Ended |
Jun. 30, 2020 | |
Cover [Abstract] | |
Entity Registrant Name | ACCEL ENTERTAINMENT, INC |
Document Type | S-4/A |
Amendment Flag | true |
Amendment Description | AMENDMENT NO.1TOFORM S-4 |
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 |
Entity Filer Category | Accelerated Filer |
Entity Small Business | false |
Entity Emerging Growth Company | true |
Entity Ex Transition Period | false |
Entity Central Index Key | 0001698991 |
CONSOLIDATED STATEMENTS OF OPER
CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($) shares in Thousands, $ in Thousands | 3 Months Ended | 6 Months Ended | 12 Months Ended | |||||||
Jun. 30, 2020 | Jun. 30, 2019 | Jun. 30, 2020 | Jun. 30, 2019 | Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | ||||
Net revenues | $ 379 | $ 104,267 | $ 105,607 | $ 201,692 | $ 424,385 | $ 331,993 | $ 248,435 | |||
Operating expenses: | ||||||||||
Video gaming expenses | 0 | 66,082 | 67,980 | 127,703 | 271,999 | 210,507 | 157,010 | |||
General and administrative | 10,451 | 17,476 | 33,919 | 33,600 | 75,028 | 58,157 | 45,364 | |||
Depreciation and amortization of property and equipment | 5,071 | 6,100 | 9,938 | 12,141 | 26,398 | 20,782 | 16,768 | |||
Amortization of route and customer acquisition costs and location contracts acquired | 5,565 | 4,624 | 11,130 | 8,927 | 17,975 | 14,681 | 9,792 | |||
Other expenses, net | 3,132 | 730 | 4,336 | 1,346 | 19,649 | 2,997 | 1,331 | |||
Total operating expenses | 24,219 | 95,012 | 127,303 | 183,717 | 411,049 | 307,124 | 230,265 | |||
Operating income | (23,840) | 9,255 | (21,696) | 17,975 | 13,336 | 24,869 | 18,170 | |||
Interest expense | 2,489 | 3,156 | 6,738 | 6,203 | 12,860 | 9,644 | 8,105 | |||
Loss on debt extinguishment | 1,141 | 0 | 0 | |||||||
(Loss) income before income tax expense | (26,329) | 6,099 | (28,434) | 11,772 | (665) | 15,225 | 10,065 | |||
Income tax expense | (5,055) | 1,771 | (5,194) | 3,449 | 5,199 | 4,422 | 1,754 | |||
Net (loss) income | $ (21,274) | $ 4,328 | $ (23,240) | $ 8,323 | $ (5,864) | $ 10,803 | $ 8,311 | |||
Net (loss) income per common share: | ||||||||||
Net (loss) income per common share - basic (in usd per share) | $ (0.27) | $ 0.07 | $ (0.30) | $ 0.14 | $ (0.09) | [1] | $ 0.19 | [1] | $ 0.15 | [1] |
Net (loss) income per common share - diluted (in usd per share) | $ (0.27) | $ 0.07 | $ (0.30) | $ 0.13 | $ (0.09) | [1] | $ 0.17 | [1] | $ 0.14 | [1] |
Weighted average number of shares outstanding: | ||||||||||
Weighted average number of shares outstanding - basic (in shares) | 78,317 | 58,605 | 78,161 | 57,896 | 61,850 | [1] | 57,621 | [1] | 56,321 | [1] |
Weighted average number of shares outstanding - diluted (in shares) | 78,317 | 61,904 | 78,161 | 61,742 | 61,850 | [1] | 62,182 | [1] | 59,408 | [1] |
Net video gaming | ||||||||||
Net revenues | $ 0 | $ 100,994 | $ 101,575 | $ 195,169 | $ 410,636 | $ 321,711 | $ 240,235 | |||
Amusement | ||||||||||
Net revenues | 260 | 1,348 | 1,952 | 2,786 | 5,912 | 4,199 | 3,422 | |||
ATM fees and other revenue | ||||||||||
Net revenues | $ 119 | $ 1,925 | $ 2,080 | $ 3,737 | $ 7,837 | $ 6,083 | $ 4,778 | |||
[1] | Per share and share amounts have been retroactively restated to give effect to the reverse recapitalization that is discussed in Note 3. |
CONSOLIDATED BALANCE SHEETS
CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands | Jun. 30, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |||
Current assets: | ||||||
Cash | $ 148,834 | $ 125,403 | $ 92,229 | |||
Prepaid expenses | 3,443 | 4,151 | 2,538 | |||
Income taxes receivable | 3,907 | 3,907 | 2,102 | |||
Investment in convertible notes (current) | 17,000 | 11,000 | 0 | |||
Other current assets | 6,637 | 7,034 | 5,142 | |||
Total current assets | 179,821 | 151,495 | 102,011 | |||
Property and equipment, net | 123,759 | 119,201 | 92,442 | |||
Other assets: | ||||||
Route and customer acquisition costs, net | 16,460 | 17,399 | 13,994 | |||
Location contracts acquired, net | 156,624 | 166,783 | 126,038 | |||
Goodwill | 34,511 | 34,511 | 0 | |||
Investment in convertible note, less current portion | 13,000 | 19,000 | 0 | |||
Other assets | 1,101 | 928 | 689 | |||
Total other assets | 221,696 | 238,621 | 140,721 | |||
Total assets | 525,276 | 509,317 | 335,174 | |||
Current liabilities: | ||||||
Current maturities of debt | 18,250 | 15,000 | 62,500 | |||
Current maturities of capital lease | 0 | 531 | ||||
Current portion of route and customer acquisition costs payable | 1,675 | 1,700 | 1,821 | |||
Accrued location gaming expense | 0 | 1,323 | 1,132 | |||
Accrued state gaming expense | 0 | 7,119 | 4,929 | |||
Accounts payable and other accrued expenses | 27,278 | 19,511 | 12,413 | |||
Current portion of consideration payable | 3,272 | 10,293 | 2,556 | |||
Total current liabilities | 50,475 | 54,946 | 85,882 | |||
Long-term liabilities: | ||||||
Debt, net of current maturities | 380,740 | 334,692 | 168,895 | |||
Route and customer acquisition costs payable, less current portion | 4,708 | 4,752 | 5,364 | |||
Consideration payable, less current portion | 16,541 | 16,426 | 9,020 | |||
Deferred income tax liability | 7,781 | 12,976 | 8,895 | |||
Total long-term liabilities | 409,770 | 368,846 | 192,174 | |||
Stockholders’ equity: | ||||||
Preferred Stock, par value of $0.0001; 1,000,000 shares authorized; 0 shares issued and outstanding at December 31, 2019 and December 31, 2018 | 0 | 0 | [1] | 0 | [1] | |
Treasury stock, at cost | [1] | 0 | (5,832) | |||
Additional paid-in capital | 108,732 | 105,986 | [1] | 80,146 | [1] | |
Accumulated deficit | (43,710) | (20,470) | [1] | (17,202) | [1] | |
Total stockholders’ equity | 65,031 | 85,525 | [1] | 57,118 | [1] | |
Total liabilities and equity | 525,276 | 509,317 | 335,174 | |||
Class A-1 Common Stock | ||||||
Stockholders’ equity: | ||||||
Common stock issued | 8 | 8 | [1] | 6 | [1] | |
Class A-2 Common Stock | ||||||
Stockholders’ equity: | ||||||
Common stock issued | $ 1 | $ 1 | [1] | $ 0 | [1] | |
[1] | Equity amounts have been retroactively restated to give effect to the reverse capitalization that is discussed in Note 3. |
CONSOLIDATED BALANCE SHEETS (Pa
CONSOLIDATED BALANCE SHEETS (Parenthetical) - $ / shares | Jun. 30, 2020 | Dec. 31, 2019 | Dec. 31, 2018 |
Preferred stock, par value (in usd per share) | $ 0.0001 | $ 0.0001 | $ 0.0001 |
Preferred stock, authorized (in shares) | 1,000,000 | 1,000,000 | 1,000,000 |
Preferred stock, issued (in shares) | 0 | 0 | 0 |
Preferred stock, outstanding (in shares) | 0 | 0 | 0 |
Common stock, par value (in usd per share) | $ 0.0001 | $ 0.0001 | |
Class A-1 Common Stock | |||
Common stock, par value (in usd per share) | $ 0.0001 | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized (in shares) | 250,000,000 | 250,000,000 | 250,000,000 |
Common stock, shares issued (in shares) | 78,382,405 | 76,637,470 | 58,491,280 |
Common stock, shares outstanding (in shares) | 78,382,405 | 76,637,470 | 58,491,280 |
Class A-2 Common Stock | |||
Common stock, par value (in usd per share) | $ 0.0001 | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized (in shares) | 10,000,000 | 10,000,000 | 10,000,000 |
Common stock, shares issued (in shares) | 3,403,363 | 4,999,999 | 0 |
Common stock, shares outstanding (in shares) | 3,403,363 | 4,999,999 | 0 |
CONSOLIDATED STATEMENTS OF STOC
CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY - USD ($) $ in Thousands | Total | Common StockClass A-1 Common Stock | Common StockClass A-2 Common Stock | Additional Paid-In Capital | Treasury Stock | Note Receivable, Stockholder | Accumulated Deficit | |||||
Beginning balance (in shares) at Dec. 31, 2016 | 54,133,885 | [1] | 0 | 96,273 | ||||||||
Beginning balance at Dec. 31, 2016 | $ 24,139 | $ 5 | [1] | $ 0 | $ 60,667 | [1] | $ (217) | $ 0 | $ (36,316) | |||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||||||
Repurchase of common stock (in shares) | (32,658) | |||||||||||
Repurchase of common and preferred stock | $ (124) | $ (124) | ||||||||||
Exercise of common stock options (in shares) | 867,024 | 1,122,256 | [1] | 17,206 | ||||||||
Exercise of common stock options | $ 1,380 | 1,351 | [1] | $ 29 | ||||||||
Exercise of warrants (in shares) | 11,500 | 118,601 | [1] | 79,067 | [1] | |||||||
Exercise of warrants | $ 205 | 16 | [1] | $ 189 | ||||||||
Employee stock option compensation | 804 | 804 | [1] | |||||||||
Issuance of common stock pursuant to acquisition of business / net equity infusion from reverse recapitalization (in shares) | 2,521,815 | [1] | 32,658 | |||||||||
Issuance of common stock pursuant to acquisition of business / net equity infusion from reverse recapitalization | 10,794 | $ 1 | [1] | 10,670 | [1] | $ 123 | ||||||
Issuance of note receivable and shares (in shares) | [1] | 562,838 | ||||||||||
Issuance of note receivable and shares | (975) | 2,293 | [1] | (3,268) | ||||||||
Net (loss) income | 8,311 | 8,311 | ||||||||||
Ending balance (in shares) at Dec. 31, 2017 | 58,459,396 | [1] | 0 | 0 | ||||||||
Ending balance at Dec. 31, 2017 | 44,534 | $ 6 | [1] | $ 0 | 75,801 | [1] | $ 0 | (3,268) | (28,005) | |||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||||||
Repurchase of common stock (in shares) | (694,726) | |||||||||||
Repurchase of common and preferred stock | $ (3,343) | $ (3,343) | ||||||||||
Exercise of common stock options (in shares) | 284,642 | 31,885 | [1] | 252,981 | ||||||||
Exercise of common stock options | $ 396 | (782) | [1] | $ 1,178 | ||||||||
Receipt of stock previously issued pursuant to acquisition into treasury (in shares) | (67,998) | |||||||||||
Receipt of stock previously issued pursuant to acquisition into treasury | (399) | $ (399) | ||||||||||
Reclassification of contingent stock consideration | 4,674 | 4,674 | [1] | |||||||||
Settlement of note receivable issued (in shares) | (802,137) | |||||||||||
Settlement of note receivable issued | $ (3,268) | 3,268 | ||||||||||
Employee stock option compensation | 453 | 453 | [1] | |||||||||
Net (loss) income | 10,803 | 10,803 | ||||||||||
Ending balance (in shares) at Dec. 31, 2018 | 58,491,281 | [1] | 0 | 1,311,880 | ||||||||
Ending balance at Dec. 31, 2018 | 57,118 | [2] | $ 6 | [1] | $ 0 | 80,146 | [1] | $ (5,832) | 0 | (17,202) | ||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||||||
Exercise of warrants (in shares) | 495,030 | 46,409 | ||||||||||
Exercise of warrants | 561 | 334 | $ 227 | |||||||||
Employee stock option compensation | 128 | 128 | ||||||||||
Net (loss) income | 3,995 | 3,995 | ||||||||||
Ending balance (in shares) at Mar. 31, 2019 | 58,986,311 | 1,265,471 | ||||||||||
Ending balance at Mar. 31, 2019 | 61,802 | $ 6 | 80,608 | $ (5,605) | (13,207) | |||||||
Beginning balance (in shares) at Dec. 31, 2018 | 58,491,281 | [1] | 0 | 1,311,880 | ||||||||
Beginning balance at Dec. 31, 2018 | 57,118 | [2] | $ 6 | [1] | $ 0 | 80,146 | [1] | $ (5,832) | 0 | (17,202) | ||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||||||
Net (loss) income | 8,323 | |||||||||||
Ending balance (in shares) at Jun. 30, 2019 | 60,150,404 | 980,863 | ||||||||||
Ending balance at Jun. 30, 2019 | 67,547 | $ 6 | 81,941 | $ (5,521) | (8,879) | |||||||
Beginning balance (in shares) at Dec. 31, 2018 | 58,491,281 | [1] | 0 | 1,311,880 | ||||||||
Beginning balance at Dec. 31, 2018 | $ 57,118 | [2] | $ 6 | [1] | $ 0 | 80,146 | [1] | $ (5,832) | 0 | (17,202) | ||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||||||
Exercise of common stock options (in shares) | 2,590,274 | 342,139 | 1,244,725 | |||||||||
Exercise of common stock options | $ 3,225 | (4,299) | [1] | $ 7,524 | ||||||||
Exercise of warrants (in shares) | 190,575 | 3,229,295 | [1] | 46,409 | ||||||||
Exercise of warrants | $ 3,392 | 3,165 | [1] | $ 227 | ||||||||
Employee stock option compensation | 2,236 | 2,236 | [1] | |||||||||
Contributed capital, professional service fees paid by shareholder | 2,891 | 2,891 | [1] | |||||||||
Shares exchanged for withholding on stock options and shares repurchased (in shares) | (906,128) | |||||||||||
Shares exchanged for withholding on stock options and shares repurchased | (9,331) | $ (9,331) | ||||||||||
Issuance of common stock pursuant to acquisition of business / net equity infusion from reverse recapitalization (in shares) | 14,574,755 | [1] | (4,999,999) | 926,874 | ||||||||
Issuance of common stock pursuant to acquisition of business / net equity infusion from reverse recapitalization | 29,262 | $ 2 | [1] | $ 1 | 21,847 | [1] | $ 7,412 | |||||
Net (loss) income | (5,864) | (5,864) | ||||||||||
Ending balance (in shares) at Dec. 31, 2019 | 76,637,470 | [1] | 4,999,999 | 0 | ||||||||
Ending balance at Dec. 31, 2019 | 85,525 | [2] | $ 8 | [1] | $ 1 | 105,986 | [1] | $ 0 | 0 | (20,470) | ||
Beginning balance (in shares) at Mar. 31, 2019 | 58,986,311 | 1,265,471 | ||||||||||
Beginning balance at Mar. 31, 2019 | 61,802 | $ 6 | 80,608 | $ (5,605) | (13,207) | |||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||||||
Exercise of common stock options (in shares) | 284,608 | |||||||||||
Exercise of common stock options | 84 | $ 84 | ||||||||||
Exercise of warrants (in shares) | 1,164,093 | |||||||||||
Exercise of warrants | 1,205 | 1,205 | ||||||||||
Employee stock option compensation | 128 | 128 | ||||||||||
Net (loss) income | 4,328 | 4,328 | ||||||||||
Ending balance (in shares) at Jun. 30, 2019 | 60,150,404 | 980,863 | ||||||||||
Ending balance at Jun. 30, 2019 | 67,547 | $ 6 | 81,941 | $ (5,521) | (8,879) | |||||||
Beginning balance (in shares) at Dec. 31, 2019 | 76,637,470 | [1] | 4,999,999 | 0 | ||||||||
Beginning balance at Dec. 31, 2019 | 85,525 | [2] | $ 8 | [1] | $ 1 | 105,986 | [1] | $ 0 | 0 | (20,470) | ||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||||||
Conversion of Class A-2 Common Stock to Class A-1 Common Stock | 1,596,636 | 1,596,636 | ||||||||||
Employee stock option compensation | 1,060 | 1,060 | ||||||||||
Net (loss) income | (1,966) | (1,966) | ||||||||||
Ending balance (in shares) at Mar. 31, 2020 | 78,234,106 | 3,403,363 | ||||||||||
Ending balance at Mar. 31, 2020 | 84,619 | $ 8 | $ 1 | 107,046 | (22,436) | |||||||
Beginning balance (in shares) at Dec. 31, 2019 | 76,637,470 | [1] | 4,999,999 | 0 | ||||||||
Beginning balance at Dec. 31, 2019 | 85,525 | [2] | $ 8 | [1] | $ 1 | 105,986 | [1] | $ 0 | $ 0 | (20,470) | ||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||||||
Net (loss) income | (23,240) | |||||||||||
Ending balance (in shares) at Jun. 30, 2020 | 78,382,405 | 3,403,363 | ||||||||||
Ending balance at Jun. 30, 2020 | 65,031 | $ 8 | $ 1 | 108,732 | (43,710) | |||||||
Beginning balance (in shares) at Mar. 31, 2020 | 78,234,106 | 3,403,363 | ||||||||||
Beginning balance at Mar. 31, 2020 | 84,619 | $ 8 | $ 1 | 107,046 | (22,436) | |||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||||||
Exercise of common stock options (in shares) | 148,299 | |||||||||||
Exercise of common stock options | 359 | 359 | ||||||||||
Employee stock option compensation | 1,327 | 1,327 | ||||||||||
Net (loss) income | (21,274) | (21,274) | ||||||||||
Ending balance (in shares) at Jun. 30, 2020 | 78,382,405 | 3,403,363 | ||||||||||
Ending balance at Jun. 30, 2020 | $ 65,031 | $ 8 | $ 1 | $ 108,732 | $ (43,710) | |||||||
[1] | See Note 3 for reverse recapitalization effects herein. | |||||||||||
[2] | Equity amounts have been retroactively restated to give effect to the reverse capitalization that is discussed in Note 3. |
CONSOLIDATED STATEMENTS OF CASH
CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands | 6 Months Ended | 12 Months Ended | |||
Jun. 30, 2020 | Jun. 30, 2019 | Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Cash flows from operating activities: | |||||
Net (loss) income | $ (23,240) | $ 8,323 | $ (5,864) | $ 10,803 | $ 8,311 |
Non-cash items included in net (loss) income: | |||||
Depreciation and amortization of property and equipment | 9,938 | 12,141 | 26,398 | 20,782 | 16,768 |
Amortization of route and customer acquisition costs and location contracts acquired | 11,130 | 8,927 | 17,975 | 14,681 | 9,792 |
Amortization of debt issuance costs | 936 | 333 | 655 | 394 | 284 |
Contributed capital, professional service fees paid by shareholder | 2,891 | 0 | 0 | ||
Stock option compensation | 2,387 | 256 | 2,236 | 453 | 804 |
Loss (gain) on disposal of property and equipment | 93 | (47) | 100 | 61 | 338 |
Loss on write-off of route and customer acquisition costs and route and customer acquisition costs payable | 611 | 171 | 342 | 516 | 395 |
Loss on debt extinguishment | 1,141 | 0 | 0 | ||
Remeasurement of contingent consideration | (2,432) | 227 | 6,723 | 852 | 0 |
Payments on consideration payable | (1,548) | 0 | |||
Accretion of interest on route and customer acquisition costs payable, contingent consideration, and contingent stock consideration | 1,078 | 255 | 1,623 | 912 | 695 |
Deferred income taxes | (5,195) | 0 | 4,081 | 4,300 | 1,519 |
Changes in operating assets and liabilities, net of acquisition of businesses: | |||||
Prepaid expenses and other current assets | 1,105 | (3,360) | (3,507) | (491) | (3,825) |
Income taxes receivable | 0 | (1,050) | (1,804) | (1,436) | (667) |
Route and customer acquisition costs | (585) | (1,271) | (5,438) | (3,719) | (2,778) |
Route and customer acquisition costs payable | (69) | (714) | (1,342) | (956) | (1,354) |
Accounts payable and accrued expenses | (11,319) | 1,973 | (405) | (2,649) | 3,222 |
Consideration payable | 0 | (196) | 0 | ||
Other assets | (174) | (81) | (240) | 36 | (407) |
Net cash provided by operating activities | (17,284) | 26,083 | 45,565 | 44,343 | 33,097 |
Cash flows from investing activities: | |||||
Purchases of property and equipment | (4,123) | (10,600) | (20,796) | (23,246) | (23,626) |
Proceeds from the sale of property and equipment | 121 | 52 | 121 | 1,173 | 259 |
Payments for location contracts acquired | 0 | (80) | (2,374) | ||
Purchase of investment in convertible notes | (30,000) | 0 | 0 | ||
Business and asset acquisitions, net of cash acquired | (100,857) | (51,394) | (45,129) | ||
Net cash used in investing activities | (4,002) | (10,548) | (151,532) | (73,547) | (70,870) |
Cash flows from financing activities: | |||||
Proceeds from term loan | 240,000 | 46,250 | 0 | ||
Payments on term loan | (6,000) | (3,125) | (115,625) | (11,625) | (9,000) |
Proceeds from delayed draw term loans | 65,000 | 10,750 | 169,000 | 75,000 | 60,000 |
Payments on delayed draw term loans | (2,313) | (4,750) | (159,000) | (59,000) | (9,000) |
Net proceeds from line of credit | (8,000) | (12,000) | (8,500) | 3,000 | 18,500 |
Payments for debt issuance costs | (325) | 0 | (9,374) | (533) | 0 |
Proceeds from exercise of stock options and warrants | 359 | 1,851 | |||
Payments for repurchase of common shares | 0 | (3,343) | (123) | ||
Proceeds from exercise of stock options and warrants | 3,583 | 396 | 1,584 | ||
Payments on consideration payable | (4,004) | (452) | (2,321) | (814) | (351) |
Payments on capital lease obligation | 0 | (531) | (531) | (3,276) | (2,729) |
Net increase in outstanding checks in excess of bank balance | 0 | 67 | 200 | ||
Proceeds from capital infusion in reverse recapitalization | 27,030 | 0 | 0 | ||
Tax withholding on share-based payments | (5,121) | 0 | 0 | ||
Net cash provided by financing activities | 44,717 | (8,257) | 139,141 | 46,122 | 59,081 |
Net increase in cash | 23,431 | 7,278 | 33,174 | 16,918 | 21,308 |
Cash: | |||||
Beginning of year | 125,403 | 92,229 | 92,229 | 75,311 | 54,003 |
End of year | 148,834 | 99,507 | 125,403 | 92,229 | 75,311 |
Supplemental disclosures of cash flow information: | |||||
Interest, net of amount of capitalized | 6,678 | 5,263 | 12,024 | 8,719 | 6,224 |
Income taxes paid | 1,759 | 1,594 | 0 | ||
Income taxes | 0 | 1,759 | |||
Supplemental schedules of noncash investing and financing activities: | |||||
Purchases of property and equipment in accounts payable and accrued liabilities | $ 10,586 | $ 2,186 | 11,501 | 2,243 | 1,050 |
Reclassification of contingent stock consideration from liabilities to equity | 0 | 2,575 | 890 | ||
Acquisition of businesses and assets: | |||||
Total identifiable net assets acquired | 119,178 | 63,745 | 65,119 | ||
Less cash acquired | (8,861) | (3,633) | (4,926) | ||
Less contingent consideration | (7,216) | (5,350) | (595) | ||
Less promissory note | (2,244) | (3,368) | 0 | ||
Less common stock consideration | 0 | 0 | (10,794) | ||
Less contingent stock consideration | 0 | 0 | (3,675) | ||
Cash purchase price | $ 100,857 | $ 51,394 | $ 45,129 |
Description of Business
Description of Business | 6 Months Ended | 12 Months Ended |
Jun. 30, 2020 | Dec. 31, 2019 | |
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 since March 15, 2012. Its terminal operator license allows the Company to install and operate video gaming terminals 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 Company is subject to various federal, state and local laws and regulations in addition to gaming regulations. The 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. The Company operates 11,108 and 8,082 video gaming terminals across 2,335 and 1,762 locations in the State of Illinois as of June 30, 2020 and 2019 , respectively. On November 20, 2019, the Company consummated a business combination which was accounted for as a reverse recapitalization. For more details on the reverse recapitalization, see Note 3 to the Company's Consolidated Financial Statements as presented in its Annual Report on Form 10-K for the year ended December 31, 2019 . As a result of the reverse recapitalization, all references to numbers of common shares and per common share data for 2019 in these condensed consolidated financial statements and related notes have been retroactively adjusted to account for the effect of the reverse recapitalization. The Company is an “emerging growth company” under the Jumpstart Our Business Startups Act of 2012 (“ JOBS Act ”) following the consummation of the reverse recapitalization. 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 will remain an “emerging growth company” until the earliest to occur of (i) the last day of the fiscal year (a) following June 30, 2022, (b) in which Accel has total annual gross revenue of at least $1.0 billion or (c) in which Accel is deemed to be a large accelerated filer, which means the market value of Class A-1 Shares that is held by non-affiliates exceeds $700 million as of the last business day of the prior second fiscal quarter, and (ii) the date on which Accel has issued more than $1.0 billion in non-convertible debt during the prior three-year period. Impact of COVID-19 on the Condensed Consolidated Financial Statements In response to the COVID-19 outbreak, the Illinois Gaming Board (“IGB”) made the decision to shut down all video gaming terminals (“VGTs”) across the State of Illinois starting at 9:00 p.m. on March 16, 2020 and ultimately extended the shutdown through June 30, 2020 . The temporary shutdown of Illinois video gaming impacted all of the gaming days during the three months ended June 30, 2020 and 106 of the 182 gaming days (or 58% of gaming days) during the six months ended June 30, 2020 . In light of these events and their effect on the Company’s employees and licensed establishment partners, the Company took action to position the Company to help mitigate the effects of the temporary cessation of operations by, among other things, furloughing approximately 90% of its employees and deferring certain payments to major vendors. Additionally, members of the Company's senior management decided to voluntarily forgo their base salaries until the resumption of video gaming operations. Beginning in early June, the Company started reinstating employees from furlough in anticipation of resuming operations on July 1, 2020. As a result of these developments, the Company's revenues, results of operations and cash flows have been materially affected, and the Company expects it to continue for at least as long as COVID-19 is a threat to the public health. The situation is rapidly changing and additional impacts to the business may arise that the Company is not aware of currently. The Company incurred non-recurring, one-time expenses of $1.3 million and $1.9 million for the three and six months ended June 30, 2020 , respectively, for costs to provide benefits (e.g. health insurance) for furloughed employees during the COVID-19 shutdown. These costs are included within other expenses, net. The Company also spent $1.4 million in capital costs related to the purchase of IGB-mandated spacers for its VGTs to promote social distancing requirements within the gaming area and incurred operating expenses of $0.3 million related to cleaning, disinfecting and sanitizing supplies. As part of the Company's analysis of the financial reporting impacts of the COVID-19 outbreak, and corollary response in the State of Illinois, including the temporary shutdown of our gaming operations, the Company evaluated its goodwill and long-lived assets for potential impairment triggers as of June 30, 2020 . As a result of this analysis, no impairment losses were recorded. The Company will continue to monitor its assets for potential impairment losses in future periods. While the IGB has announced the resumption of all video gaming activities effective July 1st, it is possible that it or the State of Illinois may order a 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 or other events. If this were to occur, the Company could recognize impairment losses which could be material. The Company also engaged a 3rd party valuation firm to assist in determining the fair value of its investment in convertible notes as of June 30, 2020 . The valuation concluded that the carrying amount of the investment in the convertible notes approximates the fair value in all material respects, as of June 30, 2020 . | Description of Business Accel Entertainment, Inc. and its subsidiaries (“ the Company ”) wholly owned subsidiary, Accel Entertainment Gaming LLC, is a terminal operator licensed by the State of Illinois Gaming Board since March 15, 2012. Its terminal operator license allows the Company to install and operate video gaming terminals 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 Company is subject to various federal, state and local laws and regulations in addition to gaming regulations. The 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. The Company operates 10,499 and 7,649 video gaming terminals across 2,312 and 1,686 locations in the State of Illinois as of December 31, 2019 and 2018 , respectively. On November 20, 2019, TPG Pace Holdings Corp., (“TPG Holdings”) entered into a Transaction Agreement with each of the shareholders of Accel Entertainment, Inc. (“Accel”). Pursuant to the Transaction Agreement and in connection therewith, TPG Holdings acquired, directly or indirectly, all of the issued and outstanding shares of common stock and preferred stock from the Accel shareholders. In connection with the closing of the transaction, TPG Holdings changed its name to Accel Entertainment, Inc. For more information on this transaction, see Note 3. The Company is an “emerging growth company” under the Jumpstart Our Business Startups Act of 2012 (“ JOBS Act ”) following the consummation of the merger of TPG Pace Holding Corp. and Accel Entertainment, Inc. 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 will remain an “emerging growth company” until the earliest to occur of (i) the last day of the fiscal year (a) following June 30, 2022, (b) in which Accel has total annual gross revenue of at least $1.0 billion or (c) in which Accel is deemed to be a large accelerated filer, which means the market value of Class A-1 Shares that is held by non-affiliates exceeds $700 million as of the last business day of the prior second fiscal quarter, and (ii) the date on which Accel has issued more than $1.0 billion in non-convertible debt during the prior three-year period. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 6 Months Ended | 12 Months Ended |
Jun. 30, 2020 | Dec. 31, 2019 | |
Accounting Policies [Abstract] | ||
Summary of Significant Accounting Policies | 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, 2019. 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 Company's Annual Report on Form 10-K for the year ended December 31, 2019. Any significant changes to those accounting policies are discussed below. Interim results are not necessarily indicative of results for a full year. Adopted accounting pronouncements : In May 2014, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update (“ ASU ”) No. 2014-09 (“ ASU 2014-19 ”) , Revenue from Contracts with Customers (Topic 606) , which amends the existing revenue recognition guidance and creates a new topic for Revenue from Contracts with Customers. The guidance provides that an entity should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods and services. This guidance also substantially revises required interim and annual disclosures. The Company, as an emerging growth company, elected to use the non-public effective date and adopted the standard in the fourth quarter of 2019 for the annual period ended December 31, 2019. The Company also elected the modified retrospective adoption approach and applied the standard to all contracts open as of January 1, 2019. The Company's quarterly financial statements and disclosure for the first six months of 2019 reflect the previous accounting standard of FASB Accounting Standards Codification (“ ASC ”) 605, Revenue Recognition , and will not be restated for the adoption of Topic 606. The cumulative impact of the new revenue standard for fiscal year 2019 was recorded in the fourth quarter of 2019 and reflects the adjustment as if the Company adopted the standard as of January 1, 2019. The timing and amount of revenue recognized by the Company did not change upon the adoption of the new standard, however the Company's accounting for route acquisition costs was impacted. ASC 340-40, Other Assets and Deferred Costs - Contracts With Customers (“ASC 340-40”), issued in conjunction with ASU 2014-09, provides updated guidance around accounting for the incremental costs of obtaining a contract with a customer and for the costs incurred to fulfill a contract with a customer. ASC 340-40 states that an entity should amortize contract cost assets “on a systemic basis that is consistent with the transfer to the customer of the good or services to which the asset relates”, which typically corresponds to the period in which revenue will be recognized. The Company chose straight-line amortization of the contracts as it felt that best depicted when revenue would be recognized and when customers are visiting the gaming establishments. When determining the appropriate amortization period under ASC 340-40, the Company evaluated the impact of any renewal clauses that are likely to be exercised. The Company focused on whether commissions paid for renewals were commensurate with commissions paid on the original contract. The Company determined the renewal commissions were not commensurate and the amortization period should include expected renewals. As such, the period over which route and customer acquisition costs are amortized was extended to include expected renewals which resulted in an increase to the average life to 12.4 years . In December 2019, the FASB issued ASU No. 2019-12, Simplifying the Accounting for Income Taxes (“ASU 2019-12”), which intends to simplify the guidance by removing certain exceptions to the general principles and clarifying or amending existing guidance. ASU 2019-12 is effective for fiscal years beginning after December 15, 2021, and interim periods within fiscal years beginning after December 15, 2022. The Company early adopted the new standard in Q2 2020 (effective January 1, 2020) on a prospective basis. The adoption of the new standard will not have a material impact on the Company's full year effective tax rate. 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, contingencies, and the expected term of share-based compensation awards and stock price volatility when computing share-based compensation expense. The Company also estimated stock prices prior to the reverse recapitalization discussed in Note 1 when computing share-based compensation expense. Actual results may differ from those estimates. Change in estimate: During the first quarter of 2020, the Company conducted a review of its estimate of depreciable lives for its video gaming terminals and equipment. As a result of this review, the Company extended the useful lives of its video gaming terminals and equipment from 7 to 10 years as the equipment is lasting longer than originally estimated. The Company has many video gaming terminals and equipment that were purchased when the Company started operations that are still being used today. The impact of this change in estimate for the three and six months ended June 30, 2020 , was as follows (in thousands): Three months ended Six months ended June 30, 2020 June 30, 2020 Decrease to depreciation expense $ 1,898 $ 4,511 Decrease to net loss $ 1,533 $ 3,687 Decrease to loss per share $ 0.02 $ 0.05 Segment information : The Company operates as a single 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. Cash and cash equivalents : Cash and cash equivalents include bank deposit accounts; term bank deposit accounts; uncollected cash in the Company’s video gaming terminals, ATMs, and redemption terminals; and cash in Company vaults. The Company’s policy is to limit the amount of credit exposure to any one financial institution. The Company maintains its cash in accounts which may at times exceed Federal Deposit Insurance Corporation insured limits. The Company has not experienced any losses in such accounts. Property and equipment : Property and equipment are stated at cost or fair value at the date of acquisition. Maintenance and repairs are charged to expense as incurred. Major additions, replacements and improvements are capitalized. Spare parts are included in other current assets when acquired and are expensed when used to repair equipment. Depreciation has been computed using the straight-line method over the following estimated useful lives: Years Video gaming terminals and equipment 10 Amusement and other equipment 7 Office equipment and furniture 7 Computer equipment and software 3-5 Leasehold improvements 5 Vehicles 5 Buildings and improvements 15-29 Leasehold improvements are amortized over the shorter of the useful life or the lease. Development costs directly associated with the acquisition, development and construction of a project are capitalized as a cost of the project during the periods in which activities necessary to prepare the property for its intended use are in progress. Interest costs associated with major construction projects are capitalized as part of the cost of the constructed assets. When no debt is incurred specifically for a project, interest is capitalized on amounts expended for the project using the weighted-average cost of borrowing. Capitalization of interest ceases when the project (or discernible portions of the project) is substantially complete. If substantially all of the construction activities of a project are suspended, capitalization of interest will cease until such activities are resumed. Stock-based compensation : The Company grants common stock options and/or restricted stock units to certain employees and officers. Stock-based compensation cost is measured at the grant date, based on the estimated fair value of the award, and is recognized as general and administrative expense over the employee’s requisite service period. Recent accounting pronouncements : In February 2016, the FASB issued 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. The new standard is effective for the Company's fiscal year beginning after December 15, 2021, and interim periods within fiscal years beginning after December 15, 2022 , unless the Company disqualifies as an emerging growth company, in which case earlier adoption may be required . 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 impact of the standard on its condensed consolidated financial statements. | Summary of Significant Accounting Policies Basis of presentation and preparation : The 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 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. Adopted accounting pronouncements : In May 2014, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ ASU ”) No. 2014-09, Revenue from Contracts with Customers (Topic 606) , which amends the existing revenue recognition and creates a new topic for Revenue from Contracts with Customers. The guidance provides that an entity should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods and services. This guidance also substantially revises required interim and annual disclosures. The Company, as an Emerging Growth Company (“EGC”), elected to use the non-public effective date and adopted the standard in the fourth quarter of 2019 for the annual period ended December 31, 2019 . The Company also elected the modified retrospective adoption approach and applied the standard to all contracts open as of January 1, 2019. The Company’s quarterly financial statement disclosure for the first nine months of 2019 reflect the previous accounting standard of FASB ASC 605, Revenue Recognition, and will not be restated for the adoption of Topic 606. The cumulative impact of the new revenue standard for fiscal year 2019 was recorded in the fourth quarter and reflects the adjustment as if the Company adopted the standard as of January 1, 2019. The timing and amount of revenue recognized by the Company did not change upon the adoption of the new standard, however the Company’s accounting for route acquisition costs was impacted. ASC 340-40, Other Assets and Deferred Costs - Contracts With Customers (“ASC 340-40”), issued in conjunction with ASU 2014-09, provides updated guidance around accounting for the incremental costs of obtaining a contract with a customer and for the costs incurred to fulfill a contract with a customer. ASC 340-40 states that an entity should amortize contract cost assets “on a systemic basis that is consistent with the transfer to the customer of the good or services to which the asset relates”, which typically corresponds to the period in which revenue will be recognized. The Company chose straight-line amortization of the contracts as it felt that best depicted when revenue would be recognized and when customers are visiting the gaming establishments. When determining the appropriate amortization period under ASC 340-40, the Company evaluated the impact of any renewal clauses that are likely to be exercised. The Company focused on whether commissions paid for renewals were commensurate with commissions paid on the original contract. The Company determined the renewal commissions were not commensurate and the amortization period should include expected renewals. As such, the period over which route and customer acquisition costs are amortized was extended to include expected renewals which resulted in an increase to the average life to 12.4 years . The Company recorded a cumulative effect adjustment, net of taxes, to accumulated deficit of $2.6 million relating to the decreased in accumulated amortization of route acquisition costs. In addition, the Company’s current year amortization expense decreased by $1.1 million. In January 2017, the FASB issued ASU No. 2017-01, Business Combinations (Topic 805): Clarifying the Definition of a Business, which provides guidance to assist entities with evaluating whether transactions should be accounted for as acquisitions (or disposals) of assets or businesses. ASU No. 2017-01 requires entities to use a screen test to determine when an integrated set of assets and activities is not a business or if the integrated set of assets and activities needs to be further evaluated against the framework. The Company adopted ASU No. 2017-01 on January 1, 2019. Use of estimates : The preparation of 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 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 initial selection of useful lives for depreciable and amortizable assets in conjunction with business acquisitions, contingencies, and the expected term of share-based compensation awards, stock price volatility and estimated stock prices prior to the reverse recapitalization discussed in Note 3 when computing share-based compensation expense. Actual results may differ from those estimates. Segment information : The Company operates as a single 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. Cash : Cash includes bank deposit accounts; uncollected cash in the Company’s video gaming terminals, ATMs, and redemption terminals; and cash in Company vaults. The Company’s policy is to limit the amount of credit exposure to any one financial institution. The Company maintains its cash in accounts which may at times exceed Federal Deposit Insurance Corporation (“FDIC”) insured limits. The Company has not experienced any losses in such accounts. Convertible notes: At acquisition, an entity shall classify debt securities as trading, available-for-sale, or held-to-maturity. While the Company has no the intention of selling the notes, it cannot classify them as held-to-maturity due to the conversion feature. Therefore, the Company has classified its investment in convertible notes as available for sale. Property and equipment : Property and equipment are stated at cost or fair value at the date of acquisition. Maintenance and repairs are charged to expense as incurred. Major additions, replacements and improvements are capitalized. Spare parts are included in other current assets when acquired and are expensed when used to repair equipment. Depreciation has been computed using the straight-line method over the following estimated useful lives: Years Video game terminals and equipment 7 Amusement and other equipment 7 Office equipment and furniture 7 Computer equipment and software 3-5 Leasehold improvements 5 Vehicles 5 Buildings and improvements 15-29 Leasehold improvements are amortized over the shorter of the useful life or the lease. Development costs directly associated with the acquisition, development and construction of a project are capitalized as a cost of the project during the periods in which activities necessary to prepare the property for its intended use are in progress. Interest costs associated with major construction projects are capitalized as part of the cost of the constructed assets. When no debt is incurred specifically for a project, interest is capitalized on amounts expended for the project using the weighted-average cost of borrowing. Capitalization of interest ceases when the project (or discernible portions of the project) is substantially complete. If substantially all of the construction activities of a project are suspended, capitalization of interest will cease until such activities are resumed. Concentration of credit risk : The Company’s operations are centralized primarily in the State of Illinois. Should there be favorable or unfavorable changes to the Illinois Gaming Act there may be an impact on the Company’s results of operations. The Company has high concentrations of locations within certain municipalities in Illinois which could impact the Company if these municipalities change their gaming laws. Fair value of financial instruments : The Company’s financial instruments consist principally of cash, convertibles notes, accounts payable, contingent consideration, and bank indebtedness. The carrying amount of cash, accounts payable and short-term borrowings approximates fair value because of the short-term maturity of these instruments. The Company estimates the fair value of its convertible notes using a binomial lattice model in which a convertible instrument is split into two separate components: a cash-only (debt) component and an equity component. The Company estimates the fair value of its debt using level two and level three inputs by discounting the future cash flows using current interest rates at which it could obtain similar borrowings in consideration of the estimated enterprise value of the Company. Contingent consideration, which is recorded within consideration payable on the accompanying consolidated balance sheets, is measured at fair value on a recurring basis based on Level 3 inputs. The fair value recorded at December 31, 2019 and 2018 was determined using a discounted cash flow analysis. Refer to consideration payable below for disclosure of unobservable Level 3 inputs used. Revenue recognition : The Company generates revenues in the State of Illinois from the following types of services: Video gaming terminals, Amusements and ATMs. Revenue is disaggregated by type of revenue and is presented on the face of the consolidated statements of operations. Video gaming terminal revenue is the net cash from gaming activities, which is the difference between gaming wins and losses. Video gaming terminal revenue includes the amounts earned by the licensed video gaming locations and is recognized at the time of gaming play. Additionally, taxes and administrative expenses due to the State of Illinois are recorded as video gaming terminal revenue and video gaming expenses. Amusement revenue represents amounts collected from machines (e.g. dart boards, digital jukeboxes, pool tables, etc.) operated at various locations and is recognized at the time the machine is used. ATM fees and other revenue represents fees charged for the withdrawal of funds from the Company’s redemption terminals and stand-alone ATM machines and is recognized at the time of the transaction. The Company determined that in a gaming environment, whenever a customer’s money has been accepted by a machine, the Company has an obligation (an implied contract) to provide the customer access to the game and honor the outcome of the game (in the case of video gaming terminals). The Company determined that the implied contract is entered into between the Company and customers satisfies the requirements of a contract under the new revenue standard, as (i) the contract is a legally enforceable contract with the customer, (ii) the arrangement identifies the rights of the parties, (iii) the contract has commercial substance, and (iv) the cash is received upfront from the customer so its collectability is probable. The gaming service is a single performance obligation in each implied contract with the customer. The Company applies the portfolio approach of all wins and losses by Video Gaming Terminals (“VGTs”) daily to determine the total transaction price of the portfolio of implied contracts. The Company recognizes revenue when the single performance obligation is satisfied, which is at the completion of each game. Route and customer acquisition costs : The Company’s route and customer acquisition costs consist of fees paid at the inception of contracts entered into with third parties and licensed video gaming establishments throughout the State of Illinois which allow the Company to install and operate video 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 the Company’s incremental borrowing rate associated with its long-term debt. Route and customer acquisition costs are amortized on a straight-line basis beginning on the date the location goes live and amortized over the life of the contract, which upon adoption of Topic 606, includes expected renewals. The Company records the accretion of interest on route and customer acquisitions costs payable in the consolidated statements of operations as a component of interest expense. For locations that close prior to the end of the contractual term, the Company writes-off the net book value of the route and customer acquisition cost and route and customer acquisition cost payable and records a gain or loss in the consolidated statements of operations as a component of other expenses, net. The Company’s route and customer acquisition costs also consists of prepaid commission costs to our internal sales force of employees. The commissions paid to internal sales employees are subsequently expensed once the respective licensed video gaming location goes live and the commission is earned by the employee. Business acquisitions : The Company evaluates the inputs, processes and outputs of each business acquisition to determine if the transaction is a business combination or asset acquisition. If an acquisition qualifies as a business combination, the related transaction costs are recorded as an expense in the consolidated statements of operations . If an acquisition qualifies as an asset acquisition, the related transaction costs are generally capitalized and amortized over the useful life of the acquired assets. The Company accounts for acquisitions using the acquisition method and records the cost of the businesses acquired among tangible and recognized intangible assets and liabilities based upon their estimated fair values as of the acquisition date. Recognized intangibles primarily include the value of location contracts. The Company estimates the fair value of the business acquired using a combination of the cost and income approaches, depending on the specific assets or liabilities acquired. The Company estimates the value of property and equipment and other current assets and liabilities acquired based on their cost, which approximates fair value at acquisition. Location contracts acquired : Location contracts acquired are accounted for as intangible assets and consist of expected cash flows to be generated from location contracts acquired through business and asset acquisitions. Location contracts acquired are amortized on a straight-line basis over the expected useful life of 10 years . Goodwill: Goodwill represents the difference between the purchase price and the fair value of the identifiable tangible and intangible net assets acquired when accounted for using the purchase method of accounting. Goodwill is not amortized, but reviewed for impairment annually, as of October 1st, and whenever events or changes in circumstances indicate that the carrying value of the goodwill may not be recoverable. The Company compares the fair value of the reporting unit to its carrying value. If the carrying value of the net assets assigned to the reporting unit exceeds the fair value of the reporting unit, the Company would record an impairment loss equal to the difference. Consideration payable : Consideration payable consists of amounts payable related to certain business acquisitions as well as contingent consideration for future location performance related to certain business acquisitions (see Note 10). Consideration payable, exclusive of contingent consideration, is discounted using the Company’s incremental borrowing rate associated with its long-term debt. The contingent consideration is measured at fair value on a recurring basis. The changes in the fair value of contingent consideration are recognized within the Company’s consolidated statements of operations as other expenses, net. Impairment of long-lived assets : Long-lived assets, which includes property and equipment, net and other assets, are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of the asset or asset group may not be recoverable. Impairment of the assets is measured by a comparison of the carrying amount of the asset to future undiscounted cash flows expected to be generated by the asset. If the carrying amount of an asset exceeds its estimated future cash flows, an impairment charge is recognized by the amount of which the carrying amount of the asset exceeds the fair value of the asset. There were no indicators of impairment of long-lived assets in 2019 , 2018 , or 2017 . Contingent stock consideration : Contingent stock, which is provided as consideration in business acquisitions, is valued based on the fair value of stock issued. The contingent stock consideration is discounted using the Company’s weighted average cost of capital and the accretion of interest is recorded in the consolidated statements of operations as a component of interest expense. Stock-based compensation : The Company grants common stock options to certain employees and officers. Stock option compensation cost is measured at the grant date, based on the estimated fair value of the award, and is recognized as general and administrative expense over the employee’s requisite service period. Income taxes : The Company is organized as a C-corporation and is taxable at the federal and state level. Deferred taxes are provided on a liability method whereby deferred tax assets are recognized for deductible temporary differences and operating loss and tax credit carryforwards, and deferred tax liabilities are recognized for taxable temporary differences. Temporary differences are the differences between the book basis of assets and liabilities and their tax bases. Deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it is more likely than not that some portion, or all of the deferred tax asset, will not be realized. Deferred tax assets and liabilities are adjusted for the effects of changes in the tax laws and rates as of the date of enactment. The Company follows ASC Topic 740, Income Taxes , for accounting for uncertainty in income taxes. The consolidated financial statements reflect expected future tax consequences of uncertain tax positions presuming the taxing authorities’ full knowledge of the position and all relevant facts. The Company files tax returns in all appropriate jurisdictions, which includes a federal tax return and three state retur ns. Open tax years for the federal and state returns are 2016 to 2018, which statutes expire in 2020 to 2022, respectively. When and if applicable, potential interest and penalty costs are accrued as incurred with expenses recognized in general and administrative expenses in the consolidated statements of operations. Comprehensive income (loss) : Comprehensive income (loss) is a measure of net income (loss) and all other changes in equity that result from transactions other than transactions with stockholders. Management has determined that net income (loss) is the Company’s only component of comprehensive income (loss). Accordingly, there is no difference between net income (loss) and comprehensive income (loss). Earnings (loss) per share : The Company determines earnings per share in accordance with the authoritative guidance in ASC Topic 260, Earnings Per Share . The Company computes basic earnings per share by dividing net income (loss) by the weighted average number of shares outstanding for the applicable period. Diluted earnings per share are computed in the same manner as basic earnings per share, except that the number of shares is increased to assume exercise of potentially dilutive stock options using the treasury stock method, unless the effect of such increase would be anti-dilutive. Under the treasury stock method, the amount the employee must pay for exercising stock options and the amount of compensation cost for future service that the Company has not yet recognized are assumed to be used to repurchase shares. Debt issuance costs : Debt issuance costs are capitalized and amortized on a straight-line basis, which approximates the effective interest method, over the contractual terms of the related loans and are presented as an offset to the related loans. Reverse recapitalization expenses. Legal fees and other costs that were determined to be direct and incremental to the reverse recapitalization were recorded to equity as additional paid-in capital. Other fees associated with the reverse recapitalization that were not direct and incremental were recorded to other expenses, net on the consolidated statements of operations. Advertising costs : Advertising costs are primarily comprised of marketing expenses, which are recorded within general and administrative expense within the accompanying consolidated statements of operations. Advertising costs were $4.7 million, $3.0 million, and $2.8 million for the years ended December 31, 2019 , 2018 , and 2017 , respectively. Recent accounting pronouncements : In February 2016, the FASB issued 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. The new standard is effective for the Company’s fiscal year beginning after December 15, 2020, including interim periods within that fiscal year, unless the Company disqualifies as an emerging growth company, in which case earlier adoption may be required . 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 impact of the standard on its consolidated financial statements. In December 2019, the FASB issued ASU No. 2019-12, Simplifying the Accounting for Income Taxes (“ASU 2019-12”), which intends to simplify the guidance by removing certain exceptions to the general principles and clarifying or amending existing guidance. ASU 2019-12 is effective for fiscal years beginning after December 15, 2020, including interim periods within those fiscal years. Although the Company is currently evaluating the impact of the adoption of ASU 2019-12, the Company does not expect it to have a material impact on its consolidated financial statements. |
Reverse Recapitalization
Reverse Recapitalization | 6 Months Ended | 12 Months Ended |
Jun. 30, 2020 | Dec. 31, 2019 | |
Business Combinations [Abstract] | ||
Reverse Recapitalization | Business and Asset Acquisitions 2019 Business Acquisition Grand River Jackpot On August 26, 2019, the Company entered into an agreement to acquire all issued and outstanding membership interests in Grand River Jackpot, LLC and subsidiaries (“Grand River”), a terminal operator licensed by the State of Illinois Gaming Board. On September 16, 2019, the Company completed its acquisition of Grand River. Grand River had 2,009 VGTs in over 450 licensed establishments. The Company completed this transaction in order to expand its presence within the State of Illinois. The acquisition aggregate purchase consideration transferred totaled $113.7 million, which included: i) a cash payment made at closing of $100.0 million; ii) a subsequent cash payment of approximately $6.6 million for a working capital adjustment and; iii) contingent purchase consideration with an estimated fair value of $7.1 million. The contingent consideration represents two installment payments that are to be paid, up to a maximum amount, as follows: i) $2.5 million within 30 days following the one-year anniversary of the acquisition closing date and; ii) $7.0 million within 30 days following the three-year anniversary of the acquisition closing date. These payments are subject to adjustment based on certain performance measures included within the purchase agreement. The estimated fair value was determined based on the Company’s expected probability of future payment, discounted using Grand River’s weighted average cost of capital. The cash payment made at closing and subsequent working capital adjustment payment were both funded by the Company’s credit facilities. In light of the temporary suspension of gaming by the IGB due to the COVID-19 pandemic, the Company reversed its contingent liability for the previously mentioned $2.5 million installment payment due 30 days following the one-year anniversary of the acquisition closing date in the first quarter of 2020 as it is unlikely the performance measures for the period will be reached. The acquisition was accounted for as a business combination using the acquisition method of accounting in accordance with ASC Topic 805, Business Combinations . The purchase price has been allocated to the tangible assets and identifiable intangible assets acquired and liabilities assumed based upon their estimated fair values. The excess of the purchase price over the tangible and intangible assets acquired and liabilities assumed has been recorded as goodwill. The Company's purchase price allocation was finalized in the first quarter of 2020 and the Grand River acquisition resulted in goodwill of $34.5 million as a result of a higher consideration multiple paid relative to prior similar acquisitions driven by maturity and quality of the operations and industry, including workforce and corresponding synergies, and is amortizable for income tax purposes. The condensed consolidated statements of operations include $12.3 million of revenue and $ 0.8 million of net income attributable to operations of Grand River for the six months ended June 30, 2020 . 2019 Asset Acquisition On September 23, 2019, pursuant to the terms of an asset purchase agreement, the Company purchased from Illinois Gaming Systems, LLC (“IGS”) terminal use agreements and equipment representing the operations of 139 video game terminals in 29 licensed establishments. The Company has accounted for this transaction as an asset acquisition. The purchase consideration consisted of: i) cash payment of $2.4 million paid at closing and; ii) note payable of $2.3 million issued at closing which was recorded in consideration payable. The asset acquisition costs were allocated to the following assets: i) video game terminals and equipment totaling $1.7 million and; ii) location contracts totaling $3.0 million. The note payable bore interest at 5% and was paid in full in March 2020. Pro Forma Results The following unaudited pro forma consolidated financial information reflects the results of operations of the Company for the three and six months ended June 30, 2019 as if the acquisition of Grand River had occurred as of January 1, 2018, 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, 2019. This unaudited pro forma information does not project revenues and net income post acquisition (in thousands). Three months ended Six months ended June 30, 2019 June 30, 2019 Revenues $ 119,427 $ 231,902 Net income 5,542 10,711 Consideration Payable The Company has a contingent consideration payable related to certain locations, as defined, in the 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 June 30, 2020 and December 31, 2019 . The contingent consideration accrued is measured at fair value on a recurring basis. Current and long-term portions of consideration payable consist of the following at June 30, 2020 and December 31, 2019 (in thousands): June 30, 2020 December 31, 2019 Current Long-Term Current Long-Term TAV $ 494 $ 3,546 $ 490 $ 3,497 Abraham 26 — 55 — Fair Share Gaming 1,221 474 1,057 899 Family Amusement 395 2,787 293 2,815 Skyhigh 762 4,212 763 3,948 G3 294 99 2,952 154 Grand River — 5,423 2,304 5,113 IGS 80 — 2,379 — Total $ 3,272 $ 16,541 $ 10,293 $ 16,426 | Reverse Recapitalization As discussed in Note 1, on November 20, 2019, Accel Entertainment, Inc., consummated a business combination pursuant to the Transaction Agreement, which has been accounted for as a reverse recapitalization. Pursuant to the Transaction Agreement, TPG Holdings Corp. acquired, directly or indirectly, all of the issued and outstanding shares of common stock and preferred stock of Accel Entertainment, Inc. In connection with reverse recapitalization, TPG Pace Holdings Corp. changed its name to Accel Entertainment, Inc. The consideration paid to holders of Accel stock in connection with the reverse recapitalization and subject to the terms and conditions of the Transaction Agreement, consisted of a mix of consideration comprised of cash consideration equal to the number of shares of Accel stock for which such holder of Accel stock made a cash election multiplied by $177 per share (the “Purchase Price”) and share consideration comprised of a number of Class A-1 Shares equal to the number of shares of Accel Stock for which such holder of Accel Stock did not make a cash election multiplied by an exchange ratio calculated by dividing the Purchase Price by $10.30 , which was the closing price of the common stock of TPG Pace Holdings Corp. on November 20, 2019. In addition, each holder of Accel stock that made a cash election with respect to less than 70% of its shares of Accel stock received its pro rata share, with such pro rata share determined with reference to a number of shares equal to 70% of such holder’s shares of Accel Stock less the number of shares of Accel stock with respect to which such holder made a cash election, of 2,444,444 2019 Warrants, subject to the conditions set forth in a warrant agreement and 3,000,000 Class A-2 Shares, subject to the conditions set forth in a restricted stock agreement. In connection with the reverse recapitalization, TPG Pace Holdings and its affiliates converted 7,500,000 of Class A-1 Shares, 4,888,889 2019 Warrants subject to the conditions set forth in the New Pace Warrant Agreement and 2,000,000 Class A-2 Shares, subject to the conditions set forth in a restricted stock agreement. As part of an Investment Private Placement, certain accredited investors (as defined by Rule 501 of Regulation D) agreed to subscribe for and purchase and Pace agreed to issue and sell to such investors 4,696,675 Class A-1 Shares for a purchase price of $10.22 per share, or an aggregate of approximately $48 million . The proceeds from the Investment Private Placement was used to fund a portion of the cash consideration required in the reverse recapitalization . In connection with the reverse recapitalization, Accel repurchased approximately 36,157 shares of its stock from certain employees, directors and officers at a repurchase price of $177 per share in order to facilitate (i) the repayment of existing loans to Accel’s executive officers, (ii) the exercise of vested options and (iii) funding any resulting tax obligations from the exercise of such vested options. In accounting for the reverse recapitalization, the net equity infusion from the reverse recapitalization was $29.3 million as shown in the table below (in thousands): Amount TPG Holdings Corp cash balance, November 19, 2019 $ 429,952 Less redemption of Accel shares prior to reverse recapitalization (413,733 ) Cash balance prior to backstop equity financing 16,219 Plus funds from Investment Private Placement 48,038 Cash balance prior to consummation of the reverse recapitalization 64,257 Less adjustments to equity infusion: Payment for sponsor loan (4,000 ) Transaction costs related to the reverse recapitalization, net of tax (31,005 ) Net equity infusion prior to stock issuance 29,252 Impact of stock issued in reverse recapitalization 10 Net equity infusion from reverse recapitalization 29,262 Less impact from conversion of treasury stock and issuance of warrants (7,415 ) Net impact to additional paid-in-capital from reverse recapitalization $ 21,847 Capitalization Adjustments The table below summarizes the number of shares of Accel issued upon consummation of the reverse recapitalization consisting of (i) the number of shares of Accel stock outstanding immediately before the reverse recapitalization along with the impact of the exchange ratio. Accel Capital Stock - pre reverse recapitalization Number of Shares Class A Common Stock 472,773 Class B Common Stock 662,228 Class C Preferred Stock 1,530,779 Class D Preferred Stock 944,925 Total Shares of Accel Stock on November 20, 2019 3,610,705 Exchange ratio 17.188531 Effect of exchange ratio to convert Accel stock to A-1 Common Stock 62,062,715 Shares issued in reverse recapitalization 14,574,755 Total A-1 Common Stock 76,637,470 Immediately after the reverse recapitalization , there were 76,637,470 Class A-1 Shares, 4,999,999 ClassA-2 Shares, and 22,333,308 warrants to purchase Class A-1 Share issued and outstanding. Upon the closing, the Company’s Class A-1 Shares and warrants began trading on the New York Stock Exchange. 2019 Business Acquisitions Grand River Jackpot On August 26, 2019, the Company entered into an agreement to acquire all issued and outstanding membership interests in Grand River Jackpot, LLC and subsidiaries (“Grand River”), a terminal operator licensed by the State of Illinois Gaming Board. On September 16, 2019, the Company completed its acquisition of Grand River. Grand River had 2,009 VGTs in over 450 licensed establishments. The Company completed this transaction in order to expand its presence within the State of Illinois. The acquisition aggregate purchase consideration transferred totaled $113.7 million, which included: i) a cash payment made at closing of $100.0 million; ii) a subsequent cash payment of approximately $6.6 million for a working capital adjustment and; iii) contingent purchase consideration with an estimated fair value of $7.1 million. The contingent consideration represents two installment payments that are to be paid, up to a maximum amount, as follows: i) $2.5 million within 30 days following the one-year anniversary of the acquisition closing date and; ii) $7.0 million within 30 days following the three-year anniversary of the acquisition closing date. These payments are subject to adjustment based on certain performance measures included within the purchase agreement. The estimated fair value was determined based on the Company’s expected probability of future payment, discounted using Grand River’s weighted average cost of capital. The cash payment made at closing and subsequent working capital adjustment payment were both funded with the Company’s existing credit facilities. The acquisition was accounted for as a business combination using the acquisition method of accounting in accordance with ASC Topic 805, Business Combinations . The purchase price has been preliminarily allocated to the tangible assets and identifiable intangible assets acquired and liabilities assumed based upon their estimated fair values. The areas of the purchase price that are not yet finalized are primarily related to the valuation of location contracts, property and equipment, contingent consideration, and a final adjustment to working capital. The excess of the purchase price over the tangible and intangible assets acquired and liabilities assumed has been recorded as goodwill. The Grand River acquisition resulted in recorded goodwill as a result of a higher consideration multiple paid relative to prior similar acquisitions driven by maturity and quality of the operations and industry, including workforce and corresponding synergies, and is amortizable for income tax purposes. Management plans to integrate the Grand River acquisition into its existing business structure, which is comprised of a single reporting unit. The following table summarizes the fair value of consideration transferred and the preliminary estimated fair values of the assets acquired and liabilities assumed at the date of acquisition (in thousands): Cash paid $ 106,578 Contingent consideration 7,136 Total consideration $ 113,714 Cash $ 8,861 Location contracts acquired 53,200 Property and equipment: Video game terminals and equipment 18,000 Land 28 Buildings 548 Vehicles 600 Goodwill 34,511 Total assets acquired 115,748 Accounts payable assumed (532 ) Accrued expenses assumed (1,502 ) Net assets acquired $ 113,714 The Company incurred $0.2 million in acquisition related costs that are included in other operating expenses within the consolidated statement of operations for the period ended December 31, 2019 . The results of operations for Grand River are included in the consolidated financial statements of the Company from the date of acquisition. Grand River’s acquired assets generated revenues and net income of $ 16.6 million and $ 1.2 million for the period from the acquisition date of September 16, 2019 , through December 31, 2019 . 2019 Asset Acquisition On September 23, 2019, pursuant to the terms of an asset purchase agreement, the Company purchased from Illinois Gaming Systems, LLC (“IGS”) terminal use agreements and equipment representing the operations of 139 video game terminals in 29 licensed establishments. The Company has accounted for this transaction as an asset acquisition. The purchase consideration consisted of: i) cash payment of $2.4 million paid at closing and; ii) note payable of $2.3 million issued at closing which is recorded in consideration payables. The asset acquisition costs were allocated to the following assets: i) video game terminals and equipment totaling $1.7 million and; ii) location contracts totaling $3.0 million. The note payable bears interest of 5% and is due in full on March 23, 2020. 2018 Business Acquisitions The following table summarizes the consideration paid and the fair values of the tangible and intangible assets acquired at the acquisition dates for the Company’s 2018 business acquisitions (in thousands): Quad B Skyhigh G3 Mike’s Amusement Family Amusement Total Cash paid at closing $ 610 $ 9,268 $ 36,500 $ 3,500 $ 1,512 $ 51,390 Contingent consideration payable — 4,324 1,026 — — 5,350 Promissory note — — — — 3,368 3,368 Due to seller — 618 3,019 — — 3,637 Total Consideration $ 610 $ 14,210 $ 40,545 $ 3,500 $ 4,880 $ 63,745 Cash $ — $ 1,126 $ 2,507 $ — $ — $ 3,633 Video game terminals and equipment — 506 3,009 — — 3,515 Amusement and other equipment 472 59 204 420 300 1,455 Location contracts acquired 138 12,519 34,825 3,080 4,580 55,142 Total fair value of net assets acquired 610 14,210 40,545 3,500 4,880 63,745 Quad B On September 1, 2018, the Company acquired certain assets of B.B.B.B., Inc. (“Quad B”), an Illinois amusement operator. The Company acquired 61 locations that are or are expected to become operational. Quad B’s acquired assets generated revenues and net income of $0.1 million and $0.1 million , respectively, for the period from the acquisition date of September 1, 2018, through December 31, 2018. Quad B’s acquired assets generated revenues and net income of $ 0.3 million and $ 0.1 million, respectively, for the year ended December 31, 2019. Skyhigh Gaming On August 1, 2018, the Company acquired certain assets of Skyhigh Gaming, LLC (“Skyhigh”), an Illinois licensed terminal operator. The Company initially acquired 23 locations that are or are expected to become operational. The Company has a contingent consideration payable related to certain locations, as defined, in the acquisition agreement placed in operation during five years after the acquisition date (“the installment period”). The Company will pay Skyhigh 18.44% of the adjusted net terminal income, related to locations in operation during five years after the acquisition date. Payments will be made on a monthly basis for the first two years and every three months for the latter three years , through July 2023. The agreement also provides for a final payment upon the expiration of the installment period equal to 1.75 times the adjusted and defined net terminal income generated by the locations in the twelve-month period ending on the final payment date. The fair value of contingent consideration due as of December 31, 2019 and 2018 were $4.7 million and $4.5 million, respectively. The fair value of contingent consideration is included in the consideration payable on the consolidated balance sheets at December 31, 2019 and 2018. The contingent consideration accrued is measured at fair value on a recurring basis. The maximum amount is determined based on the net terminal income for the related locations. Skyhigh’s acquired assets generated revenues and net income of $3.9 million and $1.1 million , respectively, for the period from the acquisition date of August 1, 2018, through December 31, 2018. Skyhigh’s acquired assets generated revenues and net income of $ 9.3 million and $ 2.2 million, respectively, for the year ended December 31, 2019. G3 Gaming On October 16, 2018, the Company acquired certain assets of G3 Gaming, LLC (“G3”), an Illinois licensed terminal operator. The Company initially acquired 87 locations that are or are expected to become operational. The Company has contingent consideration payable related to locations placed in operation during the three years after the acquisition date whereby the Company will pay G3 a specified percent of the monthly terminal operator revenue less video gaming terminal fees for pending locations, recently added locations, and for a specified group of target establishments through 2022. The fair value of contingent consideration due as of December 31, 2019 and 2018 were $3.1 million and $1.0 million, respectively. The maximum amount is determined based on the net terminal income for the related locations. G3’s acquired assets generated revenues and net income of $4.3 million and $0.8 million, respectively, for the period from the acquisition date of October 16, 2018, through December 31, 2018. G3’s acquired assets generated revenues and net income of $ 21.8 million and $ 3.3 million, respectively, for the year ended December 31, 2019. Mike’s Amusements On October 16, 2018, the Company acquired certain assets of Mike’s Amusements, Inc. (“Mike’s Amusements”), an Illinois amusement operator. The Com pany initially acquired 73 locations that are or are expected to become operational. Mike’s Amusement’s acquired assets generated revenues and net income of $0.2 million and $0.1 million , respectively, for the period from the acquisition date of October 16, 2018, through December 31, 2018. Mike’s Amusement’s acquired assets generated revenues and net income of $ 1.0 million and $ 0.4 million, respectively, for the year ended December 31, 2019. Family Amusement On October 31, 2018, the Company entered into an agreement to acquire certain assets of Family Amusement, Inc. (“Family Amusement”), an Illinois amusement operator. The Company initially acquired 139 locations that are or are expected to become operational. Family Amusement’s acquired assets generated revenues and net income of $0.1 million and $0.1 million , respectively, for the period from the acquisition date of October 31, 2018, ending on December 31, 2018. Family Amusement’s acquired assets generated revenues and net income of $0.4 million and $0.2 million, respectively, for the year ended December 31, 2019. The Company entered into a promissory note in connection with the acquisition. The promissory note provides for three annual installments of $0.4 million from 2019 through 2021, one installment of $0.7 million in 2022, and one installment of $2.1 million in 2023. The first installment was paid upon signing of the promissory note and each subsequent installment shall be paid on or before the anniversary date of the signing of the promissory note. The fair value of the consideration due as of December 31, 2019 and 2018 was $3.1 million and $3.4 million, respectively. The consideration is included in the consideration payable on the consolidated balance sheets at December 31, 2019 and 2018. The Company and Family Amusement had a pre-existing relationship prior to the business acquisition. Under that pre-existing relationship the Company had route and customer acquisition costs payable to Family Amusement. As a result of the business acquisition, the pre-existing route and customer acquisition payables to Family Amusement were settled and cost and accumulated amortization of the existing Family Amusement route and customer acquisition cost assets was disposed, and a $0.1 million reduction in amortization of route and customer acquisition costs and location contracts acquired was recorded. 2017 and prior Business Acquisitions Fair Share Gaming On July 1, 2017, the Company acquired certain assets and assumed certain liabilities of Fair Share Gaming, LLC (“Fair Share”), an Illinois licensed terminal operator. The Company initially acquired 125 locations that are or will become operational. The following table summarizes the consideration paid and the estimated fair values of the assets acquired and liabilities assumed at the date of acquisition (in thousands): Cash paid at closing $ 48,000 Issuance of common stock to seller 10,794 Contingent stock consideration 3,675 Due to seller 2,055 Contingent consideration 595 Total consideration $ 65,119 Cash $ 4,926 Video game terminals and equipment 6,363 Vehicles 126 Amusement and other equipment 1,148 Location contracts acquired 52,716 Total assets acquired 65,279 Accrued expenses assumed (160 ) Net assets acquired $ 65,119 The Company has a contingent consideration payable related to certain locations, as defined in the acquisition agreement, in operation one year after the acquisition date. The Company will pay Fair Share half of the Company’s share of revenue after the state taxes based on the number of locations expected to be in operation one year after the acquisition date. On the one-year anniversary of the date the location goes live, monthly payments commence for a period of two years . The fair value of contingent consideration due as of December 31, 2019 and December 31, 2018 was $2.0 million and $1.0 million, respectively. The remaining contingent consideration is included in the consideration payable on the consolidated balance sheets. The contingent consideration accrued is measured at fair value on a recurring basis. The maximum amount is determined based on the net terminal income for the related locations. The purchase agreement provided for $15 million of the purchase price to be paid through the issuance of Class A Common Stock in the Company. The purchase agreement allowed for an adjustment to the $15 million issuance of common stock to the seller fifteen months after the date of acquisition predicated on the estimated value of the Company at September 30, 2018. The fair value of the common stock issued on the acquisition date was $10.8 million. The difference between the $15 million provided for in the purchase agreement and the fair value of the common stock issued was discounted and $3.7 million was recorded as contingent stock consideration at the acquisition date. The adjustment was determined based on the difference between estimated Accel Value, as defined, at the acquisition date and actual Accel Value, as defined, as of September 30, 2018. As a result of this adjustment, 3,956 shares of Common Stock A were received back from Fair Share and placed into treasury during the year ended December 31, 2018. Fair Share’s acquired assets generated revenues and net income of $19.0 million and $3.3 million, respectively, for the period from the acquisition date of July 1, 2017, through December 31, 2017. Fair Share’s acquired assets generated revenues and net income of $40.8 million and $7.0 million , respectively, for the year ended December 31, 2018. Fair Share’s acquired assets generated revenues and net income of $42.8 million and $7.8 million , respectively, for the year ended December 31, 2019. Abraham On June 1, 2016, the Company acquired certain assets and assumed certain liabilities of Abraham Gaming, LLC (“Abraham”), an Illinois licensed terminal operator. The Company initially acquired 138 locations that are or are expected to become operational. The Company has a contingent consideration payable related to certain locations in operation two years after these locations go live. The Company will make one payment to Abraham for half of the Company’s share of revenue after the state taxes related to locations in operation within 10 business days after determining the amount owed related to the two years of operations. The fair value of contingent consideration due as of December 31, 2019 and 2018, was $0.1 million and $0.2 million, respectively. The remaining contingent consideration is included in the consideration payable on the consolidated balance sheets. The contingent consideration accrued is measured at fair value on a recurring basis. The maximum amount is determined based on the net terminal income for the related locations. TAV Gaming On December 30, 2014, the Company acquired certain assets and assumed certain liabilities of TAV Gaming, Inc. (“TAV”), an Illinois licensed terminal operator. The total purchase consideration payable to TAV is subject to earnouts based on actual locations placed in operation and the performance thereof. The Company initially acquired 32 locations that were or would become operational. Consideration payable due to TAV in relation to the acquisition was $4.0 million and $1.4 million at December 31, 2019 and 2018 , respectively, which is included in consideration payable in the accompanying consolidated balance sheets. The Company makes monthly payments of principal and interest due through December 30, 2024. Pro Forma Results The following unaudited pro forma consolidated financial information reflects the results of operations of the Company for the years ended December 31, 2019 , 2018 and 2017 as if the acquisitions of Grand River, Quad B, Skyhigh, G3, Mike’s Amusements, Family Amusement and Fair Share Gaming, had occurred as of the beginning of the fiscal year prior to the fiscal year of acquisition, after giving effect to certain purchase accounting adjustments. These amounts are based on available financial information of the acquirees prior to the acquisition dates and are not necessarily indicative of what Company’s operating results would have been had the acquisitions actually taken place at the beginning of the fiscal year prior to the fiscal year of acquisition. This unaudited pro forma information for the years ended December 31, does not project revenues and income before income tax expense post acquisition (in thousands). 2019 2018 2017 Revenues $ 466,466 $ 409,142 $ 467,676 Net (loss) income (2,598 ) 16,098 26,535 Consideration Payable The Company has a contingent consideration payable related to certain locations, as defined, in the 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 consolidated balance sheets as of December 31, 2019 and 2018 . The contingent consideration accrued is measured at fair value on a recurring basis. Current and long-term portions of consideration payable consist of the following at December 31 (in thousands) : 2019 2018 Current Long-Term Current Long-Term TAV $ 490 $ 3,497 $ 194 $ 1,232 Abraham 55 — 207 — Fair Share Gaming 1,057 899 1,027 — Family Amusement 293 2,815 357 3,011 Skyhigh 763 3,948 550 3,971 G3 2,952 154 221 806 Grand River 2,304 5,113 — — IGS 2,379 — — — Total $ 10,293 $ 16,426 $ 2,556 $ 9,020 |
Investment in Convertible Note
Investment in Convertible Note | 6 Months Ended | 12 Months Ended |
Jun. 30, 2020 | Dec. 31, 2019 | |
Investments, Debt and Equity Securities [Abstract] | ||
Investment in Convertibles Note | Investment in Convertible Notes On July 19, 2019, the Company entered into an agreement to purchase up to $30.0 million in convertible promissory notes from another terminal operator that bear interest at 3% per annum . The Company has the option of converting the notes to common stock of the terminal operator prior to the maturity date. At closing, the Company purchased a $5.0 million note which is subordinated to the terminal operator’s credit facility and matures six months following the satisfaction of administrative conditions. On October 11, 2019, the Company purchased an additional $25.0 million note which is also subordinated to the terminal operator’s credit facility and, beginning on July 1, 2020, the balance of this note, if not previously converted, will be payable in equal $1,000,000 monthly installments until all principal has been repaid in full. On July 30, 2020, the Company and the terminal operator entered into an amendment to the original note agreement. See Note 17 for further information. The carrying amount of the investment in the convertible notes approximates the fair value, in all material respects, as of June 30, 2020 . For more information on how the Company determined the fair value of the convertible notes, see Note 10. | Investment in Convertible Note On July 19, 2019, the Company entered into an agreement to purchase up to $30.0 million in convertible promissory notes that bear interest at 3% per annum from another terminal operator. The Company has the option of converting the notes to common stock of the terminal operator prior to the maturity date. At closing, the Company purchased a $5.0 million note which is subordinated to the terminal operator’s credit facility and matures six months following the satisfaction of administrative conditions. On October 11, 2019, the Company purchased an additional $25.0 million note which is also subordinated to the terminal operator’s credit facility and, beginning on July 1, 2020, the balance of this note, if not previously converted, will be payable in equal $1,000,000 monthly installments until all principal has been repaid in full. The carrying amount of the investment in the convertible notes approximates the fair value, in all material respects, as of December 31, 2019 . For more information on how the Company determined the fair value of the convertible note, see Note 11. |
Property and Equipment
Property and Equipment | 6 Months Ended | 12 Months Ended |
Jun. 30, 2020 | Dec. 31, 2019 | |
Property, Plant and Equipment [Abstract] | ||
Property and Equipment | Property and Equipment Property and equipment consists of the following at June 30, 2020 and December 31, 2019 (in thousands): June 30, December 31, Video game terminals and equipment $ 176,453 $ 166,850 Amusement and other equipment 19,115 16,417 Office equipment and furniture 1,590 1,540 Computer equipment and software 9,405 8,715 Leasehold improvements 1,507 44 Vehicles 10,254 9,304 Buildings and improvements 10,757 12,075 Land 911 911 Construction in progress 1,025 768 Total property and equipment 231,017 216,624 Less accumulated depreciation and amortization (107,258 ) (97,423 ) Property and equipment, net $ 123,759 $ 119,201 Depreciation and amortization of property and equipment amounted to $5.1 million and $9.9 million for the three and six months ended June 30, 2020 , respectively. In comparison, depreciation and amortization of property and equipment amounted to $6.1 million and $12.1 million for the three and six months ended June 30, 2019 , respectively | Property and Equipment Property and equipment consists of the following at December 31 (in thousands): 2019 2018 Video game terminals and equipment $ 166,850 $ 126,043 Amusement and other equipment 16,417 12,539 Office equipment and furniture 1,540 1,827 Computer equipment and software 8,715 5,092 Leasehold improvements 44 44 Vehicles 9,304 7,174 Buildings and improvements 12,075 9,365 Land 911 883 Construction in progress 768 1,339 Total property and equipment 216,624 164,306 Less accumulated depreciation and amortization (97,423 ) (71,864 ) Property and equipment, net $ 119,201 $ 92,442 Depreciation and amortization of property and equipment amounted to $26.4 million, $20.8 million and $16.8 million during the years ended December 31, 2019 , 2018 and 2017 , respectively. |
Route and Customer Acquisition
Route and Customer Acquisition Costs | 6 Months Ended | 12 Months Ended |
Jun. 30, 2020 | Dec. 31, 2019 | |
Revenue from Contract with Customer [Abstract] | ||
Route and Customer Acquisition Costs | Route and Customer Acquisition Costs The Company enters into contracts with third parties and licensed video gaming locations throughout the State of Illinois which allow the Company to install and operate video gaming terminals. When video gaming operations commence, payments are due monthly. Gross payments due, based on the number of live locations, are approximately $6.8 million and $7.4 million as of June 30, 2020 and December 31, 2019 , 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 is $6.4 million and $6.5 million as of June 30, 2020 and December 31, 2019 , respectively, of which approximately $1.7 million and $1.7 million is included in current liabilities in the accompanying condensed consolidated balance sheets as of June 30, 2020 and December 31, 2019 , respectively. The route and customer acquisition cost asset is comprised of payments made on the contracts of $18.6 million and $18.7 million as of June 30, 2020 and December 31, 2019 , 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 claw back provision if the customer cancels the contract prior to completion. The payments subject to a claw back are $2.1 million and $2.2 million as of June 30, 2020 and December 31, 2019 , respectively. Route and customer acquisition costs consist of the following at June 30, 2020 and December 31, 2019 (in thousands): June 30, December 31, Cost $ 28,167 $ 28,501 Accumulated amortization (11,707 ) (11,102 ) Route and customer acquisition costs, net $ 16,460 $ 17,399 Amortization expense of route and customer acquisition costs was $0.5 million and $0.9 million for the three and six months ended June 30, 2020 , respectively. In comparison, amortization expense of route and customer acquisition costs was $0.6 million and $1.3 million for the three and six months ended June 30, 2019 | Route and Customer Acquisition Costs The Company enters into contracts with third parties and licensed video gaming locations throughout the State of Illinois which allow the Company to install and operate video gaming terminals. When video gaming operations commence, payments are due monthly. Gross payments due, based on the number of live locations, are approximately $7.4 million and $8.2 million as of December 31, 2019 and 2018 , 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 is $6.5 million and $7.2 million as of December 31, 2019 and 2018 , respectively, of which approximately $1.7 million and $1.8 million is included in current liabilities in the accompanying consolidated balance sheets as of December 31, 2019 and 2018 , respectively. The route and customer acquisition cost asset is comprised of payments made on the contracts of $18.7 million and $18.8 million as of December 31, 2019 and 2018 , 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 claw back provision if the customer cancels the contract prior to completion. The payments subject to a claw back are $2.2 million and $2.6 million as of December 31, 2019 and 2018 , respectively. Route and customer acquisition costs consist of the following at December 31 (in thousands): 2019 2018 Cost $ 28,501 $ 27,726 Accumulated amortization (11,102 ) (13,732 ) Route and customer acquisition costs, net $ 17,399 $ 13,994 Amortization expense of route and customer acquisition costs was $1.7 million, $3.9 million and $3.3 million for the years ended December 31, 2019 , 2018 and 2017 , respectively. As previously mentioned, the Company’s current year amortization expense decreased by $1.1 |
Location Contracts Acquired
Location Contracts Acquired | 6 Months Ended | 12 Months Ended |
Jun. 30, 2020 | Dec. 31, 2019 | |
Goodwill and Intangible Assets Disclosure [Abstract] | ||
Location Contracts Acquired | 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 consist of the following at June 30, 2020 and December 31, 2019 (in thousands): June 30, December 31, Cost $ 204,353 $ 204,353 Accumulated amortization (47,729 ) (37,570 ) Location contracts acquired, net $ 156,624 $ 166,783 Amortization expense of location contracts acquired was $5.1 million and $10.2 million, during the three and six months ended June 30, 2020 , respectively. In comparison, amortization expense of location contracts acquired was $4.0 million and $7.6 million, during the three and six months ended June 30, 2019 , respectively. | 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 consist of the following at December 31, 2019 and 2018 (in thousands): 2019 2018 Cost $ 204,353 $ 147,341 Accumulated amortization (37,570 ) (21,302 ) Location contracts acquired, net $ 166,783 $ 126,038 Each asset is amortized over the expected useful life of 10 years . Estimated amortization expense related to location contracts acquired for the next five years and thereafter is as follows: Year ending December 31: 2020 $ 20,475 2021 20,475 2022 20,475 2023 20,475 2024 20,267 Thereafter 64,615 Total $ 166,783 Amortization expense of location contracts acquired was $16.2 million, $10.8 million and $6.5 million, during the years ended December 31, 2019 , 2018 and 2017 , respectively. |
Goodwill
Goodwill | 6 Months Ended | 12 Months Ended |
Jun. 30, 2020 | Dec. 31, 2019 | |
Goodwill and Intangible Assets Disclosure [Abstract] | ||
Goodwill | Goodwill On September 16, 2019, the Company acquired Grand River Jackpot which was accounted for as a business combination using the acquisition method of accounting in accordance with ASC Topic 805, Business Combinations . The excess of the purchase price over the tangible and intangible assets acquired and liabilities assumed has been recorded as goodwill of $34.5 million as of June 30, 2020 and December 31, 2019 , of which $28.7 million is deductible for tax purposes. As previously discussed in Note 1, the Company evaluated its goodwill for potential impairment triggers as of June 30, 2020 | Goodwill On September 16, 2019, the Company acquired Grand River Jackpot which was accounted for as a business combination using the acquisition method of accounting in accordance with ASC Topic 805, Business Combinations. The excess of the purchase price over the tangible and intangible assets acquired and liabilities assumed has been recorded as goodwill of $34.5 million as of December 31, 2019 , of which $27.3 million is deductible for tax purposes. See Note 10 for more information on how the amount of goodwill was calculated. The Company had no goodwill prior to the Grand River Jackpot acquisition. Given the very short timeframe between the initial recording of the goodwill and the Company’s annual impairment test on October 1, 2019, the Company did not perform a full valuation by a third party to determine the fair value of its goodwill. Instead the Company assessed qualitative factors to determine whether it is more likely than not (that is, a likelihood of more than 50 percent) that the fair value of its goodwill is less than its carrying amount. In performing this assessment, the Company considered such factors as its historical performance, its growth opportunities in existing markets; new markets and new products in determining whether the goodwill was impaired. The Company also referenced its forecasts of revenue, operating income, and capital expenditures and concluded the carrying value of its goodwill was not impaired as of October 1, 2019. |
Debt
Debt | 6 Months Ended | 12 Months Ended |
Jun. 30, 2020 | Dec. 31, 2019 | |
Debt Disclosure [Abstract] | ||
Debt | Debt The Company’s debt as of June 30, 2020 and December 31, 2019 , consisted of the following (in thousands): June 30, December 31, 2019 Senior Secured Credit Facility: Revolving credit facility $ 50,500 $ 58,500 Term Loan 234,000 240,000 Delayed Draw Term Loan (DDTL) 122,688 60,000 Total debt 407,188 358,500 Less: Debt issuance costs (8,198 ) (8,808 ) Total debt, net of debt issuance costs 398,990 349,692 Less: Current maturities (18,250 ) (15,000 ) Total debt, net of current maturities $ 380,740 $ 334,692 2019 Senior Secured Credit Facility On November 13, 2019, in order to refinance its prior credit facility, for working capital and other general purposes from time to time, the Company entered into a credit agreement (the “Credit Agreement”) as borrower, the Company and its wholly-owned domestic subsidiaries, as a guarantor, 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. As a result of the COVID-19 pandemic and the temporary shutdown of its operations by the IGB, the Company borrowed $65 million on its delayed draw term loan in March 2020 to increase its cash position and help preserve its financial flexibility. As of June 30, 2020 , there remained approximately $49.5 million of availability under the Credit Agreement. The obligations under the Credit Agreement are guaranteed by the Company and its wholly-owned domestic subsidiaries, subject to certain exceptions (collectively, the “Guarantors”). 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 its 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 zero) 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 June 30, 2020 , the weighted-average interest rate was approximately 3.3% . 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. Additionally, the Company is required to pay an upfront fee with respect to any funded additional term loans. 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. Until the delivery of the initial financial statements under the Credit Agreement, the revolving loans and term loans bear interest, at the option of the Company, at either (a) ABR plus a margin of 1.25% or (b) LIBOR plus a margin of 2.25% . The additional term loan facility is available for borrowings until November 13, 2020. Each of the revolving loans and the term loans mature on November 13, 2024. 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 June 30, 2020 . Given the Company's assumptions about the future impact of COVID-19 on the gaming industry, which could be materially different due to the inherent uncertainties of future restrictions on the industry, the Company expects to remain in compliance with all debt covenants for the next 12 months. However, given the uncertainty of COVID-19 and the resulting potential impact to the gaming industry and our future assumptions, as well as to provide additional financial flexibility, the Company and the other parties thereto amended the Credit Agreement on August 4, 2020 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). Prior Credit Facility The Company's Prior Credit Facility was a senior secured first lien credit facility, as amended, that consisted of a $125.0 million term loan, a contract draw loan facility of $170.0 million and a revolving credit facility of $85.0 million . The Company’s prior credit facility was with a syndicated group of banks with CIBC Bank USA, as administrative agent for the lenders. Included in the revolving credit facility and contract draw loan were swing line sub-facilities of $5.0 million each. The Prior Credit Facility was paid off with the proceeds from the 2019 Senior Secured Credit Facility | Debt The Company’s debt as of December 31 , consisted of the following (in thousands): 2019 2018 New Credit Facility: Revolving credit facility $ 58,500 $ — Term Loan 240,000 — Delayed Draw Term Loan (DDTL) 60,000 — Prior Credit Facility: Line of credit — 50,000 Contract draw loan — 67,000 Term loans — 115,625 Total debt 358,500 232,625 Less: Debt issuance costs (8,808 ) (1,230 ) Total debt, net of debt issuance costs 349,692 231,395 Less: Current maturities (15,000 ) (62,500 ) Total debt, net of current maturities $ 334,692 $ 168,895 New Senior Secured Credit Facility On November 13, 2019, in order to refinance its prior credit facility, for working capital and other general purposes from time to time, the Company entered into a credit agreement (the “Credit Agreement”) as borrower, the Company and its wholly-owned domestic subsidiaries, as a guarantor, 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. As of December 31, 2019 , there remained approximately $106.5 million of availability under the Credit Agreement. The obligations under the Credit Agreement are guaranteed by the Company and its wholly-owned domestic subsidiaries, subject to certain exceptions (collectively, the “Guarantors”). 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 its 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 zero) 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 December 31, 2019 , the weighted-average interest rate was approximately 4.45% . 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. Additionally, the Company is required to pay an upfront fee with respect to any funded additional term loans. 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. Until the delivery of the initial financial statements under the Credit Agreement, the revolving loans and term loans bear interest, at the option of the Company, at either (a) ABR plus a margin of 1.25% or (b) LIBOR plus a margin of 2.25% . The additional term loan facility is available for borrowings until November 13, 2020. Each of the revolving loans and the term loans mature on November 13, 2024. 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 December 31, 2019. The Company incurred $8.8 million of debt issuance costs related to the New Senior Secured Credit Facility, which will be amortized over the life of the Facility. Prior Credit Facility On December 8, 2015, the Company entered into an Amended and Restated Loan and Security Agreement with a syndicated group of banks. Under this agreement term loan availability was a $50,000,000 , contract draw loan availability was $40,000,000 , and revolving line of credit availability was $35,000,000 . Interest applicable on the term loan, contract draw loan, and revolving line of credit was payable on unpaid balance at the variable per annum LIBOR plus an applicable margin, as defined, ranging from 2.00% to 3.25% depending on the ratio of the Company’s Secured Debt to EBITDA, as defined. On November 15, 2016, the Company entered into a Second Amended and Restated Loan and Security Agreement (“Second Amendment”) with most of the same syndicated group of banks which provided for a total loan facility of $210,000,000 and includes term loan availability, contract draw availability, and line of credit availability. On April 10, 2018, the Company entered into a Third Amended and Restated Loan and Security Agreement (“Third Amendment”) with most of the same syndicated group of banks in prior loan agreements, and increased the loan facility from $210,000,000 to $300,000,000 . The Third Amendment extended the agreement maturity date from November 2021 to April 2023. Under the Second Amendment, interest applicable on all facilities was payable monthly on unpaid balances at the variable per annum LIBOR rate plus an applicable margin, as defined, ranging from 1.95% to 3.00% depending on the ratio of the Company’s Secured Debt to EBITDA, as defined. An unused line fee of 0.30% was payable monthly on the difference between the total availability and the average daily balance of the revolving line of credit and the contract loan draw outstanding. Under the Third Amendment, interest on all credit facilities was payable monthly on unpaid balances at the variable per annum LIBOR rate ( 2.51% at December 31, 2018 ) plus an applicable margin, as defined, ranging from 1.70% to 2.50% depending on the ratio of the Company’s Secured Debt to EBITDA, as defined. As of December 31, 2018 , the average interest rate was approximately 4.60% . An unused line fee of 0.25% was payable monthly on the difference between the total availability and the average daily balance of the line of credit and the contract draw loan outstanding. The Third Amendment increased the term loan availability from $90,000,000 to $125,000,000 and required quarterly principal payments of $3,125,000 through March 31, 2020, $3,906,250 through March 31, 2022, $4,687,500 through March 31, 2023, and the remaining balance due upon maturity in April 2023. The Third Amendment increased the contract draw availability from $65,000,000 to $90,000,000 and changed from a borrowing draw loan to a revolving facility whereby the Company could borrow and repay throughout the term of the agreement with no required loan repayments until maturity in April 2023. The Third Amendment increased the maximum line of credit borrowings from $55,000,000 to $85,000,000 subject to a borrowing base which was defined as the sum of 90% of the Company’s vault cash outstanding, as defined; less payables owed to establishment owners, the State of Illinois and the Illinois Gaming Board. Payments could be made on demand at the Company’s election, and were only required if the balance exceeds the lesser of the total line of credit commitment of $85,000,000 or the revolving loan availability. Additionally, the Company had the ability to utilize letters of credit. The credit facilities were collateralized by substantially all assets of the Company and included defined financial covenants related to leverage, fixed charge and minimum EBITDA. The Prior Credit Facility was paid off with the proceeds from the New Senior Secured Credit Facility . In connection with the extinguishment of the Prior Credit Facility, the Company recorded a loss from debt extinguishment of $1.1 million. The principal maturities of long-term debt as of December 31, 2019 are as follows (in thousands): Year ending December 31: 2020 $ 15,000 2021 15,000 2022 15,000 2023 15,000 2024 298,500 Total debt $ 358,500 The estimated fair value of the Company’s debt at December 31, 2019 approximated its carrying value as the debt facilities as of such date bore interest based on prevailing variable market rates and as such were categorized as a Level 2 in the fair value hierarchy as defined in Note 11. The fair value of the Company’s debt at December 31, 2018 was estimated based on observable inputs such as the change in yield on comparable indices and unobservable inputs such as the enterprise value. The inputs used to determine the fair value were classified as Level 2 and Level 3 in the fair value hierarchy. The carrying value and estimated fair value of our debt at December 31, was as follows (in thousands): 2019 2018 Carrying value $ 349,692 $ 231,395 Estimated Fair value 349,692 229,763 |
Business and Asset Acquisitions
Business and Asset Acquisitions | 6 Months Ended | 12 Months Ended |
Jun. 30, 2020 | Dec. 31, 2019 | |
Business Combinations [Abstract] | ||
Business and Asset Acquisitions | Business and Asset Acquisitions 2019 Business Acquisition Grand River Jackpot On August 26, 2019, the Company entered into an agreement to acquire all issued and outstanding membership interests in Grand River Jackpot, LLC and subsidiaries (“Grand River”), a terminal operator licensed by the State of Illinois Gaming Board. On September 16, 2019, the Company completed its acquisition of Grand River. Grand River had 2,009 VGTs in over 450 licensed establishments. The Company completed this transaction in order to expand its presence within the State of Illinois. The acquisition aggregate purchase consideration transferred totaled $113.7 million, which included: i) a cash payment made at closing of $100.0 million; ii) a subsequent cash payment of approximately $6.6 million for a working capital adjustment and; iii) contingent purchase consideration with an estimated fair value of $7.1 million. The contingent consideration represents two installment payments that are to be paid, up to a maximum amount, as follows: i) $2.5 million within 30 days following the one-year anniversary of the acquisition closing date and; ii) $7.0 million within 30 days following the three-year anniversary of the acquisition closing date. These payments are subject to adjustment based on certain performance measures included within the purchase agreement. The estimated fair value was determined based on the Company’s expected probability of future payment, discounted using Grand River’s weighted average cost of capital. The cash payment made at closing and subsequent working capital adjustment payment were both funded by the Company’s credit facilities. In light of the temporary suspension of gaming by the IGB due to the COVID-19 pandemic, the Company reversed its contingent liability for the previously mentioned $2.5 million installment payment due 30 days following the one-year anniversary of the acquisition closing date in the first quarter of 2020 as it is unlikely the performance measures for the period will be reached. The acquisition was accounted for as a business combination using the acquisition method of accounting in accordance with ASC Topic 805, Business Combinations . The purchase price has been allocated to the tangible assets and identifiable intangible assets acquired and liabilities assumed based upon their estimated fair values. The excess of the purchase price over the tangible and intangible assets acquired and liabilities assumed has been recorded as goodwill. The Company's purchase price allocation was finalized in the first quarter of 2020 and the Grand River acquisition resulted in goodwill of $34.5 million as a result of a higher consideration multiple paid relative to prior similar acquisitions driven by maturity and quality of the operations and industry, including workforce and corresponding synergies, and is amortizable for income tax purposes. The condensed consolidated statements of operations include $12.3 million of revenue and $ 0.8 million of net income attributable to operations of Grand River for the six months ended June 30, 2020 . 2019 Asset Acquisition On September 23, 2019, pursuant to the terms of an asset purchase agreement, the Company purchased from Illinois Gaming Systems, LLC (“IGS”) terminal use agreements and equipment representing the operations of 139 video game terminals in 29 licensed establishments. The Company has accounted for this transaction as an asset acquisition. The purchase consideration consisted of: i) cash payment of $2.4 million paid at closing and; ii) note payable of $2.3 million issued at closing which was recorded in consideration payable. The asset acquisition costs were allocated to the following assets: i) video game terminals and equipment totaling $1.7 million and; ii) location contracts totaling $3.0 million. The note payable bore interest at 5% and was paid in full in March 2020. Pro Forma Results The following unaudited pro forma consolidated financial information reflects the results of operations of the Company for the three and six months ended June 30, 2019 as if the acquisition of Grand River had occurred as of January 1, 2018, 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, 2019. This unaudited pro forma information does not project revenues and net income post acquisition (in thousands). Three months ended Six months ended June 30, 2019 June 30, 2019 Revenues $ 119,427 $ 231,902 Net income 5,542 10,711 Consideration Payable The Company has a contingent consideration payable related to certain locations, as defined, in the 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 June 30, 2020 and December 31, 2019 . The contingent consideration accrued is measured at fair value on a recurring basis. Current and long-term portions of consideration payable consist of the following at June 30, 2020 and December 31, 2019 (in thousands): June 30, 2020 December 31, 2019 Current Long-Term Current Long-Term TAV $ 494 $ 3,546 $ 490 $ 3,497 Abraham 26 — 55 — Fair Share Gaming 1,221 474 1,057 899 Family Amusement 395 2,787 293 2,815 Skyhigh 762 4,212 763 3,948 G3 294 99 2,952 154 Grand River — 5,423 2,304 5,113 IGS 80 — 2,379 — Total $ 3,272 $ 16,541 $ 10,293 $ 16,426 | Reverse Recapitalization As discussed in Note 1, on November 20, 2019, Accel Entertainment, Inc., consummated a business combination pursuant to the Transaction Agreement, which has been accounted for as a reverse recapitalization. Pursuant to the Transaction Agreement, TPG Holdings Corp. acquired, directly or indirectly, all of the issued and outstanding shares of common stock and preferred stock of Accel Entertainment, Inc. In connection with reverse recapitalization, TPG Pace Holdings Corp. changed its name to Accel Entertainment, Inc. The consideration paid to holders of Accel stock in connection with the reverse recapitalization and subject to the terms and conditions of the Transaction Agreement, consisted of a mix of consideration comprised of cash consideration equal to the number of shares of Accel stock for which such holder of Accel stock made a cash election multiplied by $177 per share (the “Purchase Price”) and share consideration comprised of a number of Class A-1 Shares equal to the number of shares of Accel Stock for which such holder of Accel Stock did not make a cash election multiplied by an exchange ratio calculated by dividing the Purchase Price by $10.30 , which was the closing price of the common stock of TPG Pace Holdings Corp. on November 20, 2019. In addition, each holder of Accel stock that made a cash election with respect to less than 70% of its shares of Accel stock received its pro rata share, with such pro rata share determined with reference to a number of shares equal to 70% of such holder’s shares of Accel Stock less the number of shares of Accel stock with respect to which such holder made a cash election, of 2,444,444 2019 Warrants, subject to the conditions set forth in a warrant agreement and 3,000,000 Class A-2 Shares, subject to the conditions set forth in a restricted stock agreement. In connection with the reverse recapitalization, TPG Pace Holdings and its affiliates converted 7,500,000 of Class A-1 Shares, 4,888,889 2019 Warrants subject to the conditions set forth in the New Pace Warrant Agreement and 2,000,000 Class A-2 Shares, subject to the conditions set forth in a restricted stock agreement. As part of an Investment Private Placement, certain accredited investors (as defined by Rule 501 of Regulation D) agreed to subscribe for and purchase and Pace agreed to issue and sell to such investors 4,696,675 Class A-1 Shares for a purchase price of $10.22 per share, or an aggregate of approximately $48 million . The proceeds from the Investment Private Placement was used to fund a portion of the cash consideration required in the reverse recapitalization . In connection with the reverse recapitalization, Accel repurchased approximately 36,157 shares of its stock from certain employees, directors and officers at a repurchase price of $177 per share in order to facilitate (i) the repayment of existing loans to Accel’s executive officers, (ii) the exercise of vested options and (iii) funding any resulting tax obligations from the exercise of such vested options. In accounting for the reverse recapitalization, the net equity infusion from the reverse recapitalization was $29.3 million as shown in the table below (in thousands): Amount TPG Holdings Corp cash balance, November 19, 2019 $ 429,952 Less redemption of Accel shares prior to reverse recapitalization (413,733 ) Cash balance prior to backstop equity financing 16,219 Plus funds from Investment Private Placement 48,038 Cash balance prior to consummation of the reverse recapitalization 64,257 Less adjustments to equity infusion: Payment for sponsor loan (4,000 ) Transaction costs related to the reverse recapitalization, net of tax (31,005 ) Net equity infusion prior to stock issuance 29,252 Impact of stock issued in reverse recapitalization 10 Net equity infusion from reverse recapitalization 29,262 Less impact from conversion of treasury stock and issuance of warrants (7,415 ) Net impact to additional paid-in-capital from reverse recapitalization $ 21,847 Capitalization Adjustments The table below summarizes the number of shares of Accel issued upon consummation of the reverse recapitalization consisting of (i) the number of shares of Accel stock outstanding immediately before the reverse recapitalization along with the impact of the exchange ratio. Accel Capital Stock - pre reverse recapitalization Number of Shares Class A Common Stock 472,773 Class B Common Stock 662,228 Class C Preferred Stock 1,530,779 Class D Preferred Stock 944,925 Total Shares of Accel Stock on November 20, 2019 3,610,705 Exchange ratio 17.188531 Effect of exchange ratio to convert Accel stock to A-1 Common Stock 62,062,715 Shares issued in reverse recapitalization 14,574,755 Total A-1 Common Stock 76,637,470 Immediately after the reverse recapitalization , there were 76,637,470 Class A-1 Shares, 4,999,999 ClassA-2 Shares, and 22,333,308 warrants to purchase Class A-1 Share issued and outstanding. Upon the closing, the Company’s Class A-1 Shares and warrants began trading on the New York Stock Exchange. 2019 Business Acquisitions Grand River Jackpot On August 26, 2019, the Company entered into an agreement to acquire all issued and outstanding membership interests in Grand River Jackpot, LLC and subsidiaries (“Grand River”), a terminal operator licensed by the State of Illinois Gaming Board. On September 16, 2019, the Company completed its acquisition of Grand River. Grand River had 2,009 VGTs in over 450 licensed establishments. The Company completed this transaction in order to expand its presence within the State of Illinois. The acquisition aggregate purchase consideration transferred totaled $113.7 million, which included: i) a cash payment made at closing of $100.0 million; ii) a subsequent cash payment of approximately $6.6 million for a working capital adjustment and; iii) contingent purchase consideration with an estimated fair value of $7.1 million. The contingent consideration represents two installment payments that are to be paid, up to a maximum amount, as follows: i) $2.5 million within 30 days following the one-year anniversary of the acquisition closing date and; ii) $7.0 million within 30 days following the three-year anniversary of the acquisition closing date. These payments are subject to adjustment based on certain performance measures included within the purchase agreement. The estimated fair value was determined based on the Company’s expected probability of future payment, discounted using Grand River’s weighted average cost of capital. The cash payment made at closing and subsequent working capital adjustment payment were both funded with the Company’s existing credit facilities. The acquisition was accounted for as a business combination using the acquisition method of accounting in accordance with ASC Topic 805, Business Combinations . The purchase price has been preliminarily allocated to the tangible assets and identifiable intangible assets acquired and liabilities assumed based upon their estimated fair values. The areas of the purchase price that are not yet finalized are primarily related to the valuation of location contracts, property and equipment, contingent consideration, and a final adjustment to working capital. The excess of the purchase price over the tangible and intangible assets acquired and liabilities assumed has been recorded as goodwill. The Grand River acquisition resulted in recorded goodwill as a result of a higher consideration multiple paid relative to prior similar acquisitions driven by maturity and quality of the operations and industry, including workforce and corresponding synergies, and is amortizable for income tax purposes. Management plans to integrate the Grand River acquisition into its existing business structure, which is comprised of a single reporting unit. The following table summarizes the fair value of consideration transferred and the preliminary estimated fair values of the assets acquired and liabilities assumed at the date of acquisition (in thousands): Cash paid $ 106,578 Contingent consideration 7,136 Total consideration $ 113,714 Cash $ 8,861 Location contracts acquired 53,200 Property and equipment: Video game terminals and equipment 18,000 Land 28 Buildings 548 Vehicles 600 Goodwill 34,511 Total assets acquired 115,748 Accounts payable assumed (532 ) Accrued expenses assumed (1,502 ) Net assets acquired $ 113,714 The Company incurred $0.2 million in acquisition related costs that are included in other operating expenses within the consolidated statement of operations for the period ended December 31, 2019 . The results of operations for Grand River are included in the consolidated financial statements of the Company from the date of acquisition. Grand River’s acquired assets generated revenues and net income of $ 16.6 million and $ 1.2 million for the period from the acquisition date of September 16, 2019 , through December 31, 2019 . 2019 Asset Acquisition On September 23, 2019, pursuant to the terms of an asset purchase agreement, the Company purchased from Illinois Gaming Systems, LLC (“IGS”) terminal use agreements and equipment representing the operations of 139 video game terminals in 29 licensed establishments. The Company has accounted for this transaction as an asset acquisition. The purchase consideration consisted of: i) cash payment of $2.4 million paid at closing and; ii) note payable of $2.3 million issued at closing which is recorded in consideration payables. The asset acquisition costs were allocated to the following assets: i) video game terminals and equipment totaling $1.7 million and; ii) location contracts totaling $3.0 million. The note payable bears interest of 5% and is due in full on March 23, 2020. 2018 Business Acquisitions The following table summarizes the consideration paid and the fair values of the tangible and intangible assets acquired at the acquisition dates for the Company’s 2018 business acquisitions (in thousands): Quad B Skyhigh G3 Mike’s Amusement Family Amusement Total Cash paid at closing $ 610 $ 9,268 $ 36,500 $ 3,500 $ 1,512 $ 51,390 Contingent consideration payable — 4,324 1,026 — — 5,350 Promissory note — — — — 3,368 3,368 Due to seller — 618 3,019 — — 3,637 Total Consideration $ 610 $ 14,210 $ 40,545 $ 3,500 $ 4,880 $ 63,745 Cash $ — $ 1,126 $ 2,507 $ — $ — $ 3,633 Video game terminals and equipment — 506 3,009 — — 3,515 Amusement and other equipment 472 59 204 420 300 1,455 Location contracts acquired 138 12,519 34,825 3,080 4,580 55,142 Total fair value of net assets acquired 610 14,210 40,545 3,500 4,880 63,745 Quad B On September 1, 2018, the Company acquired certain assets of B.B.B.B., Inc. (“Quad B”), an Illinois amusement operator. The Company acquired 61 locations that are or are expected to become operational. Quad B’s acquired assets generated revenues and net income of $0.1 million and $0.1 million , respectively, for the period from the acquisition date of September 1, 2018, through December 31, 2018. Quad B’s acquired assets generated revenues and net income of $ 0.3 million and $ 0.1 million, respectively, for the year ended December 31, 2019. Skyhigh Gaming On August 1, 2018, the Company acquired certain assets of Skyhigh Gaming, LLC (“Skyhigh”), an Illinois licensed terminal operator. The Company initially acquired 23 locations that are or are expected to become operational. The Company has a contingent consideration payable related to certain locations, as defined, in the acquisition agreement placed in operation during five years after the acquisition date (“the installment period”). The Company will pay Skyhigh 18.44% of the adjusted net terminal income, related to locations in operation during five years after the acquisition date. Payments will be made on a monthly basis for the first two years and every three months for the latter three years , through July 2023. The agreement also provides for a final payment upon the expiration of the installment period equal to 1.75 times the adjusted and defined net terminal income generated by the locations in the twelve-month period ending on the final payment date. The fair value of contingent consideration due as of December 31, 2019 and 2018 were $4.7 million and $4.5 million, respectively. The fair value of contingent consideration is included in the consideration payable on the consolidated balance sheets at December 31, 2019 and 2018. The contingent consideration accrued is measured at fair value on a recurring basis. The maximum amount is determined based on the net terminal income for the related locations. Skyhigh’s acquired assets generated revenues and net income of $3.9 million and $1.1 million , respectively, for the period from the acquisition date of August 1, 2018, through December 31, 2018. Skyhigh’s acquired assets generated revenues and net income of $ 9.3 million and $ 2.2 million, respectively, for the year ended December 31, 2019. G3 Gaming On October 16, 2018, the Company acquired certain assets of G3 Gaming, LLC (“G3”), an Illinois licensed terminal operator. The Company initially acquired 87 locations that are or are expected to become operational. The Company has contingent consideration payable related to locations placed in operation during the three years after the acquisition date whereby the Company will pay G3 a specified percent of the monthly terminal operator revenue less video gaming terminal fees for pending locations, recently added locations, and for a specified group of target establishments through 2022. The fair value of contingent consideration due as of December 31, 2019 and 2018 were $3.1 million and $1.0 million, respectively. The maximum amount is determined based on the net terminal income for the related locations. G3’s acquired assets generated revenues and net income of $4.3 million and $0.8 million, respectively, for the period from the acquisition date of October 16, 2018, through December 31, 2018. G3’s acquired assets generated revenues and net income of $ 21.8 million and $ 3.3 million, respectively, for the year ended December 31, 2019. Mike’s Amusements On October 16, 2018, the Company acquired certain assets of Mike’s Amusements, Inc. (“Mike’s Amusements”), an Illinois amusement operator. The Com pany initially acquired 73 locations that are or are expected to become operational. Mike’s Amusement’s acquired assets generated revenues and net income of $0.2 million and $0.1 million , respectively, for the period from the acquisition date of October 16, 2018, through December 31, 2018. Mike’s Amusement’s acquired assets generated revenues and net income of $ 1.0 million and $ 0.4 million, respectively, for the year ended December 31, 2019. Family Amusement On October 31, 2018, the Company entered into an agreement to acquire certain assets of Family Amusement, Inc. (“Family Amusement”), an Illinois amusement operator. The Company initially acquired 139 locations that are or are expected to become operational. Family Amusement’s acquired assets generated revenues and net income of $0.1 million and $0.1 million , respectively, for the period from the acquisition date of October 31, 2018, ending on December 31, 2018. Family Amusement’s acquired assets generated revenues and net income of $0.4 million and $0.2 million, respectively, for the year ended December 31, 2019. The Company entered into a promissory note in connection with the acquisition. The promissory note provides for three annual installments of $0.4 million from 2019 through 2021, one installment of $0.7 million in 2022, and one installment of $2.1 million in 2023. The first installment was paid upon signing of the promissory note and each subsequent installment shall be paid on or before the anniversary date of the signing of the promissory note. The fair value of the consideration due as of December 31, 2019 and 2018 was $3.1 million and $3.4 million, respectively. The consideration is included in the consideration payable on the consolidated balance sheets at December 31, 2019 and 2018. The Company and Family Amusement had a pre-existing relationship prior to the business acquisition. Under that pre-existing relationship the Company had route and customer acquisition costs payable to Family Amusement. As a result of the business acquisition, the pre-existing route and customer acquisition payables to Family Amusement were settled and cost and accumulated amortization of the existing Family Amusement route and customer acquisition cost assets was disposed, and a $0.1 million reduction in amortization of route and customer acquisition costs and location contracts acquired was recorded. 2017 and prior Business Acquisitions Fair Share Gaming On July 1, 2017, the Company acquired certain assets and assumed certain liabilities of Fair Share Gaming, LLC (“Fair Share”), an Illinois licensed terminal operator. The Company initially acquired 125 locations that are or will become operational. The following table summarizes the consideration paid and the estimated fair values of the assets acquired and liabilities assumed at the date of acquisition (in thousands): Cash paid at closing $ 48,000 Issuance of common stock to seller 10,794 Contingent stock consideration 3,675 Due to seller 2,055 Contingent consideration 595 Total consideration $ 65,119 Cash $ 4,926 Video game terminals and equipment 6,363 Vehicles 126 Amusement and other equipment 1,148 Location contracts acquired 52,716 Total assets acquired 65,279 Accrued expenses assumed (160 ) Net assets acquired $ 65,119 The Company has a contingent consideration payable related to certain locations, as defined in the acquisition agreement, in operation one year after the acquisition date. The Company will pay Fair Share half of the Company’s share of revenue after the state taxes based on the number of locations expected to be in operation one year after the acquisition date. On the one-year anniversary of the date the location goes live, monthly payments commence for a period of two years . The fair value of contingent consideration due as of December 31, 2019 and December 31, 2018 was $2.0 million and $1.0 million, respectively. The remaining contingent consideration is included in the consideration payable on the consolidated balance sheets. The contingent consideration accrued is measured at fair value on a recurring basis. The maximum amount is determined based on the net terminal income for the related locations. The purchase agreement provided for $15 million of the purchase price to be paid through the issuance of Class A Common Stock in the Company. The purchase agreement allowed for an adjustment to the $15 million issuance of common stock to the seller fifteen months after the date of acquisition predicated on the estimated value of the Company at September 30, 2018. The fair value of the common stock issued on the acquisition date was $10.8 million. The difference between the $15 million provided for in the purchase agreement and the fair value of the common stock issued was discounted and $3.7 million was recorded as contingent stock consideration at the acquisition date. The adjustment was determined based on the difference between estimated Accel Value, as defined, at the acquisition date and actual Accel Value, as defined, as of September 30, 2018. As a result of this adjustment, 3,956 shares of Common Stock A were received back from Fair Share and placed into treasury during the year ended December 31, 2018. Fair Share’s acquired assets generated revenues and net income of $19.0 million and $3.3 million, respectively, for the period from the acquisition date of July 1, 2017, through December 31, 2017. Fair Share’s acquired assets generated revenues and net income of $40.8 million and $7.0 million , respectively, for the year ended December 31, 2018. Fair Share’s acquired assets generated revenues and net income of $42.8 million and $7.8 million , respectively, for the year ended December 31, 2019. Abraham On June 1, 2016, the Company acquired certain assets and assumed certain liabilities of Abraham Gaming, LLC (“Abraham”), an Illinois licensed terminal operator. The Company initially acquired 138 locations that are or are expected to become operational. The Company has a contingent consideration payable related to certain locations in operation two years after these locations go live. The Company will make one payment to Abraham for half of the Company’s share of revenue after the state taxes related to locations in operation within 10 business days after determining the amount owed related to the two years of operations. The fair value of contingent consideration due as of December 31, 2019 and 2018, was $0.1 million and $0.2 million, respectively. The remaining contingent consideration is included in the consideration payable on the consolidated balance sheets. The contingent consideration accrued is measured at fair value on a recurring basis. The maximum amount is determined based on the net terminal income for the related locations. TAV Gaming On December 30, 2014, the Company acquired certain assets and assumed certain liabilities of TAV Gaming, Inc. (“TAV”), an Illinois licensed terminal operator. The total purchase consideration payable to TAV is subject to earnouts based on actual locations placed in operation and the performance thereof. The Company initially acquired 32 locations that were or would become operational. Consideration payable due to TAV in relation to the acquisition was $4.0 million and $1.4 million at December 31, 2019 and 2018 , respectively, which is included in consideration payable in the accompanying consolidated balance sheets. The Company makes monthly payments of principal and interest due through December 30, 2024. Pro Forma Results The following unaudited pro forma consolidated financial information reflects the results of operations of the Company for the years ended December 31, 2019 , 2018 and 2017 as if the acquisitions of Grand River, Quad B, Skyhigh, G3, Mike’s Amusements, Family Amusement and Fair Share Gaming, had occurred as of the beginning of the fiscal year prior to the fiscal year of acquisition, after giving effect to certain purchase accounting adjustments. These amounts are based on available financial information of the acquirees prior to the acquisition dates and are not necessarily indicative of what Company’s operating results would have been had the acquisitions actually taken place at the beginning of the fiscal year prior to the fiscal year of acquisition. This unaudited pro forma information for the years ended December 31, does not project revenues and income before income tax expense post acquisition (in thousands). 2019 2018 2017 Revenues $ 466,466 $ 409,142 $ 467,676 Net (loss) income (2,598 ) 16,098 26,535 Consideration Payable The Company has a contingent consideration payable related to certain locations, as defined, in the 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 consolidated balance sheets as of December 31, 2019 and 2018 . The contingent consideration accrued is measured at fair value on a recurring basis. Current and long-term portions of consideration payable consist of the following at December 31 (in thousands) : 2019 2018 Current Long-Term Current Long-Term TAV $ 490 $ 3,497 $ 194 $ 1,232 Abraham 55 — 207 — Fair Share Gaming 1,057 899 1,027 — Family Amusement 293 2,815 357 3,011 Skyhigh 763 3,948 550 3,971 G3 2,952 154 221 806 Grand River 2,304 5,113 — — IGS 2,379 — — — Total $ 10,293 $ 16,426 $ 2,556 $ 9,020 |
Fair Value Measurements
Fair Value Measurements | 6 Months Ended | 12 Months Ended |
Jun. 30, 2020 | Dec. 31, 2019 | |
Fair Value Disclosures [Abstract] | ||
Fair Value Measurements | 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, the 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. Convertible promissory notes In valuing it's convertible promissory notes at June 30, 2020 and December 31, 2019, the Company utilized a binomial lattice model in which a convertible instrument is split into two separate components: a cash-only (debt) component and an equity component. The binomial lattice trees are constructed using a methodology that assigns up and downward movement factors and probabilities based on rates of return, volatility, and time. It allows for the optional conversion features of the convertible promissory notes to be captured by determining whether conversion or continuing to hold is the most economically advantageous to the holder. Upon conversion, future values in the equity component are subject to only the risk-free rate, while the cash-only component associated with continuing to hold the debt instrument is subject to the selected risk-adjusted discount rate. Solving backwards through the trees associated with the equity component and the trees associated with the debt component yields an aggregate discounted value for each. The sum of these values yields the indicated fair value of the convertible promissory notes. The discount rate is the risk-adjusted discount rate that is implied by the rate that allows the discounted cash flows with all terms and conditions modeled to equal the total cash consideration. As such, after modeling the features of convertible promissory notes as of the issuance date using the lattice model framework outlined above, the Company solved for the discount rate that resulted in a value for the note equal to the total cash consideration. The valuation of the Company's convertible promissory notes is considered to be a Level 3 fair value measurement as the significant inputs are unobservable and require significant judgment or estimation. For interim periods, the Company evaluates the underlying assumptions used in the latest valuation and determines whether there have been any significant changes to those assumptions based on current events to determine if a revaluation is necessary. Based on the economic impacts of COVID-19, the Company engaged a 3rd party valuation firm to assist in determining the fair value of its investment in convertible notes as of June 30, 2020 . The valuation concluded that the carrying amount of the investment in the convertible notes approximates the fair value in all material respects, as of June 30, 2020 . Contingent consideration The following tables summarize the Company’s liabilities that are measured at fair value on a recurring basis (in thousands): Fair Value Measurement at Reporting Date Using June 30, 2020 Quoted Prices in Active Markets for Identical Assets (Level 1) Significant Other Observable Inputs (Level 2) Significant Unobservable Inputs (Level 3) Liabilities: Contingent consideration $ 12,591 $ — $ — $ 12,591 Fair Value Measurement at Reporting Date Using December 31, 2019 Quoted Prices in Active Markets for Identical Assets (Level 1) Significant Other Observable Inputs (Level 2) Significant Unobservable Inputs (Level 3) Liabilities: Contingent consideration $ 17,327 $ — $ — $ 17,327 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. A hypothetical 1% increase in the applicable discount rate would decrease other expenses, net by approximately $0.2 million while a hypothetical 1% decrease in the applicable discount rate would increase other expenses, net by approximately $0.2 million. Changes in the fair value of contingent consideration liabilities are classified within other expenses, net on the accompanying condensed consolidated statements of operations. | 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, the 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. Convertible promissory notes In valuing it’s convertible promissory notes, the Company utilized a binomial lattice model in which a convertible instrument is split into two separate components: a cash-only (debt) component and an equity component. The binomial lattice trees are constructed using a methodology that assigns up and downward movement factors and probabilities based on rates of return, volatility, and time. It allows for the optional conversion features of the convertible promissory notes to be captured by determining whether conversion or continuing to hold is the most economically advantageous to the holder. Upon conversion, future values in the equity component are subject to only the risk-free rate, while the cash-only component associated with continuing to hold the debt instrument is subject to the selected risk-adjusted discount rate. Solving backwards through the trees associated with the equity component and the trees associated with the debt component yields an aggregate discounted value for each. The sum of these values yields the indicated fair value of the convertible promissory notes. The discount rate is the risk-adjusted discount rate that is implied by the rate that allows the discounted cash flows with all terms and conditions modeled to equal the total cash consideration. As such, after modeling the features of convertible promissory notes as of the issuance date using the lattice model framework outlined above, the Company solved for the discount rate that resulted in a value for the note equal to the total cash consideration. The valuation of the Company’s convertible promissory notes is considered to be a Level 3 fair value measurement as the significant inputs are unobservable and require significant judgment or estimation. Contingent consideration The following tables summarize the Company’s liabilities that are measured at fair value on a recurring basis (in thousands): Fair Value Measurement at Reporting Date Using December 31, 2019 Quoted Prices in Active Markets for Identical Assets (Level 1) Significant Other Observable Inputs (Level 2) Significant Unobservable Inputs (Level 3) Liabilities: Contingent consideration $ 17,327 $ — $ — $ 17,327 Fair Value Measurement at Reporting Date Using December 31, 2018 Quoted Prices in Active Markets for Identical Assets (Level 1) Significant Other Observable Inputs (Level 2) Significant Unobservable Inputs (Level 3) Liabilities: Contingent consideration $ 6,782 $ — $ — $ 6,782 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. A hypothetical 1% increase in the applicable discount rate would decrease other expenses, net by approximately $0.2 million while a hypothetical 1% decrease in the applicable discount rate would increase other expenses, net by approximately $0.2 million. The following table provides a roll-forward of the fair value of recurring Level 3 fair value measurements for the years ended December 31, 2019 , 2018 and 2017 (in thousands): 2019 2018 2017 Liabilities: Contingent consideration: Beginning of year balance $ 6,782 $ 785 $ 190 Issuance of contingent consideration in connection with acquisitions 7,216 5,350 595 Payment of contingent consideration (1,658 ) (387 ) — Additional accruals included in earnings 4,987 1,034 — Ending balance $ 17,327 $ 6,782 $ 785 Changes in the fair value of contingent consideration liabilities are classified within other expenses, net on the accompanying consolidated statements of operations. |
Stockholders' Equity
Stockholders' Equity | 6 Months Ended | 12 Months Ended |
Jun. 30, 2020 | Dec. 31, 2019 | |
Equity [Abstract] | ||
Stockholders' Equity | Stockholders’ Equity As discussed in Note 1, on November 20, 2019, the Company, consummated a reverse recapitalization . Pursuant to the Certificate of Incorporation as amended on November 20, 2019 and as a result of the reverse recapitalization, the Company has retrospectively adjusted the shares issued and outstanding prior to November 20, 2019 to give effect to the exchange ratio used to determine the number of Class A-1 shares of common stock into which they were converted . P ursuant to the terms of the Company’s Amended and Restated Certificate of Incorporation, the Company authorized and has available for issuance the following shares and classes of capital stock, each with a par value of $0.0001 per share: i) 1,000,000 shares of preferred stock; ii) 250,000,000 shares of Class A-1 Common Stock, ii) 10,000,000 shares of Class A-2 Common Stock. 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. 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. 5,000,000 shares of Class A-2 Common Stock were issued with other consideration in conjunction with the reverse recapitalization , subject to the conditions set forth in a restricted stock agreement, which sets forth the terms upon which the Class A-2 Shares will be exchanged for an equal number of validly issued, fully paid and non-assessable Class A-1 Shares. The exchange of Class A-2 Shares for Class A-1 Shares 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 Class A-2 Shares, will be exchanged for Class A-1 Shares 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 Shares 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 Class A-2 Shares, will be exchanged for Class A-1 Shares 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 Shares 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 Class A-2 Shares, will be exchanged for Class A-1 Shares 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 Shares on the NYSE equals or exceeds $16.00 for at least twenty trading days in any consecutive thirty trading day period. The Restricted Stock Agreement further provides that holders of Class A-2 Shares are not required to exchange such shares for Class A-1 Shares if, (x) prior to giving effect to exchanges pursuant to the triggers described above, such holder beneficially owns less than 4.99% of the issued and outstanding Class A-1 Shares, and (y) after giving effect to the exchanges pursuant to the triggers described above, such holder would beneficially own in excess of 4.99% of the issued and outstanding Class A-1 Shares. However, notwithstanding the limitation described in the previous sentence, if and when a holder of Class A-2 Shares has obtained all required gaming approvals from the applicable gaming authorities permitting such holder to beneficially own Class A-1 Shares in excess of 4.99% , then the Class A-2 Shares held by such holder which are subject to exchange shall immediately be exchanged for Class A-1 Shares without regard to the limitation. On January 14, 2020, the market condition for the conversion of Tranche I was satisfied. However, as discussed above, no shareholder is permitted to own more than 4.99% of the issued and outstanding Class A-1 Shares after the conversion unless obtaining required gaming approvals from the applicable gaming authorities. In connection with the conversion, no gaming approvals were obtained. As a result, only 1,596,636 of the 1,666,667 Class A-2 shares were converted into Class A-1 shares. Warrants On January 31, 2013, the Company issued 253,575 warrants to certain individual shareholders as compensation for providing a personal guaranty for a revolving loan agreement. The warrants granted their holders the right to purchase the Company’s Class A-1 Common Shares at the price of $17.80 per share anytime from January 31, 2013 through January 30, 2020. The warrants were classified as an equity instrument. As of June 30, 2020 and 2019, there were 0 and 91,350 warrants outstanding. All warrants were exercised prior to the reverse recapitalization. 7,333,326 warrants to purchase shares of Class A-1 Common Stock were issued with other consideration prior to the reverse recapitalization (the “2019 Warrants”). As a part of the reverse recapitalization, 2,444,437 2019 Warrants were canceled and reissued under the same terms and conditions to Accel legacy shareholders. Each warrant expires five years from issuance and entitles the holder to purchase one Class A-1 Share 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 . The 2019 Warrants may be redeemed, at the option of the Company, ninety ( 90 ) days after they are first exercisable and prior to their expiration, at a price equal to a number of Class A-1 Stock determined by reference to the table below, based on the redemption date (calculated for purposes of the table as the period to expiration of the 2019 Warrants) and the “Fair Market Value” (the “Alternative Redemption Price”) (as such terms are defined in the 2019 Warrant Agreement) provided that the last sales price of the Class A-1 Stock reported has been at least $10.00 per share, on the trading day prior to the date on which notice of the redemption is given, subject to certain terms of the 2019 Warrant Agreement. In 2017, 15,000,000 warrants to purchase shares of Class A-1 Common Stock were issued (“Public Warrants”). Each warrant expires five years from issuance and entitles the holder to purchase one Class A-1 Share 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. The Public Warrants may be redeemed for cash at the option of the Company, at any time while they are exercisable and prior to their expiration, at the price of $0.01 per Public Warrant, provided that the last sales price of the Class A-1 Stock reported has been at least $18.00 per share, on each of twenty ( 20 ) trading days within the thirty ( 30 ) trading-day period ending on the third Business Day prior to the date on which notice of the redemption is given, subject to certain terms of the Public Warrant Agreement. The Public Warrants may be redeemed, at the option of the Company, ninety ( 90 ) days after they are first exercisable and prior to their expiration, at a price equal to a number of Class A-1 Stock determined by reference to the table below, based on the redemption date (calculated for purposes of the table as the period to expiration of the Public Warrants) and the “Fair Market Value” (the “Alternative Redemption Price”) (as such terms are defined in the Public Warrant Agreement) provided that the last sales price of the Class A-1 Stock reported has been at least $10.00 per share, on the trading day prior to the date on which notice of the redemption is given, subject to certain terms of the Public Warrant Agreement. Redemption Date Fair Market Value of Class A-1 shares (period to expiration of the New Accel Warrants) $10 $11 $12 $13 $14 $15 $16 $17 $18 57 months 0.257 0.277 0.294 0.310 0.324 0.337 0.348 0.358 0.365 54 months 0.252 0.272 0.291 0.307 0.322 0.335 0.347 0.357 0.365 51 months 0.246 0.268 0.287 0.304 0.320 0.333 0.346 0.357 0.365 48 months 0.241 0.263 0.283 0.301 0.317 0.332 0.344 0.356 0.365 45 months 0.235 0.258 0.279 0.298 0.315 0.330 0.343 0.356 0.365 42 months 0.228 0.252 0.274 0.294 0.312 0.328 0.342 0.355 0.364 39 months 0.221 0.246 0.269 0.290 0.309 0.325 0.340 0.354 0.364 36 months 0.213 0.239 0.263 0.285 0.305 0.323 0.339 0.353 0.364 33 months 0.205 0.232 0.257 0.280 0.301 0.320 0.337 0.352 0.364 30 months 0.196 0.224 0.250 0.274 0.297 0.316 0.335 0.351 0.364 27 months 0.185 0.214 0.242 0.268 0.291 0.313 0.332 0.350 0.364 24 months 0.173 0.204 0.233 0.260 0.285 0.308 0.329 0.348 0.364 21 months 0.161 0.193 0.223 0.252 0.279 0.304 0.326 0.347 0.364 18 months 0.146 0.179 0.211 0.242 0.271 0.298 0.322 0.345 0.363 15 months 0.130 0.164 0.197 0.230 0.262 0.291 0.317 0.342 0.363 12 months 0.111 0.146 0.181 0.216 0.250 0.282 0.312 0.339 0.363 9 months 0.090 0.125 0.162 0.199 0.237 0.272 0.305 0.336 0.362 6 months 0.065 0.099 0.137 0.178 0.219 0.259 0.296 0.331 0.362 3 months 0.034 0.065 0.104 0.150 0.197 0.243 0.286 0.326 0.361 0 months — — 0.042 0.115 0.179 0.233 0.281 0.323 0.361 The exact Fair Market Value and Redemption Date (as defined) may not be set forth in the table above, in which case, if the Fair Market Value is between two values in the table or the Redemption Date is between two redemption dates in the table, the number of Class A-1 Stock to be issued for each Public Warrant redeemed will be determined by a straight-line interpolation between the number of shares set forth for the higher and lower Fair Market Values and the earlier and later redemption dates, as applicable, based on a 365-day year. On June 16, 2020, the Company announced that it would redeem all of the outstanding Public Warrants to purchase shares of the Company’s Class A-1 common stock, that were originally issued under the Warrant Agreement, at a redemption exchange rate equal to 0.250 shares of Class A-1 Common Stock per Public Warrant that remain outstanding at 5:00 p.m. New York City time on July 16, 2020. The 2019 Warrants to purchase Class A-1 Common Stock are not subject to this redemption. See Note 17 for further information on the redemption. | Stockholders’ Equity As discussed in Notes 1 and 3, on November 20, 2019, the Company, consummated a reverse recapitalization pursuant to the Transaction Agreement, which has been accounted for as a reverse recapitalization. Pursuant to the Certificate of Incorporation as amended on November 20, 2019 and as a result of the reverse recapitalization, the Company has retrospectively adjusted the shares issued and outstanding prior to November 20, 2019 to give effect to the exchange ratio used to determine the number of Class A-1 shares of common stock into which they were converted . P ursuant to the terms of the Company’s Amended and Restated Certificate of Incorporation, the Company authorized and has available for issuance the following shares and classes of capital stock, each with a par value of $0.0001 per share: i) 1,000,000 shares of preferred stock; ii) 250,000,000 shares of Class A-1 Common Stock, ii) 10,000,000 shares of Class A-2 Common Stock. 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. 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. As discussed in Note 3, 5,000,000 shares of Class A-2 Common Stock were issued with other consideration prior to the reverse recapitalization , subject to the conditions set forth in a restricted stock agreement, which sets forth the terms upon which the Class A-2 Shares will be exchanged for an equal number of validly issued, fully paid and non-assessable Class A-1 Shares. The exchange of Class A-2 Shares for Class A-1 Shares 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 Class A-2 Shares, will be exchanged for Class A-1 Shares 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 Shares 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 Class A-2 Shares, will be exchanged for Class A-1 Shares 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 Shares 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 Class A-2 Shares, will be exchanged for Class A-1 Shares 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 Shares on the NYSE equals or exceeds $16.00 for at least twenty trading days in any consecutive thirty trading day period. The LTM EBITDA thresholds will be reasonably adjusted by the independent directors of the board of the Company (the “ Board ”) from time to time to take into account the anticipated effect of any acquisitions or dispositions that exceed certain thresholds and are otherwise materially different from certain forecasts. Notwithstanding the foregoing, Class A-2 Shares, if not previously exchanged for Class A-1 Shares pursuant to the triggers described above, will be exchanged for an equal number of Class A-1 Shares immediately prior to the consummation of a transaction or series of related transactions that would result in a third party or group (as defined in or under Section 13 of the Securities Exchange Act of 1934, as amended (the “ Exchange Act ”)) becoming the beneficial owner of, directly or indirectly, more than fifty percent of the total voting power of the equity securities of the Company, or more than fifty percent of the consolidated net revenues, net income or total assets (including equity securities of its subsidiaries) of the Company, provided that the satisfaction of the conditions set forth in the aforementioned triggers cannot be determined at such time. The Restricted Stock Agreement further provides that holders of Class A-2 Shares are not required to exchange such shares for Class A-1 Shares if, (x) prior to giving effect to exchanges pursuant to the triggers described above, such holder beneficially owns less than 4.99% of the issued and outstanding Class A-1 Shares, and (y) after giving effect to the exchanges pursuant to the triggers described above, such holder would beneficially own in excess of 4.99% of the issued and outstanding Class A-1 Shares. However, notwithstanding the limitation described in the previous sentence, if and when a holder of Class A-2 Shares has obtained all required gaming approvals from the applicable gaming authorities permitting such holder to beneficially own Class A-1 Shares in excess of 4.99% , then the Class A-2 Shares held by such holder which are subject to exchange shall immediately be exchanged for Class A-1 Shares without regard to the limitation. On January 14, 2020, the market condition for the conversion of Tranche I was satisfied. Accordingly, 1,666,666 Class A-2 shares were converted into Class A-1 shares. Warrants On January 31, 2013, the Company issued 253,575 warrants to certain individual shareholders as compensation for providing a personal guaranty for a revolving loan agreement. The warrants granted their holders the right to purchase the Company’s Class A-1 Common Shares at the price of $17.80 per share anytime from January 31, 2013 through January 30, 2020. The warrants were classified as an equity instrument. As of December 31, 2019, and 2018, there were 0 and 190,575 shares of warrants outstanding. During the year ended December 31, 2019, 190,575 warrants were exercised prior to the reverse recapitalization for proceeds of $3,392,235 . During the year ended December 31, 2017, 11,500 warrants were exercised for proceeds of $204,700 . As discussed in Note 3, 7,333,326 warrants to purchase shares of Class A-1 Common Stock were issued with other consideration prior to the reverse recapitalization (the “2019 Warrants”). As a part of the reverse recapitalization, 2,444,437 2019 warrants were canceled and reissued under the same terms and conditions to Accel legacy shareholders. Each warrant expires five years from issuance and entitles the holder to purchase one Class A-1 Share 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 . The 2019 Warrants may be redeemed, at the option of the Company, ninety ( 90 ) days after they are first exercisable and prior to their expiration, at a price equal to a number of Class A-1 Stock determined by reference to the table below, based on the redemption date (calculated for purposes of the table as the period to expiration of the 2019 Warrants) and the “Fair Market Value” (the “Alternative Redemption Price”) (as such terms are defined in the 2019 Warrant Agreement) provided that the last sales price of the Class A-1 Stock reported has been at least $10.00 per share, on the trading day prior to the date on which notice of the redemption is given, subject to certain terms of the 2019 Warrant Agreement. 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 Class A-1 Share 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. The Public Warrants may be redeemed for cash at the option of the Company, at any time while they are exercisable and prior to their expiration, at the price of $0.01 per Public Warrant, provided that the last sales price of the Class A-1 Stock reported has been at least $18.00 per share, on each of twenty ( 20 ) trading days within the thirty ( 30 ) trading-day period ending on the third Business Day prior to the date on which notice of the redemption is given, subject to certain terms of the Public Warrant Agreement. The Public Warrants may be redeemed, at the option of the Company, ninety ( 90 ) days after they are first exercisable and prior to their expiration, at a price equal to a number of Class A-1 Stock determined by reference to the table below, based on the redemption date (calculated for purposes of the table as the period to expiration of the Public Warrants) and the “Fair Market Value” (the “Alternative Redemption Price”) (as such terms are defined in the Public Warrant Agreement) provided that the last sales price of the Class A-1 Stock reported has been at least $10.00 per share, on the trading day prior to the date on which notice of the redemption is given, subject to certain terms of the Public Warrant Agreement. Redemption Date Fair Market Value of Class A-1 shares (period to expiration of the New Accel Warrants) $10 $11 $12 $13 $14 $15 $16 $17 $18 57 months 0.257 0.277 0.294 0.310 0.324 0.337 0.348 0.358 0.365 54 months 0.252 0.272 0.291 0.307 0.322 0.335 0.347 0.357 0.365 51 months 0.246 0.268 0.287 0.304 0.320 0.333 0.346 0.357 0.365 48 months 0.241 0.263 0.283 0.301 0.317 0.332 0.344 0.356 0.365 45 months 0.235 0.258 0.279 0.298 0.315 0.330 0.343 0.356 0.365 42 months 0.228 0.252 0.274 0.294 0.312 0.328 0.342 0.355 0.364 39 months 0.221 0.246 0.269 0.290 0.309 0.325 0.340 0.354 0.364 36 months 0.213 0.239 0.263 0.285 0.305 0.323 0.339 0.353 0.364 33 months 0.205 0.232 0.257 0.280 0.301 0.320 0.337 0.352 0.364 30 months 0.196 0.224 0.250 0.274 0.297 0.316 0.335 0.351 0.364 27 months 0.185 0.214 0.242 0.268 0.291 0.313 0.332 0.350 0.364 24 months 0.173 0.204 0.233 0.260 0.285 0.308 0.329 0.348 0.364 21 months 0.161 0.193 0.223 0.252 0.279 0.304 0.326 0.347 0.364 18 months 0.146 0.179 0.211 0.242 0.271 0.298 0.322 0.345 0.363 15 months 0.130 0.164 0.197 0.230 0.262 0.291 0.317 0.342 0.363 12 months 0.111 0.146 0.181 0.216 0.250 0.282 0.312 0.339 0.363 9 months 0.090 0.125 0.162 0.199 0.237 0.272 0.305 0.336 0.362 6 months 0.065 0.099 0.137 0.178 0.219 0.259 0.296 0.331 0.362 3 months 0.034 0.065 0.104 0.150 0.197 0.243 0.286 0.326 0.361 0 months — — 0.042 0.115 0.179 0.233 0.281 0.323 0.361 The exact Fair Market Value and Redemption Date (as defined) may not be set forth in the table above, in which case, if the Fair Market Value is between two values in the table or the Redemption Date is between two redemption dates in the table, the number of Class A-1 Stock to be issued for each 2019 Warrant redeemed will be determined by a straight-line interpolation between the number of shares set forth for the higher and lower Fair Market Values and the earlier and later redemption dates, as applicable, based on a 365-day year. At December 31, 2019 and 2018, the Company has reserved Class A-1 Common Stock for future issuance in relation to the following: 2019 2018 Class A-1 Common Stock warrants issued and outstanding 22,333,308 3,275,704 Class A-1 Common Stock options issued and outstanding 2,376,700 5,622,557 Conversion of Class A-2 Common Stock 4,999,999 — Class A-1 Common Stock reserved for issuance 29,710,007 8,898,261 |
Video Gaming Terminal Fees
Video Gaming Terminal Fees | 12 Months Ended |
Dec. 31, 2019 | |
Video Gaming Terminal Fees [Abstract] | |
Video Gaming Terminal Fees | Video Gaming Terminal Fees In accordance with the Illinois Video Gaming Act, a 33% tax on net terminal income, as defined, is payable to the State of Illinois Gaming Board. Effective July 2019, the Illinois tax on net terminal income increased to 33% from 30% . Through July 2018, a 0.7275% administrative fee was payable to a third-party at the direction of the State of Illinois Gaming Board (the “Administrative Fee”). Effective July 2018, the administrative fee increased to 0.8513% . Video gaming terminal fees, which consist of the tax and administrative fee, amounted to $133.2 million, $99.1 million and $73.8 million for the years ended December 31, 2019 , 2018 and 2017 , respectively. The net terminal income remaining is split “50/50” between the Company and the licensed video gaming location and amounted to $138.8 million, $111.4 million and $83.2 million for the years ended December 31, 2019 , 2018 and 2017 , respectively. The video gaming terminal fee, administrative fee and the licensed video game location net terminal income share are recorded in video gaming expenses in the accompanying consolidated statements of operations. |
Employee Benefit Plans
Employee Benefit Plans | 12 Months Ended |
Dec. 31, 2019 | |
Retirement Benefits [Abstract] | |
Employee Benefit Plans | Employee Benefit Plans 401(k) Plan The Company maintains a 401(k)-benefit plan for all employees with at least three months of service and 21 years of age. The Company may elect to make a discretionary matching contribution to the Plan. Participants vest 20% a year after the first 2 years of employment and are fully vested after 6 years of employment according to the discretionary plan. During February 2017, the Company added an employer match of 50% of the participants’ contribution up to 5% of their compensation. Participants are fully vested after one year of employment. The Company incurred 401(k)-benefit plan expense of approximately $0.6 million, $0.5 million and $0.2 million for the years ended December 31, 2019 , 2018 and 2017 , respectively. Incentive Compensation Plan Included in certain employee agreements are provisions for bonuses, which are determined at the discretion of management. Bonus expense amounted to $2.1 million, $1.8 million and $1.6 million for the years ended December 31, 2019 , 2018 and 2017 , respectively. Accrued bonuses amounted to $1.7 million at December 31, 2019 and 2018 . |
Stock-based Compensation
Stock-based Compensation | 6 Months Ended | 12 Months Ended |
Jun. 30, 2020 | Dec. 31, 2019 | |
Share-based Payment Arrangement [Abstract] | ||
Stock-based Compensation | Stock-based Compensation The Company grants various types of stock-based awards. Stock compensation awards granted are valued on the date of grant and are expensed over the required service period. The Company previously adopted the 2011 Equity Incentive Plan of Accel Entertainment, Inc., and the 2016 Equity Incentive Plan of Accel Entertainment, Inc. In conjunction with the closing of the reverse recapitalization, the Accel Entertainment, Inc. Long Term Incentive Plan (the “LTIP”) was adopted. The LTIP provides for grants of a variety of awards to employees and non-employees for providing services to the Company, including, but not limited to: incentive stock options qualified as such under U.S. federal income tax laws, stock options that do not qualify as incentive stock options, stock appreciation rights, restricted stock awards, restricted stock units, cash incentive awards, and other stock-based awards. The Company has reserved, and in January 2020 registered, a total of 6,000,000 shares of Class A-1 common stock for issuance pursuant to the LTIP, subject to certain adjustments set forth therein. The term of any options to be granted are for a maximum of 10 years from the grant date. The exercise price of stock options shall not be less than 100% of the fair market value per share of common stock on the grant date. Under the LTIP, the Company granted 1.2 million options to eligible officers and employees of the Company during the first quarter of 2020, which shall vest over a period of 5 years. No additional options were granted during the second quarter of 2020. During the six months ended June 30, 2020, the Company also issued 1.3 million restricted stock units (“RSUs”) to board of directors and certain employees, which shall vest over a period of 5 years for employees and a period of 6 months to 1 year for board of directors. The estimated grant date fair value of the options and RSUs granted during six months ended June 30, 2020 totaled $20.2 million. Stock-based compensation expense, which pertains to the Company’s stock options and other equity awards, was $ 1.3 million and $2.4 million for the three and six months ended June 30, 2020 , respectively. In comparison, stock-based compensation expense was $0.1 million and $0.3 million for the three and six months ended June 30, 2019 , respectively. Stock-based compensation expense is included within general and administrative expenses in the condensed consolidated statements of operations. | Stock-based Compensation The Company grants various types of stock-based awards including stock options. Stock compensation awards granted are valued on the date of grant and are expensed over the required service period. Grant of Options The Company previously adopted the 2011 Equity Incentive Plan of Accel Entertainment, Inc., and in 2016 the Company adopted the 2016 Equity Incentive Plan of Accel Entertainment, Inc., (collectively, “the Plans”). Under the Plans, the aggregate number of shares of common stock that may be issued or transferred pursuant to options or restricted stock awards under the Plans will not exceed ten percent of the outstanding shares of the Company. Options generally vest over a three to five-year period. The exercise price of stock options shall not be less than 100% of the fair market value per share of common stock on the grant date. The term of the options are a maximum of 10 years from the grant date. The Company uses the Black-Scholes formula to estimate the fair value of its share-based payments. The volatility assumption used in the Black-Scholes formula is based on the volatility of comparable public companies. The Company determined the share price at grant date used in the Black-Scholes formula based on an internal valuation model. The fair value assigned to each option is estimated on the date of grant using a Black-Scholes-based option valuation model. The expected term of each option granted represents the period of time that each option granted is expected to be outstanding. The risk-free rate for periods within the contractual life of the unit is based on U.S. Treasury yields in effect at the time of grant. The following assumptions were used in the option valuation model for options granted during the years ended December 31, : 2019 * 2018 2017 Expected approximate volatility None 35% 35% Expected dividends None None None Expected term (in years) None 3-5 5 Risk-free rate None 2.41% - 2.62% 1.81% - 2.18% Stock price None $4 - $5 $3 - $4 _________________ * there were no options granted in 2019 A summary of the options granted and the range in vesting periods based on specific provisions within the option agreements during the years ended December 31, are as follows: 2019 2018 2017 Options granted — 108,288 612,771 Vesting period (in years) — 3 - 5 5 The following table sets forth of the activities of the Company’s vested stock options for the years ended December 31, 2019 , 2018 and 2017 , as restated to give effect for the reverse recapitalization discussed in Note 3. Outstanding options Shares Weighted Average Grant Date Fair Value Weighted Average Exercise Price Outstanding at January 1, 2017 4,512,952 $ 0.60 $ 1.75 Granted 612,771 1.27 3.72 Exercised (867,024 ) 0.59 1.62 Forfeited/expired (135,789 ) 0.96 2.73 Outstanding at December 31, 2017 4,122,910 0.69 2.03 Granted 108,288 1.73 5.10 Exercised (284,642 ) 0.40 1.15 Forfeited/expired (114,132 ) 1.03 2.96 Outstanding at December 31, 2018 3,832,424 0.73 2.16 Granted — — — Exercised (2,590,274 ) 0.62 1.84 Forfeited/expired (13,751 ) 0.77 2.33 Outstanding at December 31, 2019 1,228,399 0.96 2.91 A summary of the status of the activities of the Company’s nonvested stock options for the years ended December 31, 2019 , 2018 and 2017 , as restated to give effect for the reverse recapitalization discussed in Note 3. Nonvested options Shares Weighted Average Grant Date Fair Value Nonvested at January 1, 2017 3,639,156 $ 0.60 Granted 612,771 1.27 Vested (1,380,566 ) 0.60 Forfeited (135,789 ) 0.96 Nonvested at December 31, 2017 2,735,572 0.73 Granted 108,288 1.73 Vested (1,032,910 ) 0.62 Forfeited (101,361 ) 1.07 Nonvested at December 31, 2018 1,709,589 0.82 Granted — — Vested (547,537 ) 0.85 Forfeited (13,751 ) 0.77 Nonvested at December 31, 2019 1,148,301 0.95 Total stock compensation expense recognized during the years ended December 31, 2019 , 2018 and 2017 , was $2.2 million, $0.5 million and $0.8 million, respectively. As of December 31, 2019 , and 2018 , a total of 80,098 and 1,137,176 options with a weighted-average remaining contractual term of 1.9 and 3.2 years, respectively, granted to key employees were vested. The fair value of options that vested through 2019 , 2018 and 2017 was $1.2 million, $0.6 million, and $0.8 million, respectively. As of December 31, 2019 , and 2018 , there was approximately $0.9 million and $0.9 million, respectively, of unrecognized compensation expense related to time-vesting awards, which is expected to be recognized through 2021. As of December 31, 2019 , and 2018 , the weighted-average exercise price of the non-vested awards was $2.86 and $2.52 , respectively. As of December 31, 2019 , and 2018 , the weighted-average remaining contractual term of the vested awards was 1.9 and 3.2 years, respectively. As of December 31, 2019 , and 2018 , the weighted-average remaining contractual term of the outstanding awards was 2.7 and 2.8 years, respectively. The total intrinsic value of options that were exercised during the years ended December 31, 2019 , 2018 and 2017 was approximately $20.7 million, $4.4 million and $1.7 million, respectively. During the years ended December 31, 2019 , 2018 and 2017 , the Company recognized excess tax (expense) benefits from stock-based compensation of $(0.1) million, $1.0 million, and $0.1 million, respectively, within income tax expense in the consolidated statements of operations and within cash flows from operating activities on the consolidated statements of cash flows. |
Income Taxes
Income Taxes | 6 Months Ended | 12 Months Ended |
Jun. 30, 2020 | Dec. 31, 2019 | |
Income Tax Disclosure [Abstract] | ||
Income Taxes | Income Taxes The Company recognized an income tax benefit of $5.1 million and $5.2 million during the three and six months ended June 30, 2020 , respectively. In comparison, the Company recognized income tax expense of $1.8 million and $3.4 million during the three and six months ended June 30, 2019 , respectively. The Company calculates its (benefit from) 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 19.2% and 18.3% for the three and six months ended June 30, 2020 , respectively. In comparison, the effective tax rate was 29.0% and 29.3% for the three and six months ended June 30, 2019 , respectively. The Company’s effective income tax rate can vary from period to period depending on, among other factors, the business mix of our earnings; the amount of permanent tax adjustments and discrete items. The tax rate in 2020 is also impacted by the forecast of a net loss for the year, but has unfavorable permanent tax adjustments which are causing the expected tax rate to decrease, year over year for the three and six months ended June 30, 2020 . On March 27, 2020, the Coronavirus Aid, Relief, and Economic Security Act (the “CARES Act”) was signed into law and authorizes more than $2 trillion to battle COVID-19 and its economic effects, including immediate cash relief for individual citizens, loan programs for small business, support for hospitals and other medical providers, and various types of economic relief for impacted businesses and industries. The Company believes it is eligible for certain credits of the relief programs under the CARES Act and is in the process of gathering the required information. The Company will continue to monitor the situation and evaluate any additional future legislation. | Income Taxes Prior to the consummation of the reverse recapitalization, TPG Pace Holding Corp. was registered in the Cayman Islands. On November 20, 2019 TPG Pace Holding Corp. effected a deregistration as an exempted company in the Cayman Islands under the Cayman Islands Companies Law (2018 Revision), and a domestication as a corporation incorporated under the laws of the State of Delaware under Section 388 of the DGCL, pursuant to which the Company’s jurisdiction of incorporation will be changed from the Cayman Islands to the State of Delaware. This domestication was analyzed under the applicable tax laws and it was determined that there were no significant tax implications associated with the domestication. The Company recognized income tax expense of $5.2 million, $4.4 million and $1.8 million during the years ended December 31, 2019 , 2018 and 2017 , respectively, which consists of the following (in thousands): 2019 2018 2017 Current provision Federal $ (85 ) $ (100 ) $ 173 State 43 222 62 Total current provision (42 ) 122 235 Deferred provision Federal 3,740 3,256 955 State 1,501 1,044 564 Total deferred provision 5,241 4,300 1,519 Total income tax expense $ 5,199 $ 4,422 $ 1,754 A reconciliation of the “expected” income taxes computed by applying the federal statutory income tax rate to the total expense is as follows (in thousands): 2019 2018 2017 Computed “expected” tax (benefit) expense $ (139 ) $ 3,197 $ 3,422 Increase (decrease) in income taxes resulting from: State income taxes 1,535 1,219 2 Return-to-provision 49 — — Permanent items 4,054 (264 ) 190 Enacted rate change — — (1,755 ) Other (300 ) 270 (105 ) Total income tax expense $ 5,199 $ 4,422 $ 1,754 On December 22, 2017, the President of the United States signed into law the Tax Cuts and Jobs Act tax reform legislation. This legislation makes significant changes in U.S. tax law including reduction in the corporate tax rates, changes to net operating loss carryforwards and carrybacks, and a repeal of the corporate alternative minimum tax. The legislation reduced the U.S. corporate tax rate from 35% to 21% . As a result of the enacted law, the Company revalued deferred tax assets and liabilities at the new rate. This revaluation resulted in a benefit of $1.8 million to 2017 income tax expense in continuing operations and a corresponding reduction in the deferred tax liability. The other provisions of the Tax Cuts and Jobs Act did not have a material impact on the consolidated financial statements. The tax effects of temporary differences that gave rise to significant portions of the deferred tax assets and liabilities were as follows at December 31, 2019 and 2018 (in thousands): 2019 2018 Deferred tax assets: Net operating loss carryforwards $ 6,633 $ 4,192 Location contracts acquired 4,699 1,887 Other 260 1,032 11,592 7,111 Deferred tax liabilities: Property and equipment 24,568 16,006 $ (12,976 ) $ (8,895 ) The Company assesses the realizability of the deferred tax assets at each balance sheet date based on actual and forecasted operating results in order to determine the proper amount, if any, required for a valuation allowance. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income during the periods in which those temporary differences become deductible. The Company considers the scheduled reversal of deferred tax liabilities (including the impact of available carryback and carryforward periods), projected future taxable income, and tax-planning strategies in making this assessment. As of December 31, 2019 , the Company is in a net deferred tax liability position and is in a three-year cumulative income position. As such, it is the Company’s belief that it is more likely than not that its deferred tax assets will be realized. As of December 31, 2019 , and 2018 , the Company has not recorded a liability for unrecognized tax benefits. The following table summarizes carryforwards of net operating losses as of December 31, 2019 and 2018 (in thousands): 2019 2018 Amount Expiration Amount Expiration Federal net operating losses $ 27,873 2033 - 2039 $ 17,942 2031 - 2038 State net operating losses 14,454 2024 - 2031 5,655 2023 - 2030 The Company also has credit carryforwards of approximately $0.5 million and $0.3 million for the years ended December 31, 2019 and 2018 , which are expected to be fully utilized in 2021. |
Commitments and Contingencies
Commitments and Contingencies | 6 Months Ended | 12 Months Ended |
Jun. 30, 2020 | Dec. 31, 2019 | |
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 professional 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 (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 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. That lawsuit, which seeks equitable relief and legal damages, has not yet been served. On November 7, 2019, Mr. Rowell filed a lawsuit in the Circuit Court of Cook County 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 intends to defend itself against the allegations. The Company does not have a present estimate regarding the potential damages, nor does it believe any payment of damages is probable, and, accordingly, has established no reserves relating to these matters. 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 lawsuit on its face seeks damages of $10,000,000 . The parties are engaging in discovery. The Company is in the process of defending this lawsuit, and has not accrued any amounts as losses related to this suit are not probable or reasonably estimable. | Commitments and Contingencies The Company leases office space under agreements expiring at various dates from May 2019 through December 2021. Total rent expense under these leases approximated $0.3 million, $0.3 million and $0.4 million for the years ended December 31, 2019 , 2018 and 2017 , respectively. The Company recognizes rent expense on a straight-line basis over the life of the leases. Rent expense is recorded in general and administrative expense in the accompanying consolidated statements of operations . Future minimum payments under these leases are as foll ows (in thousands): Years ending December 31: 2020 $ 273 2021 142 2022 104 2023 65 2024 — Total $ 584 The Company has certain earnouts in periods for future location performance related to certain business acquisitions (see discussion in Note 10). The Company has certain employment agreements that call for salaries and potential severance upon termination. Lawsuits and claims are filed against the Company from time to time in the ordinary course of business, including related to employment of professional 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 (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 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. That lawsuit, which seeks equitable relief and legal damages, has not yet been served. On November 7, 2019, Mr. Rowell filed a lawsuit in the Circuit Court of Cook County 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 intends to defend itself against the allegations. The Company does not have a present estimate regarding the potential damages, nor does it believe any payment of damages is probable, and, accordingly, has established no reserves relating to these matters. During 2017 , the Company entered into a settlement agreement with Illinois Gold Rush, Inc. (“Illinois Gold Rush”), related to a 2013 business acquisition completed by the Company with Illinois Gold Rush. As a result of the settlement, the Company paid $3.5 million, issued 32,745 additional shares of Class A Common Stock, acquired 4 locations and the Company issued a stockholder note receivable of $3.3 million based on the value of the underlying collateral. During the year ended December 31, 2018 the note receivable matured, and was settled and 46,667 shares of Class A Common Stock were placed into treasury. As a result of the settlement agreement the Company decreased its location contract asset and Class A Common Stock $1.0 million during 2017 for the fair value of the shares outstanding prior to the settlement agreement. During the year ended December 31, 2018 , the Company entered into a settlement agreement regarding breach of contract with Family Amusements (see discussion in Note 10). Additionally, during the year ended December 31, 2018 , the Company entered into settlement agreements related to breach of contract and employment matters for a total of $0.4 million, which was recorded within general and administrative expenses on the consolidated income statement. 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 lawsuit on its face seeks damages of $10,000,000 . The parties are engaging in discovery. The Company is in the process of defending this lawsuit, and has not accrued any amounts as losses related to this suit are not probable or reasonably estimable. On July 16, 2019, Clairvest commenced litigation with respect to the June 13, 2019 transaction agreement between TPG Pace Holdings Corp. and the Company. On August 20, 2019, Clairvest filed a request for voluntary dismissal related to such litigation. |
Related-Party Transactions
Related-Party Transactions | 6 Months Ended | 12 Months Ended |
Jun. 30, 2020 | Dec. 31, 2019 | |
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”) and G3 Gaming, LLC (“G3”), the sellers became employees of the Company. Consideration payable to the Fair Share seller was $1.7 million and $2.0 million as of June 30, 2020 and December 31, 2019 , respectively. Payments to the Fair Share seller under the acquisition agreement were $0.2 million and $0.4 million during the six months ended June 30, 2020 and 2019 , respectively. Consideration payable to the G3 sellers was $0.4 million and $3.1 million as of June 30, 2020 and December 31, 2019 , respectively. Payments to the G3 seller under the acquisition agreement were $2.5 million during the six months ended June 30, 2020 . There were no payments to the G3 seller during the six months ended June 30, 2019 . Subsequent to the Fair Share acquisition, the seller of Fair Share joined the Company’s Board of Directors. 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. For the six months ended June 30, 2020 and 2019 , Accel paid Much Shelist $0.1 million, and $0.2 million, respectively. These payments were included in general and administrative expenses within the condensed consolidated statements of operations. | Related-Party Transactions From time to time the Company entered into stock buy-back and cashless option conversion transactions in exchange for non-recourse stockholder notes for certain officers and employees of the Company. As of December 31, 2018 , stockholder notes receivable balance was $1,462,779 . Prior to the reverse recapitalization described in Note 3, these balances were paid in full to the Company. As of December 31, 2018 , an officer and shareholder owed the Company $0.5 million for federal taxes paid by the Company on the shareholder’s behalf. This balance was recorded within other current assets on the consolidated balance sheets. In October 2019, this balance was paid in full to the Company. Subsequent to the Company’s acquisition of Fair Share and G3, the sellers became employees of the Company. Consideration payable to the Fair Share seller was $2.0 million and $1.0 million as of December 31, 2019 and 2018 . Payments to the Fair Share seller under the acquisition agreement were $0.9 million and $0 during the years ended December 31, 2019 and 2018 . Consideration payable to the G3 sellers was $3.1 million and $1.0 million as of December 31, 2019 and 2018 . Payments to the G3 seller under the acquisition agreement were $0.4 million and $0 during the years ended December 31, 2019 and 2018 . Subsequent to the Fair Share acquisition, the seller of Fair Share joined the Company’s Board of Directors. 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. For the years ending December 31, 2019 , 2018 , and 2017 , Accel paid Much Shelist $0.6 million, $0.3 million, and $0.6 million, respectively. These payments were included in general and administrative expenses within the consolidated statements of operations , however, $0.2 million of the amounts paid in the fourth quarter of 2019 were recorded to additional paid-in capital as these costs were determined to be direct and incremental for the reverse recapitalization discussed in Note 3. The Raine Group, which employs a Director of the Company, Gordon Rubenstein, provided investment banking services and assisted the Company in the negotiations and consummation of the reverse recapitalization. The Company paid $11 million to the Raine Group in 2019. Throughout the third quarter of 2019, one of the Company’s Class A Common Stockholders made payments on behalf of the Company directly to the Company’s independent registered public accounting firm for services rendered to the Company during the same period totaling $2.9 million. Such amounts are included as a component of other expenses, net in the Company’s consolidated statements of operations and contributed capital in the consolidated statement of stockholders’ equity. |
Earnings Per Share
Earnings Per Share | 6 Months Ended | 12 Months Ended |
Jun. 30, 2020 | Dec. 31, 2019 | |
Earnings Per Share [Abstract] | ||
Earnings Per Share | Earnings Per Share As a result of the previously mentioned reverse recapitalization in Note 1, the Company has retrospectively adjusted the weighted average shares outstanding for the three and six months ended June 30, 2019 to give effect to the exchange ratio used to determine the number of Class A-1 shares of common stock into which they were converted. The components of basic and diluted earning per share (“EPS”) were as follows for the three and six months ended June 30 (in thousands, except per share amounts): Three Months Ended June 30, Six Months Ended June 30, 2020 2019 2020 2019 Net (loss) income $ (21,274 ) $ 4,328 $ (23,240 ) $ 8,323 Basic weighted average outstanding shares of common stock 78,317 58,605 78,161 57,896 Dilutive effect of stock-based awards for common stock — 1,120 — 1,117 Dilutive effect of stockholder notes receivable for common stock — 917 — 948 Dilutive effect of warrants for common stock — 1,263 — 1,781 Diluted weighted average outstanding shares of common stock 78,317 61,904 78,161 61,742 Earnings (loss) per share: Basic $ (0.27 ) $ 0.07 $ (0.30 ) $ 0.14 Diluted $ (0.27 ) $ 0.07 $ (0.30 ) $ 0.13 Since the Company was in a net loss position for the three and six months ended June 30, 2020 , there is no difference between basic and dilutive weighted average common stock outstanding. Anti-dilutive stock-based awards, Class A-2 shares, and warrants excluded from the calculations of diluted EPS were 5,401,791 , and 5,715,823 for the three and six months ended June 30, 2020 | Earnings Per Share Pursuant to the Certificate of Incorporation as amended on November 20, 2019 and as a result of the reverse recapitalization, the Company has retrospectively adjusted the weighted average shares outstanding prior to November 20, 2019 to give effect to the exchange ratio used to determine the number of Class A-1 shares of common stock into which they were converted. Basic earnings per share (“EPS”) is computed based on the weighted average number of shares of Class A-1 shares outstanding during the period. Diluted EPS is computed based on the weighted average number of shares plus the effect of dilutive potential common shares outstanding during the period using the treasury stock method. Dilutive potential common shares include outstanding stock options, stockholder notes receivable, warrants and Class A-2 common stock for Class A-1 common stock. The components of basic and diluted EPS were as follows (in thousands, except per share amounts): 2019 2018 2017 Net (loss) income $ (5,864 ) $ 10,803 $ 8,311 Basic weighted average outstanding shares of common stock 61,850 57,621 56,321 Dilutive effect of stock-based awards for common stock — 1,605 666 Dilutive effect of stockholder notes receivable for common stock — 407 53 Dilutive effect of warrants for common stock — 2,549 2,368 Diluted weighted average outstanding shares of common stock 61,850 62,182 59,408 Earnings (loss) per share: Basic $ (0.09 ) $ 0.19 $ 0.15 Diluted $ (0.09 ) $ 0.17 $ 0.14 Since the Company was in a net loss position for the year ended December 31, 2019 , there is no difference between basic and dilutive weighted average common stock outstanding. Anti-dilutive stock-based awards, Class A-2 shares, and warrants excluded from the calculations of diluted EPS were 28,561,724 , 439,167 , and 629,960 for the years ended December 31, 2019 , 2018 and 2017 , respectively. |
Subsequent Events
Subsequent Events | 6 Months Ended | 12 Months Ended |
Jun. 30, 2020 | Dec. 31, 2019 | |
Subsequent Events [Abstract] | ||
Subsequent Events | Subsequent Events 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 0.250 shares of Class A-1 Common Stock in exchange for each warrant tendered pursuant to the Offer. The Offer will be open until 11:59 p.m., Eastern Standard Time, on August 11, 2020, or such later time and date to which the Company may extend. On July 16, 2020, the Company consummated the redemption of its Public Warrants. The Company exchanged each Public Warrant for 0.250 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. On July 22, 2020, the Company received written notice from the New York Stock Exchange (the “NYSE”) that the NYSE suspended trading in, and has 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 is a result of the failure to 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 July, 22, 2020 (the “Closing Date”), the Company completed its previously announced acquisition of Tom’s Amusement Company, Inc., a southeastern U.S. amusement operator and Master Licensee in the state of Georgia. The total purchase price was approximately $3.6 million, of which the Company paid $2.1 million in cash at closing. The remaining $1.5 million of contingent consideration payables are to be paid in cash on the 18 -month and 24 -month anniversaries of the Closing Date. The amount of each payment is $750,000 multiplied by a performance ratio. In addition, the Georgia Lottery Corporation approved Accel's operating subsidiary, Bulldog Gaming, LLC, as a Master Licensee. On July 30, 2020, the Company and the terminal operator entered into the Omnibus Amendment (the “Amendment”) to the original agreement to purchase convertible promissory notes from another terminal operator. The Amendment, among other things, extends 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 August 4, 2020, the Company and the other parties thereto entered into Amendment No. 1 to its Credit Agreement. The amendment, among other things, provides 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). | Subsequent Events On January 14, 2020, the market condition for the conversion of Tranche I of the Class A-2 shares was satisfied. Accordingly, 1,666,666 Class A-2 shares were converted into Class A-1 shares. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 6 Months Ended | 12 Months Ended |
Jun. 30, 2020 | Dec. 31, 2019 | |
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”). | Basis of presentation and preparation : The 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 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. |
Adopted accounting pronouncements / Recent accounting pronouncements | Recent accounting pronouncements : In February 2016, the FASB issued 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. The new standard is effective for the Company's fiscal year beginning after December 15, 2021, and interim periods within fiscal years beginning after December 15, 2022 , unless the Company disqualifies as an emerging growth company, in which case earlier adoption may be required . 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 impact of the standard on its condensed consolidated financial statements. Adopted accounting pronouncements : In May 2014, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update (“ ASU ”) No. 2014-09 (“ ASU 2014-19 ”) , Revenue from Contracts with Customers (Topic 606) , which amends the existing revenue recognition guidance and creates a new topic for Revenue from Contracts with Customers. The guidance provides that an entity should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods and services. This guidance also substantially revises required interim and annual disclosures. The Company, as an emerging growth company, elected to use the non-public effective date and adopted the standard in the fourth quarter of 2019 for the annual period ended December 31, 2019. The Company also elected the modified retrospective adoption approach and applied the standard to all contracts open as of January 1, 2019. The Company's quarterly financial statements and disclosure for the first six months of 2019 reflect the previous accounting standard of FASB Accounting Standards Codification (“ ASC ”) 605, Revenue Recognition , and will not be restated for the adoption of Topic 606. The cumulative impact of the new revenue standard for fiscal year 2019 was recorded in the fourth quarter of 2019 and reflects the adjustment as if the Company adopted the standard as of January 1, 2019. The timing and amount of revenue recognized by the Company did not change upon the adoption of the new standard, however the Company's accounting for route acquisition costs was impacted. ASC 340-40, Other Assets and Deferred Costs - Contracts With Customers (“ASC 340-40”), issued in conjunction with ASU 2014-09, provides updated guidance around accounting for the incremental costs of obtaining a contract with a customer and for the costs incurred to fulfill a contract with a customer. ASC 340-40 states that an entity should amortize contract cost assets “on a systemic basis that is consistent with the transfer to the customer of the good or services to which the asset relates”, which typically corresponds to the period in which revenue will be recognized. The Company chose straight-line amortization of the contracts as it felt that best depicted when revenue would be recognized and when customers are visiting the gaming establishments. When determining the appropriate amortization period under ASC 340-40, the Company evaluated the impact of any renewal clauses that are likely to be exercised. The Company focused on whether commissions paid for renewals were commensurate with commissions paid on the original contract. The Company determined the renewal commissions were not commensurate and the amortization period should include expected renewals. As such, the period over which route and customer acquisition costs are amortized was extended to include expected renewals which resulted in an increase to the average life to 12.4 years . | Adopted accounting pronouncements : In May 2014, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ ASU ”) No. 2014-09, Revenue from Contracts with Customers (Topic 606) , which amends the existing revenue recognition and creates a new topic for Revenue from Contracts with Customers. The guidance provides that an entity should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods and services. This guidance also substantially revises required interim and annual disclosures. The Company, as an Emerging Growth Company (“EGC”), elected to use the non-public effective date and adopted the standard in the fourth quarter of 2019 for the annual period ended December 31, 2019 . The Company also elected the modified retrospective adoption approach and applied the standard to all contracts open as of January 1, 2019. The Company’s quarterly financial statement disclosure for the first nine months of 2019 reflect the previous accounting standard of FASB ASC 605, Revenue Recognition, and will not be restated for the adoption of Topic 606. The cumulative impact of the new revenue standard for fiscal year 2019 was recorded in the fourth quarter and reflects the adjustment as if the Company adopted the standard as of January 1, 2019. The timing and amount of revenue recognized by the Company did not change upon the adoption of the new standard, however the Company’s accounting for route acquisition costs was impacted. ASC 340-40, Other Assets and Deferred Costs - Contracts With Customers (“ASC 340-40”), issued in conjunction with ASU 2014-09, provides updated guidance around accounting for the incremental costs of obtaining a contract with a customer and for the costs incurred to fulfill a contract with a customer. ASC 340-40 states that an entity should amortize contract cost assets “on a systemic basis that is consistent with the transfer to the customer of the good or services to which the asset relates”, which typically corresponds to the period in which revenue will be recognized. The Company chose straight-line amortization of the contracts as it felt that best depicted when revenue would be recognized and when customers are visiting the gaming establishments. When determining the appropriate amortization period under ASC 340-40, the Company evaluated the impact of any renewal clauses that are likely to be exercised. The Company focused on whether commissions paid for renewals were commensurate with commissions paid on the original contract. The Company determined the renewal commissions were not commensurate and the amortization period should include expected renewals. As such, the period over which route and customer acquisition costs are amortized was extended to include expected renewals which resulted in an increase to the average life to 12.4 years . The Company recorded a cumulative effect adjustment, net of taxes, to accumulated deficit of $2.6 million relating to the decreased in accumulated amortization of route acquisition costs. In addition, the Company’s current year amortization expense decreased by $1.1 million. In January 2017, the FASB issued ASU No. 2017-01, Business Combinations (Topic 805): Clarifying the Definition of a Business, which provides guidance to assist entities with evaluating whether transactions should be accounted for as acquisitions (or disposals) of assets or businesses. ASU No. 2017-01 requires entities to use a screen test to determine when an integrated set of assets and activities is not a business or if the integrated set of assets and activities needs to be further evaluated against the framework. The Company adopted ASU No. 2017-01 on January 1, 2019. Recent accounting pronouncements : In February 2016, the FASB issued 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. The new standard is effective for the Company’s fiscal year beginning after December 15, 2020, including interim periods within that fiscal year, unless the Company disqualifies as an emerging growth company, in which case earlier adoption may be required . 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 impact of the standard on its consolidated financial statements. In December 2019, the FASB issued ASU No. 2019-12, Simplifying the Accounting for Income Taxes (“ASU 2019-12”), which intends to simplify the guidance by removing certain exceptions to the general principles and clarifying or amending existing guidance. ASU 2019-12 is effective for fiscal years beginning after December 15, 2020, including interim periods within those fiscal years. Although the Company is currently evaluating the impact of the adoption of ASU 2019-12, the Company does not expect it to have a material impact on its consolidated financial statements. |
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, contingencies, and the expected term of share-based compensation awards and stock price volatility when computing share-based compensation expense. The Company also estimated stock prices prior to the reverse recapitalization discussed in Note 1 when computing share-based compensation expense. Actual results may differ from those estimates. | Use of estimates : The preparation of 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 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 initial selection of useful lives for depreciable and amortizable assets in conjunction with business acquisitions, contingencies, and the expected term of share-based compensation awards, stock price volatility and estimated stock prices prior to the reverse recapitalization discussed in Note 3 when computing share-based compensation expense. Actual results may differ from those estimates. |
Segment information | Segment information : The Company operates as a single 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. | Segment information : The Company operates as a single 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. |
Cash | Cash and cash equivalents : Cash and cash equivalents include bank deposit accounts; term bank deposit accounts; uncollected cash in the Company’s video gaming terminals, ATMs, and redemption terminals; and cash in Company vaults. The Company’s policy is to limit the amount of credit exposure to any one financial institution. The Company maintains its cash in accounts which may at times exceed Federal Deposit Insurance Corporation insured limits. The Company has not experienced any losses in such accounts. | Cash : Cash includes bank deposit accounts; uncollected cash in the Company’s video gaming terminals, ATMs, and redemption terminals; and cash in Company vaults. The Company’s policy is to limit the amount of credit exposure to any one financial institution. The Company maintains its cash in accounts which may at times exceed Federal Deposit Insurance Corporation (“FDIC”) insured limits. The Company has not experienced any losses in such accounts. |
Convertible notes | Convertible notes: At acquisition, an entity shall classify debt securities as trading, available-for-sale, or held-to-maturity. While the Company has no the intention of selling the notes, it cannot classify them as held-to-maturity due to the conversion feature. Therefore, the Company has classified its investment in convertible notes as available for sale. | |
Property and equipment | Property and equipment : Property and equipment are stated at cost or fair value at the date of acquisition. Maintenance and repairs are charged to expense as incurred. Major additions, replacements and improvements are capitalized. Spare parts are included in other current assets when acquired and are expensed when used to repair equipment. Depreciation has been computed using the straight-line method over the following estimated useful lives: Years Video gaming terminals and equipment 10 Amusement and other equipment 7 Office equipment and furniture 7 Computer equipment and software 3-5 Leasehold improvements 5 Vehicles 5 Buildings and improvements 15-29 Leasehold improvements are amortized over the shorter of the useful life or the lease. Development costs directly associated with the acquisition, development and construction of a project are capitalized as a cost of the project during the periods in which activities necessary to prepare the property for its intended use are in progress. Interest costs associated with major construction projects are capitalized as part of the cost of the constructed assets. When no debt is incurred specifically for a project, interest is capitalized on amounts expended for the project using the weighted-average cost of borrowing. Capitalization of interest ceases when the project (or discernible portions of the project) is substantially complete. If substantially all of the construction activities of a project are suspended, capitalization of interest will cease until such activities are resumed. | Property and equipment : Property and equipment are stated at cost or fair value at the date of acquisition. Maintenance and repairs are charged to expense as incurred. Major additions, replacements and improvements are capitalized. Spare parts are included in other current assets when acquired and are expensed when used to repair equipment. Depreciation has been computed using the straight-line method over the following estimated useful lives: Years Video game terminals and equipment 7 Amusement and other equipment 7 Office equipment and furniture 7 Computer equipment and software 3-5 Leasehold improvements 5 Vehicles 5 Buildings and improvements 15-29 Leasehold improvements are amortized over the shorter of the useful life or the lease. Development costs directly associated with the acquisition, development and construction of a project are capitalized as a cost of the project during the periods in which activities necessary to prepare the property for its intended use are in progress. Interest costs associated with major construction projects are capitalized as part of the cost of the constructed assets. When no debt is incurred specifically for a project, interest is capitalized on amounts expended for the project using the weighted-average cost of borrowing. Capitalization of interest ceases when the project (or discernible portions of the project) is substantially complete. If substantially all of the construction activities of a project are suspended, capitalization of interest will cease until such activities are resumed. |
Concentration of credit risk | Concentration of credit risk : The Company’s operations are centralized primarily in the State of Illinois. Should there be favorable or unfavorable changes to the Illinois Gaming Act there may be an impact on the Company’s results of operations. The Company has high concentrations of locations within certain municipalities in Illinois which could impact the Company if these municipalities change their gaming laws. | |
Fair value of financial instruments | Fair value of financial instruments : The Company’s financial instruments consist principally of cash, convertibles notes, accounts payable, contingent consideration, and bank indebtedness. The carrying amount of cash, accounts payable and short-term borrowings approximates fair value because of the short-term maturity of these instruments. The Company estimates the fair value of its convertible notes using a binomial lattice model in which a convertible instrument is split into two separate components: a cash-only (debt) component and an equity component. The Company estimates the fair value of its debt using level two and level three inputs by discounting the future cash flows using current interest rates at which it could obtain similar borrowings in consideration of the estimated enterprise value of the Company. Contingent consideration, which is recorded within consideration payable on the accompanying consolidated balance sheets, is measured at fair value on a recurring basis based on Level 3 inputs. The fair value recorded at December 31, 2019 and 2018 was determined using a discounted cash flow analysis. Refer to consideration payable below for disclosure of unobservable Level 3 inputs used. | |
Revenue recognition / Route and customer acquisition costs | Revenue recognition : The Company generates revenues in the State of Illinois from the following types of services: Video gaming terminals, Amusements and ATMs. Revenue is disaggregated by type of revenue and is presented on the face of the consolidated statements of operations. Video gaming terminal revenue is the net cash from gaming activities, which is the difference between gaming wins and losses. Video gaming terminal revenue includes the amounts earned by the licensed video gaming locations and is recognized at the time of gaming play. Additionally, taxes and administrative expenses due to the State of Illinois are recorded as video gaming terminal revenue and video gaming expenses. Amusement revenue represents amounts collected from machines (e.g. dart boards, digital jukeboxes, pool tables, etc.) operated at various locations and is recognized at the time the machine is used. ATM fees and other revenue represents fees charged for the withdrawal of funds from the Company’s redemption terminals and stand-alone ATM machines and is recognized at the time of the transaction. The Company determined that in a gaming environment, whenever a customer’s money has been accepted by a machine, the Company has an obligation (an implied contract) to provide the customer access to the game and honor the outcome of the game (in the case of video gaming terminals). The Company determined that the implied contract is entered into between the Company and customers satisfies the requirements of a contract under the new revenue standard, as (i) the contract is a legally enforceable contract with the customer, (ii) the arrangement identifies the rights of the parties, (iii) the contract has commercial substance, and (iv) the cash is received upfront from the customer so its collectability is probable. The gaming service is a single performance obligation in each implied contract with the customer. The Company applies the portfolio approach of all wins and losses by Video Gaming Terminals (“VGTs”) daily to determine the total transaction price of the portfolio of implied contracts. The Company recognizes revenue when the single performance obligation is satisfied, which is at the completion of each game. Route and customer acquisition costs : The Company’s route and customer acquisition costs consist of fees paid at the inception of contracts entered into with third parties and licensed video gaming establishments throughout the State of Illinois which allow the Company to install and operate video 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 the Company’s incremental borrowing rate associated with its long-term debt. Route and customer acquisition costs are amortized on a straight-line basis beginning on the date the location goes live and amortized over the life of the contract, which upon adoption of Topic 606, includes expected renewals. The Company records the accretion of interest on route and customer acquisitions costs payable in the consolidated statements of operations as a component of interest expense. For locations that close prior to the end of the contractual term, the Company writes-off the net book value of the route and customer acquisition cost and route and customer acquisition cost payable and records a gain or loss in the consolidated statements of operations as a component of other expenses, net. The Company’s route and customer acquisition costs also consists of prepaid commission costs to our internal sales force of employees. The commissions paid to internal sales employees are subsequently expensed once the respective licensed video gaming location goes live and the commission is earned by the employee. | |
Business acquisitions / Consideration payable / Contingent stock consideration | Consideration payable : Consideration payable consists of amounts payable related to certain business acquisitions as well as contingent consideration for future location performance related to certain business acquisitions (see Note 10). Consideration payable, exclusive of contingent consideration, is discounted using the Company’s incremental borrowing rate associated with its long-term debt. The contingent consideration is measured at fair value on a recurring basis. The changes in the fair value of contingent consideration are recognized within the Company’s consolidated statements of operations as other expenses, net. Contingent stock consideration : Contingent stock, which is provided as consideration in business acquisitions, is valued based on the fair value of stock issued. The contingent stock consideration is discounted using the Company’s weighted average cost of capital and the accretion of interest is recorded in the consolidated statements of operations as a component of interest expense. Business acquisitions : The Company evaluates the inputs, processes and outputs of each business acquisition to determine if the transaction is a business combination or asset acquisition. If an acquisition qualifies as a business combination, the related transaction costs are recorded as an expense in the consolidated statements of operations . If an acquisition qualifies as an asset acquisition, the related transaction costs are generally capitalized and amortized over the useful life of the acquired assets. The Company accounts for acquisitions using the acquisition method and records the cost of the businesses acquired among tangible and recognized intangible assets and liabilities based upon their estimated fair values as of the acquisition date. Recognized intangibles primarily include the value of location contracts. The Company estimates the fair value of the business acquired using a combination of the cost and income approaches, depending on the specific assets or liabilities acquired. The Company estimates the value of property and equipment and other current assets and liabilities acquired based on their cost, which approximates fair value at acquisition. | |
Location contracts acquired | Location contracts acquired : Location contracts acquired are accounted for as intangible assets and consist of expected cash flows to be generated from location contracts acquired through business and asset acquisitions. Location contracts acquired are amortized on a straight-line basis over the expected useful life of 10 years . | |
Goodwill | Goodwill: Goodwill represents the difference between the purchase price and the fair value of the identifiable tangible and intangible net assets acquired when accounted for using the purchase method of accounting. Goodwill is not amortized, but reviewed for impairment annually, as of October 1st, and whenever events or changes in circumstances indicate that the carrying value of the goodwill may not be recoverable. The Company compares the fair value of the reporting unit to its carrying value. If the carrying value of the net assets assigned to the reporting unit exceeds the fair value of the reporting unit, the Company would record an impairment loss equal to the difference. | |
Impairment of long-lived assets | Impairment of long-lived assets : Long-lived assets, which includes property and equipment, net and other assets, are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of the asset or asset group may not be recoverable. Impairment of the assets is measured by a comparison of the carrying amount of the asset to future undiscounted cash flows expected to be generated by the asset. If the carrying amount of an asset exceeds its estimated future cash flows, an impairment charge is recognized by the amount of which the carrying amount of the asset exceeds the fair value of the asset. There were no indicators of impairment of long-lived assets in 2019 , 2018 , or 2017 . | |
Stock-based compensation | Stock-based compensation : The Company grants common stock options and/or restricted stock units to certain employees and officers. Stock-based compensation cost is measured at the grant date, based on the estimated fair value of the award, and is recognized as general and administrative expense over the employee’s requisite service period. | Stock-based compensation : The Company grants common stock options to certain employees and officers. Stock option compensation cost is measured at the grant date, based on the estimated fair value of the award, and is recognized as general and administrative expense over the employee’s requisite service period. |
Income taxes | Income taxes : The Company is organized as a C-corporation and is taxable at the federal and state level. Deferred taxes are provided on a liability method whereby deferred tax assets are recognized for deductible temporary differences and operating loss and tax credit carryforwards, and deferred tax liabilities are recognized for taxable temporary differences. Temporary differences are the differences between the book basis of assets and liabilities and their tax bases. Deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it is more likely than not that some portion, or all of the deferred tax asset, will not be realized. Deferred tax assets and liabilities are adjusted for the effects of changes in the tax laws and rates as of the date of enactment. The Company follows ASC Topic 740, Income Taxes , for accounting for uncertainty in income taxes. The consolidated financial statements reflect expected future tax consequences of uncertain tax positions presuming the taxing authorities’ full knowledge of the position and all relevant facts. The Company files tax returns in all appropriate jurisdictions, which includes a federal tax return and three state retur ns. Open tax years for the federal and state returns are 2016 to 2018, which statutes expire in 2020 to 2022, respectively. When and if applicable, potential interest and penalty costs are accrued as incurred with expenses recognized in general and administrative expenses in the consolidated statements of operations. | |
Comprehensive income (loss) | Comprehensive income (loss) : Comprehensive income (loss) is a measure of net income (loss) and all other changes in equity that result from transactions other than transactions with stockholders. Management has determined that net income (loss) is the Company’s only component of comprehensive income (loss). Accordingly, there is no difference between net income (loss) and comprehensive income (loss). | |
Earnings (loss) per share | Earnings (loss) per share : The Company determines earnings per share in accordance with the authoritative guidance in ASC Topic 260, Earnings Per Share . The Company computes basic earnings per share by dividing net income (loss) by the weighted average number of shares outstanding for the applicable period. Diluted earnings per share are computed in the same manner as basic earnings per share, except that the number of shares is increased to assume exercise of potentially dilutive stock options using the treasury stock method, unless the effect of such increase would be anti-dilutive. Under the treasury stock method, the amount the employee must pay for exercising stock options and the amount of compensation cost for future service that the Company has not yet recognized are assumed to be used to repurchase shares. | |
Debt issuance costs | Debt issuance costs : Debt issuance costs are capitalized and amortized on a straight-line basis, which approximates the effective interest method, over the contractual terms of the related loans and are presented as an offset to the related loans. | |
Reverse recapitalization expenses | Reverse recapitalization expenses. Legal fees and other costs that were determined to be direct and incremental to the reverse recapitalization were recorded to equity as additional paid-in capital. Other fees associated with the reverse recapitalization that were not direct and incremental were recorded to other expenses, net on the consolidated statements of operations. | |
Advertising costs | Advertising costs : Advertising costs are primarily comprised of marketing expenses, which are recorded within general and administrative expense within the accompanying consolidated statements of operations. Advertising costs were $4.7 million, $3.0 million, and $2.8 million for the years ended December 31, 2019 , 2018 , and 2017 , respectively. |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Tables) | 6 Months Ended | 12 Months Ended |
Jun. 30, 2020 | Dec. 31, 2019 | |
Accounting Policies [Abstract] | ||
Schedule of Change in Accounting Estimate | The impact of this change in estimate for the three and six months ended June 30, 2020 , was as follows (in thousands): Three months ended Six months ended June 30, 2020 June 30, 2020 Decrease to depreciation expense $ 1,898 $ 4,511 Decrease to net loss $ 1,533 $ 3,687 Decrease to loss per share $ 0.02 $ 0.05 | |
Schedule of Property and Equipment Useful Lives | Depreciation has been computed using the straight-line method over the following estimated useful lives: Years Video gaming terminals and equipment 10 Amusement and other equipment 7 Office equipment and furniture 7 Computer equipment and software 3-5 Leasehold improvements 5 Vehicles 5 Buildings and improvements 15-29 Property and equipment consists of the following at June 30, 2020 and December 31, 2019 (in thousands): June 30, December 31, Video game terminals and equipment $ 176,453 $ 166,850 Amusement and other equipment 19,115 16,417 Office equipment and furniture 1,590 1,540 Computer equipment and software 9,405 8,715 Leasehold improvements 1,507 44 Vehicles 10,254 9,304 Buildings and improvements 10,757 12,075 Land 911 911 Construction in progress 1,025 768 Total property and equipment 231,017 216,624 Less accumulated depreciation and amortization (107,258 ) (97,423 ) Property and equipment, net $ 123,759 $ 119,201 | Depreciation has been computed using the straight-line method over the following estimated useful lives: Years Video game terminals and equipment 7 Amusement and other equipment 7 Office equipment and furniture 7 Computer equipment and software 3-5 Leasehold improvements 5 Vehicles 5 Buildings and improvements 15-29 Property and equipment consists of the following at December 31 (in thousands): 2019 2018 Video game terminals and equipment $ 166,850 $ 126,043 Amusement and other equipment 16,417 12,539 Office equipment and furniture 1,540 1,827 Computer equipment and software 8,715 5,092 Leasehold improvements 44 44 Vehicles 9,304 7,174 Buildings and improvements 12,075 9,365 Land 911 883 Construction in progress 768 1,339 Total property and equipment 216,624 164,306 Less accumulated depreciation and amortization (97,423 ) (71,864 ) Property and equipment, net $ 119,201 $ 92,442 |
Reverse Recapitalization (Table
Reverse Recapitalization (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Business Combinations [Abstract] | |
Schedule of Cash Proceeds from Reverse Capitalization | In accounting for the reverse recapitalization, the net equity infusion from the reverse recapitalization was $29.3 million as shown in the table below (in thousands): Amount TPG Holdings Corp cash balance, November 19, 2019 $ 429,952 Less redemption of Accel shares prior to reverse recapitalization (413,733 ) Cash balance prior to backstop equity financing 16,219 Plus funds from Investment Private Placement 48,038 Cash balance prior to consummation of the reverse recapitalization 64,257 Less adjustments to equity infusion: Payment for sponsor loan (4,000 ) Transaction costs related to the reverse recapitalization, net of tax (31,005 ) Net equity infusion prior to stock issuance 29,252 Impact of stock issued in reverse recapitalization 10 Net equity infusion from reverse recapitalization 29,262 Less impact from conversion of treasury stock and issuance of warrants (7,415 ) Net impact to additional paid-in-capital from reverse recapitalization $ 21,847 |
Schedule of Reverse Capitalization, Equity Interest Issued or Issuable | The table below summarizes the number of shares of Accel issued upon consummation of the reverse recapitalization consisting of (i) the number of shares of Accel stock outstanding immediately before the reverse recapitalization along with the impact of the exchange ratio. Accel Capital Stock - pre reverse recapitalization Number of Shares Class A Common Stock 472,773 Class B Common Stock 662,228 Class C Preferred Stock 1,530,779 Class D Preferred Stock 944,925 Total Shares of Accel Stock on November 20, 2019 3,610,705 Exchange ratio 17.188531 Effect of exchange ratio to convert Accel stock to A-1 Common Stock 62,062,715 Shares issued in reverse recapitalization 14,574,755 Total A-1 Common Stock 76,637,470 |
Property and Equipment (Tables)
Property and Equipment (Tables) | 6 Months Ended | 12 Months Ended |
Jun. 30, 2020 | Dec. 31, 2019 | |
Property, Plant and Equipment [Abstract] | ||
Schedule of Property and Equipment | Depreciation has been computed using the straight-line method over the following estimated useful lives: Years Video gaming terminals and equipment 10 Amusement and other equipment 7 Office equipment and furniture 7 Computer equipment and software 3-5 Leasehold improvements 5 Vehicles 5 Buildings and improvements 15-29 Property and equipment consists of the following at June 30, 2020 and December 31, 2019 (in thousands): June 30, December 31, Video game terminals and equipment $ 176,453 $ 166,850 Amusement and other equipment 19,115 16,417 Office equipment and furniture 1,590 1,540 Computer equipment and software 9,405 8,715 Leasehold improvements 1,507 44 Vehicles 10,254 9,304 Buildings and improvements 10,757 12,075 Land 911 911 Construction in progress 1,025 768 Total property and equipment 231,017 216,624 Less accumulated depreciation and amortization (107,258 ) (97,423 ) Property and equipment, net $ 123,759 $ 119,201 | Depreciation has been computed using the straight-line method over the following estimated useful lives: Years Video game terminals and equipment 7 Amusement and other equipment 7 Office equipment and furniture 7 Computer equipment and software 3-5 Leasehold improvements 5 Vehicles 5 Buildings and improvements 15-29 Property and equipment consists of the following at December 31 (in thousands): 2019 2018 Video game terminals and equipment $ 166,850 $ 126,043 Amusement and other equipment 16,417 12,539 Office equipment and furniture 1,540 1,827 Computer equipment and software 8,715 5,092 Leasehold improvements 44 44 Vehicles 9,304 7,174 Buildings and improvements 12,075 9,365 Land 911 883 Construction in progress 768 1,339 Total property and equipment 216,624 164,306 Less accumulated depreciation and amortization (97,423 ) (71,864 ) Property and equipment, net $ 119,201 $ 92,442 |
Route and Customer Acquisitio_2
Route and Customer Acquisition Costs (Tables) | 6 Months Ended | 12 Months Ended |
Jun. 30, 2020 | Dec. 31, 2019 | |
Revenue from Contract with Customer [Abstract] | ||
Schedule of Route and Customer Acquisition Costs | Route and customer acquisition costs consist of the following at June 30, 2020 and December 31, 2019 (in thousands): June 30, December 31, Cost $ 28,167 $ 28,501 Accumulated amortization (11,707 ) (11,102 ) Route and customer acquisition costs, net $ 16,460 $ 17,399 | Route and customer acquisition costs consist of the following at December 31 (in thousands): 2019 2018 Cost $ 28,501 $ 27,726 Accumulated amortization (11,102 ) (13,732 ) Route and customer acquisition costs, net $ 17,399 $ 13,994 |
Location Contracts Acquired (Ta
Location Contracts Acquired (Tables) | 6 Months Ended | 12 Months Ended |
Jun. 30, 2020 | Dec. 31, 2019 | |
Goodwill and Intangible Assets Disclosure [Abstract] | ||
Schedule of Location Contracts Acquired | Location contracts acquired consist of the following at June 30, 2020 and December 31, 2019 (in thousands): June 30, December 31, Cost $ 204,353 $ 204,353 Accumulated amortization (47,729 ) (37,570 ) Location contracts acquired, net $ 156,624 $ 166,783 | Location contracts acquired consist of the following at December 31, 2019 and 2018 (in thousands): 2019 2018 Cost $ 204,353 $ 147,341 Accumulated amortization (37,570 ) (21,302 ) Location contracts acquired, net $ 166,783 $ 126,038 |
Schedule of Future Amortization Expense | Estimated amortization expense related to location contracts acquired for the next five years and thereafter is as follows: Year ending December 31: 2020 $ 20,475 2021 20,475 2022 20,475 2023 20,475 2024 20,267 Thereafter 64,615 Total $ 166,783 |
Debt (Tables)
Debt (Tables) | 6 Months Ended | 12 Months Ended |
Jun. 30, 2020 | Dec. 31, 2019 | |
Debt Disclosure [Abstract] | ||
Schedule of Long-term Debt Instruments | The Company’s debt as of June 30, 2020 and December 31, 2019 , consisted of the following (in thousands): June 30, December 31, 2019 Senior Secured Credit Facility: Revolving credit facility $ 50,500 $ 58,500 Term Loan 234,000 240,000 Delayed Draw Term Loan (DDTL) 122,688 60,000 Total debt 407,188 358,500 Less: Debt issuance costs (8,198 ) (8,808 ) Total debt, net of debt issuance costs 398,990 349,692 Less: Current maturities (18,250 ) (15,000 ) Total debt, net of current maturities $ 380,740 $ 334,692 | The Company’s debt as of December 31 , consisted of the following (in thousands): 2019 2018 New Credit Facility: Revolving credit facility $ 58,500 $ — Term Loan 240,000 — Delayed Draw Term Loan (DDTL) 60,000 — Prior Credit Facility: Line of credit — 50,000 Contract draw loan — 67,000 Term loans — 115,625 Total debt 358,500 232,625 Less: Debt issuance costs (8,808 ) (1,230 ) Total debt, net of debt issuance costs 349,692 231,395 Less: Current maturities (15,000 ) (62,500 ) Total debt, net of current maturities $ 334,692 $ 168,895 |
Schedule of Maturities of Long-term Debt | The principal maturities of long-term debt as of December 31, 2019 are as follows (in thousands): Year ending December 31: 2020 $ 15,000 2021 15,000 2022 15,000 2023 15,000 2024 298,500 Total debt $ 358,500 | |
Schedule of Carrying Values and Estimated Fair Values of Debt Instruments | The carrying value and estimated fair value of our debt at December 31, was as follows (in thousands): 2019 2018 Carrying value $ 349,692 $ 231,395 Estimated Fair value 349,692 229,763 |
Business and Asset Acquisitio_2
Business and Asset Acquisitions (Tables) | 6 Months Ended | 12 Months Ended |
Jun. 30, 2020 | Dec. 31, 2019 | |
Business Combinations [Abstract] | ||
Schedule of Consideration Transferred and Fair Value of Assets Acquired and Liabilities Assumed | The following table summarizes the fair value of consideration transferred and the preliminary estimated fair values of the assets acquired and liabilities assumed at the date of acquisition (in thousands): Cash paid $ 106,578 Contingent consideration 7,136 Total consideration $ 113,714 Cash $ 8,861 Location contracts acquired 53,200 Property and equipment: Video game terminals and equipment 18,000 Land 28 Buildings 548 Vehicles 600 Goodwill 34,511 Total assets acquired 115,748 Accounts payable assumed (532 ) Accrued expenses assumed (1,502 ) Net assets acquired $ 113,714 The following table summarizes the consideration paid and the estimated fair values of the assets acquired and liabilities assumed at the date of acquisition (in thousands): Cash paid at closing $ 48,000 Issuance of common stock to seller 10,794 Contingent stock consideration 3,675 Due to seller 2,055 Contingent consideration 595 Total consideration $ 65,119 Cash $ 4,926 Video game terminals and equipment 6,363 Vehicles 126 Amusement and other equipment 1,148 Location contracts acquired 52,716 Total assets acquired 65,279 Accrued expenses assumed (160 ) Net assets acquired $ 65,119 The following table summarizes the consideration paid and the fair values of the tangible and intangible assets acquired at the acquisition dates for the Company’s 2018 business acquisitions (in thousands): Quad B Skyhigh G3 Mike’s Amusement Family Amusement Total Cash paid at closing $ 610 $ 9,268 $ 36,500 $ 3,500 $ 1,512 $ 51,390 Contingent consideration payable — 4,324 1,026 — — 5,350 Promissory note — — — — 3,368 3,368 Due to seller — 618 3,019 — — 3,637 Total Consideration $ 610 $ 14,210 $ 40,545 $ 3,500 $ 4,880 $ 63,745 Cash $ — $ 1,126 $ 2,507 $ — $ — $ 3,633 Video game terminals and equipment — 506 3,009 — — 3,515 Amusement and other equipment 472 59 204 420 300 1,455 Location contracts acquired 138 12,519 34,825 3,080 4,580 55,142 Total fair value of net assets acquired 610 14,210 40,545 3,500 4,880 63,745 | |
Schedule of Unaudited Pro Forma Results | The following unaudited pro forma consolidated financial information reflects the results of operations of the Company for the three and six months ended June 30, 2019 as if the acquisition of Grand River had occurred as of January 1, 2018, 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, 2019. This unaudited pro forma information does not project revenues and net income post acquisition (in thousands). Three months ended Six months ended June 30, 2019 June 30, 2019 Revenues $ 119,427 $ 231,902 Net income 5,542 10,711 | The following unaudited pro forma consolidated financial information reflects the results of operations of the Company for the years ended December 31, 2019 , 2018 and 2017 as if the acquisitions of Grand River, Quad B, Skyhigh, G3, Mike’s Amusements, Family Amusement and Fair Share Gaming, had occurred as of the beginning of the fiscal year prior to the fiscal year of acquisition, after giving effect to certain purchase accounting adjustments. These amounts are based on available financial information of the acquirees prior to the acquisition dates and are not necessarily indicative of what Company’s operating results would have been had the acquisitions actually taken place at the beginning of the fiscal year prior to the fiscal year of acquisition. This unaudited pro forma information for the years ended December 31, does not project revenues and income before income tax expense post acquisition (in thousands). 2019 2018 2017 Revenues $ 466,466 $ 409,142 $ 467,676 Net (loss) income (2,598 ) 16,098 26,535 |
Schedule of Consideration Payable | Current and long-term portions of consideration payable consist of the following at June 30, 2020 and December 31, 2019 (in thousands): June 30, 2020 December 31, 2019 Current Long-Term Current Long-Term TAV $ 494 $ 3,546 $ 490 $ 3,497 Abraham 26 — 55 — Fair Share Gaming 1,221 474 1,057 899 Family Amusement 395 2,787 293 2,815 Skyhigh 762 4,212 763 3,948 G3 294 99 2,952 154 Grand River — 5,423 2,304 5,113 IGS 80 — 2,379 — Total $ 3,272 $ 16,541 $ 10,293 $ 16,426 | Current and long-term portions of consideration payable consist of the following at December 31 (in thousands) : 2019 2018 Current Long-Term Current Long-Term TAV $ 490 $ 3,497 $ 194 $ 1,232 Abraham 55 — 207 — Fair Share Gaming 1,057 899 1,027 — Family Amusement 293 2,815 357 3,011 Skyhigh 763 3,948 550 3,971 G3 2,952 154 221 806 Grand River 2,304 5,113 — — IGS 2,379 — — — Total $ 10,293 $ 16,426 $ 2,556 $ 9,020 |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 6 Months Ended | 12 Months Ended |
Jun. 30, 2020 | Dec. 31, 2019 | |
Fair Value Disclosures [Abstract] | ||
Schedule of Liabilities Measured on a Recurring Basis | The following tables summarize the Company’s liabilities that are measured at fair value on a recurring basis (in thousands): Fair Value Measurement at Reporting Date Using June 30, 2020 Quoted Prices in Active Markets for Identical Assets (Level 1) Significant Other Observable Inputs (Level 2) Significant Unobservable Inputs (Level 3) Liabilities: Contingent consideration $ 12,591 $ — $ — $ 12,591 Fair Value Measurement at Reporting Date Using December 31, 2019 Quoted Prices in Active Markets for Identical Assets (Level 1) Significant Other Observable Inputs (Level 2) Significant Unobservable Inputs (Level 3) Liabilities: Contingent consideration $ 17,327 $ — $ — $ 17,327 | The following tables summarize the Company’s liabilities that are measured at fair value on a recurring basis (in thousands): Fair Value Measurement at Reporting Date Using December 31, 2019 Quoted Prices in Active Markets for Identical Assets (Level 1) Significant Other Observable Inputs (Level 2) Significant Unobservable Inputs (Level 3) Liabilities: Contingent consideration $ 17,327 $ — $ — $ 17,327 Fair Value Measurement at Reporting Date Using December 31, 2018 Quoted Prices in Active Markets for Identical Assets (Level 1) Significant Other Observable Inputs (Level 2) Significant Unobservable Inputs (Level 3) Liabilities: Contingent consideration $ 6,782 $ — $ — $ 6,782 |
Schedule of Changes in Level 3 Instruments | The following table provides a roll-forward of the fair value of recurring Level 3 fair value measurements for the years ended December 31, 2019 , 2018 and 2017 (in thousands): 2019 2018 2017 Liabilities: Contingent consideration: Beginning of year balance $ 6,782 $ 785 $ 190 Issuance of contingent consideration in connection with acquisitions 7,216 5,350 595 Payment of contingent consideration (1,658 ) (387 ) — Additional accruals included in earnings 4,987 1,034 — Ending balance $ 17,327 $ 6,782 $ 785 |
Stockholders' Equity (Tables)
Stockholders' Equity (Tables) | 6 Months Ended | 12 Months Ended |
Jun. 30, 2020 | Dec. 31, 2019 | |
Equity [Abstract] | ||
Schedule of Warrants | Redemption Date Fair Market Value of Class A-1 shares (period to expiration of the New Accel Warrants) $10 $11 $12 $13 $14 $15 $16 $17 $18 57 months 0.257 0.277 0.294 0.310 0.324 0.337 0.348 0.358 0.365 54 months 0.252 0.272 0.291 0.307 0.322 0.335 0.347 0.357 0.365 51 months 0.246 0.268 0.287 0.304 0.320 0.333 0.346 0.357 0.365 48 months 0.241 0.263 0.283 0.301 0.317 0.332 0.344 0.356 0.365 45 months 0.235 0.258 0.279 0.298 0.315 0.330 0.343 0.356 0.365 42 months 0.228 0.252 0.274 0.294 0.312 0.328 0.342 0.355 0.364 39 months 0.221 0.246 0.269 0.290 0.309 0.325 0.340 0.354 0.364 36 months 0.213 0.239 0.263 0.285 0.305 0.323 0.339 0.353 0.364 33 months 0.205 0.232 0.257 0.280 0.301 0.320 0.337 0.352 0.364 30 months 0.196 0.224 0.250 0.274 0.297 0.316 0.335 0.351 0.364 27 months 0.185 0.214 0.242 0.268 0.291 0.313 0.332 0.350 0.364 24 months 0.173 0.204 0.233 0.260 0.285 0.308 0.329 0.348 0.364 21 months 0.161 0.193 0.223 0.252 0.279 0.304 0.326 0.347 0.364 18 months 0.146 0.179 0.211 0.242 0.271 0.298 0.322 0.345 0.363 15 months 0.130 0.164 0.197 0.230 0.262 0.291 0.317 0.342 0.363 12 months 0.111 0.146 0.181 0.216 0.250 0.282 0.312 0.339 0.363 9 months 0.090 0.125 0.162 0.199 0.237 0.272 0.305 0.336 0.362 6 months 0.065 0.099 0.137 0.178 0.219 0.259 0.296 0.331 0.362 3 months 0.034 0.065 0.104 0.150 0.197 0.243 0.286 0.326 0.361 0 months — — 0.042 0.115 0.179 0.233 0.281 0.323 0.361 | Redemption Date Fair Market Value of Class A-1 shares (period to expiration of the New Accel Warrants) $10 $11 $12 $13 $14 $15 $16 $17 $18 57 months 0.257 0.277 0.294 0.310 0.324 0.337 0.348 0.358 0.365 54 months 0.252 0.272 0.291 0.307 0.322 0.335 0.347 0.357 0.365 51 months 0.246 0.268 0.287 0.304 0.320 0.333 0.346 0.357 0.365 48 months 0.241 0.263 0.283 0.301 0.317 0.332 0.344 0.356 0.365 45 months 0.235 0.258 0.279 0.298 0.315 0.330 0.343 0.356 0.365 42 months 0.228 0.252 0.274 0.294 0.312 0.328 0.342 0.355 0.364 39 months 0.221 0.246 0.269 0.290 0.309 0.325 0.340 0.354 0.364 36 months 0.213 0.239 0.263 0.285 0.305 0.323 0.339 0.353 0.364 33 months 0.205 0.232 0.257 0.280 0.301 0.320 0.337 0.352 0.364 30 months 0.196 0.224 0.250 0.274 0.297 0.316 0.335 0.351 0.364 27 months 0.185 0.214 0.242 0.268 0.291 0.313 0.332 0.350 0.364 24 months 0.173 0.204 0.233 0.260 0.285 0.308 0.329 0.348 0.364 21 months 0.161 0.193 0.223 0.252 0.279 0.304 0.326 0.347 0.364 18 months 0.146 0.179 0.211 0.242 0.271 0.298 0.322 0.345 0.363 15 months 0.130 0.164 0.197 0.230 0.262 0.291 0.317 0.342 0.363 12 months 0.111 0.146 0.181 0.216 0.250 0.282 0.312 0.339 0.363 9 months 0.090 0.125 0.162 0.199 0.237 0.272 0.305 0.336 0.362 6 months 0.065 0.099 0.137 0.178 0.219 0.259 0.296 0.331 0.362 3 months 0.034 0.065 0.104 0.150 0.197 0.243 0.286 0.326 0.361 0 months — — 0.042 0.115 0.179 0.233 0.281 0.323 0.361 |
Schedule of Stock Reserved for Issuance | At December 31, 2019 and 2018, the Company has reserved Class A-1 Common Stock for future issuance in relation to the following: 2019 2018 Class A-1 Common Stock warrants issued and outstanding 22,333,308 3,275,704 Class A-1 Common Stock options issued and outstanding 2,376,700 5,622,557 Conversion of Class A-2 Common Stock 4,999,999 — Class A-1 Common Stock reserved for issuance 29,710,007 8,898,261 |
Stock-based Compensation (Table
Stock-based Compensation (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Share-based Payment Arrangement [Abstract] | |
Schedule of Assumptions for Options Granted | The following assumptions were used in the option valuation model for options granted during the years ended December 31, : 2019 * 2018 2017 Expected approximate volatility None 35% 35% Expected dividends None None None Expected term (in years) None 3-5 5 Risk-free rate None 2.41% - 2.62% 1.81% - 2.18% Stock price None $4 - $5 $3 - $4 _________________ * there were no options granted in 2019 |
Summary of Options Granted and Range in Vesting Periods | A summary of the options granted and the range in vesting periods based on specific provisions within the option agreements during the years ended December 31, are as follows: 2019 2018 2017 Options granted — 108,288 612,771 Vesting period (in years) — 3 - 5 5 |
Schedule of Vested Stock Options | The following table sets forth of the activities of the Company’s vested stock options for the years ended December 31, 2019 , 2018 and 2017 , as restated to give effect for the reverse recapitalization discussed in Note 3. Outstanding options Shares Weighted Average Grant Date Fair Value Weighted Average Exercise Price Outstanding at January 1, 2017 4,512,952 $ 0.60 $ 1.75 Granted 612,771 1.27 3.72 Exercised (867,024 ) 0.59 1.62 Forfeited/expired (135,789 ) 0.96 2.73 Outstanding at December 31, 2017 4,122,910 0.69 2.03 Granted 108,288 1.73 5.10 Exercised (284,642 ) 0.40 1.15 Forfeited/expired (114,132 ) 1.03 2.96 Outstanding at December 31, 2018 3,832,424 0.73 2.16 Granted — — — Exercised (2,590,274 ) 0.62 1.84 Forfeited/expired (13,751 ) 0.77 2.33 Outstanding at December 31, 2019 1,228,399 0.96 2.91 |
Summary of Nonvested Stock Options | A summary of the status of the activities of the Company’s nonvested stock options for the years ended December 31, 2019 , 2018 and 2017 , as restated to give effect for the reverse recapitalization discussed in Note 3. Nonvested options Shares Weighted Average Grant Date Fair Value Nonvested at January 1, 2017 3,639,156 $ 0.60 Granted 612,771 1.27 Vested (1,380,566 ) 0.60 Forfeited (135,789 ) 0.96 Nonvested at December 31, 2017 2,735,572 0.73 Granted 108,288 1.73 Vested (1,032,910 ) 0.62 Forfeited (101,361 ) 1.07 Nonvested at December 31, 2018 1,709,589 0.82 Granted — — Vested (547,537 ) 0.85 Forfeited (13,751 ) 0.77 Nonvested at December 31, 2019 1,148,301 0.95 |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Income Tax Disclosure [Abstract] | |
Schedule of Components of Income Tax Expense | The Company recognized income tax expense of $5.2 million, $4.4 million and $1.8 million during the years ended December 31, 2019 , 2018 and 2017 , respectively, which consists of the following (in thousands): 2019 2018 2017 Current provision Federal $ (85 ) $ (100 ) $ 173 State 43 222 62 Total current provision (42 ) 122 235 Deferred provision Federal 3,740 3,256 955 State 1,501 1,044 564 Total deferred provision 5,241 4,300 1,519 Total income tax expense $ 5,199 $ 4,422 $ 1,754 |
Reconciliation of Expected Income Taxes | A reconciliation of the “expected” income taxes computed by applying the federal statutory income tax rate to the total expense is as follows (in thousands): 2019 2018 2017 Computed “expected” tax (benefit) expense $ (139 ) $ 3,197 $ 3,422 Increase (decrease) in income taxes resulting from: State income taxes 1,535 1,219 2 Return-to-provision 49 — — Permanent items 4,054 (264 ) 190 Enacted rate change — — (1,755 ) Other (300 ) 270 (105 ) Total income tax expense $ 5,199 $ 4,422 $ 1,754 |
Schedule of Deferred Tax Assets and Liabilities | The tax effects of temporary differences that gave rise to significant portions of the deferred tax assets and liabilities were as follows at December 31, 2019 and 2018 (in thousands): 2019 2018 Deferred tax assets: Net operating loss carryforwards $ 6,633 $ 4,192 Location contracts acquired 4,699 1,887 Other 260 1,032 11,592 7,111 Deferred tax liabilities: Property and equipment 24,568 16,006 $ (12,976 ) $ (8,895 ) |
Summary of Carryforwards of Net Operating Losses | The following table summarizes carryforwards of net operating losses as of December 31, 2019 and 2018 (in thousands): 2019 2018 Amount Expiration Amount Expiration Federal net operating losses $ 27,873 2033 - 2039 $ 17,942 2031 - 2038 State net operating losses 14,454 2024 - 2031 5,655 2023 - 2030 |
Commitments and Contingencies (
Commitments and Contingencies (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Commitments and Contingencies Disclosure [Abstract] | |
Schedule of Future Minimum Payments | Future minimum payments under these leases are as foll ows (in thousands): Years ending December 31: 2020 $ 273 2021 142 2022 104 2023 65 2024 — Total $ 584 |
Earnings Per Share (Tables)
Earnings Per Share (Tables) | 6 Months Ended | 12 Months Ended |
Jun. 30, 2020 | Dec. 31, 2019 | |
Earnings Per Share [Abstract] | ||
Components of Basic and Diluted EPS | The components of basic and diluted earning per share (“EPS”) were as follows for the three and six months ended June 30 (in thousands, except per share amounts): Three Months Ended June 30, Six Months Ended June 30, 2020 2019 2020 2019 Net (loss) income $ (21,274 ) $ 4,328 $ (23,240 ) $ 8,323 Basic weighted average outstanding shares of common stock 78,317 58,605 78,161 57,896 Dilutive effect of stock-based awards for common stock — 1,120 — 1,117 Dilutive effect of stockholder notes receivable for common stock — 917 — 948 Dilutive effect of warrants for common stock — 1,263 — 1,781 Diluted weighted average outstanding shares of common stock 78,317 61,904 78,161 61,742 Earnings (loss) per share: Basic $ (0.27 ) $ 0.07 $ (0.30 ) $ 0.14 Diluted $ (0.27 ) $ 0.07 $ (0.30 ) $ 0.13 | The components of basic and diluted EPS were as follows (in thousands, except per share amounts): 2019 2018 2017 Net (loss) income $ (5,864 ) $ 10,803 $ 8,311 Basic weighted average outstanding shares of common stock 61,850 57,621 56,321 Dilutive effect of stock-based awards for common stock — 1,605 666 Dilutive effect of stockholder notes receivable for common stock — 407 53 Dilutive effect of warrants for common stock — 2,549 2,368 Diluted weighted average outstanding shares of common stock 61,850 62,182 59,408 Earnings (loss) per share: Basic $ (0.09 ) $ 0.19 $ 0.15 Diluted $ (0.09 ) $ 0.17 $ 0.14 |
Description of Business (Detail
Description of Business (Details) | 3 Months Ended | 6 Months Ended | 12 Months Ended | ||||
Jun. 30, 2020USD ($)terminallocation | Jun. 30, 2019USD ($)terminallocation | Jun. 30, 2020USD ($)terminallocation | Jun. 30, 2019USD ($)terminallocation | Dec. 31, 2019USD ($)terminallocation | Dec. 31, 2018USD ($)terminallocation | Dec. 31, 2017USD ($) | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |||||||
Number of video gaming terminals | terminal | 11,108 | 8,082 | 11,108 | 8,082 | 10,499 | 7,649 | |
Number of video gaming locations | location | 2,335 | 1,762 | 2,335 | 1,762 | 2,312 | 1,686 | |
COVID response, number of days video gaming terminals inoperable | 106 | ||||||
COVID response, number of days in quarter | 182 | ||||||
COVID response, percent of days inoperable during quarter | 58.00% | ||||||
COVID response, percentage of employees furloughed | 90.00% | ||||||
Unusual or Infrequent Item, or Both [Line Items] | |||||||
Purchases of property and equipment | $ 4,123,000 | $ 10,600,000 | $ 20,796,000 | $ 23,246,000 | $ 23,626,000 | ||
Other expenses, net | $ 3,132,000 | $ 730,000 | 4,336,000 | $ 1,346,000 | $ 19,649,000 | $ 2,997,000 | $ 1,331,000 |
COVID-19 | |||||||
Unusual or Infrequent Item, or Both [Line Items] | |||||||
Other nonrecurring expense | $ 1.3 | 1.9 | |||||
Purchases of property and equipment | 1.4 | ||||||
Other expenses, net | $ 0.3 |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies - Adopted accounting pronouncements (Details) - USD ($) $ in Thousands | Jan. 01, 2019 | Jun. 30, 2020 | Jun. 30, 2019 | Jun. 30, 2020 | Jun. 30, 2019 | Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 |
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||||||||
Cumulative effect adjustment | $ 2,596 | |||||||
Decrease in amortization expense on route and customer acquisition costs | $ (500) | $ (600) | $ (900) | $ (1,300) | $ (1,700) | $ (3,900) | $ (3,300) | |
Accounting Standards Update 2014-09 | ||||||||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||||||||
Average life of contract | 12 years 4 months 24 days | |||||||
Decrease in amortization expense on route and customer acquisition costs | $ 1,100 | |||||||
Retained Earnings | ||||||||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||||||||
Cumulative effect adjustment | 2,596 | |||||||
Retained Earnings | Accounting Standards Update 2014-09 | ||||||||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||||||||
Cumulative effect adjustment | $ 2,600 |
Summary of Significant Accoun_5
Summary of Significant Accounting Policies - Change in estimate (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 6 Months Ended | 12 Months Ended | |
Jun. 30, 2020 | Mar. 31, 2020 | Jun. 30, 2020 | Dec. 31, 2019 | |
Video game terminals and equipment | ||||
Property, Plant and Equipment [Line Items] | ||||
Useful life | 7 years | |||
Service Life | ||||
Property, Plant and Equipment [Line Items] | ||||
Decrease in depreciation expense | $ (1,898) | $ (4,511) | ||
Decrease in depreciation expense, net of tax | $ (1,533) | $ (3,687) | ||
Decrease to loss per share (in dollars per share) | $ (0.02) | $ (0.05) | ||
Service Life | Video game terminals and equipment | ||||
Property, Plant and Equipment [Line Items] | ||||
Useful life | 10 years | 10 years | 7 years |
Summary of Significant Accoun_6
Summary of Significant Accounting Policies - Schedule of property and equipment useful lives (Details) | 6 Months Ended | 12 Months Ended |
Jun. 30, 2020 | Dec. 31, 2019 | |
Video game terminals and equipment | ||
Property, Plant and Equipment [Line Items] | ||
Useful life | 7 years | |
Amusement and other equipment | ||
Property, Plant and Equipment [Line Items] | ||
Useful life | 7 years | 7 years |
Computer equipment and software | Minimum | ||
Property, Plant and Equipment [Line Items] | ||
Useful life | 3 years | 3 years |
Computer equipment and software | Maximum | ||
Property, Plant and Equipment [Line Items] | ||
Useful life | 5 years | 5 years |
Office equipment and furniture | ||
Property, Plant and Equipment [Line Items] | ||
Useful life | 7 years | 7 years |
Leasehold improvements | ||
Property, Plant and Equipment [Line Items] | ||
Useful life | 5 years | 5 years |
Vehicles | ||
Property, Plant and Equipment [Line Items] | ||
Useful life | 5 years | 5 years |
Buildings and improvements | Minimum | ||
Property, Plant and Equipment [Line Items] | ||
Useful life | 15 years | 15 years |
Buildings and improvements | Maximum | ||
Property, Plant and Equipment [Line Items] | ||
Useful life | 29 years | 29 years |
Summary of Significant Accoun_7
Summary of Significant Accounting Policies - Location contracts acquired (Details) | 12 Months Ended |
Dec. 31, 2019 | |
Accounting Policies [Abstract] | |
Expected useful life | 10 years |
Summary of Significant Accoun_8
Summary of Significant Accounting Policies - Advertising costs (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Accounting Policies [Abstract] | |||
Advertising costs | $ 4.7 | $ 3 | $ 2.8 |
Reverse Recapitalization - Narr
Reverse Recapitalization - Narrative (Details) - USD ($) $ / shares in Units, $ in Thousands | Nov. 20, 2019 | Dec. 31, 2019 | Dec. 31, 2017 | Jun. 30, 2020 | Mar. 31, 2020 | Nov. 21, 2019 | Jun. 30, 2019 | Mar. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2016 | |||||
Business Acquisition [Line Items] | |||||||||||||||
Number of shares repurchased (in shares) | 36,157 | ||||||||||||||
Repurchase price (in usd per share) | $ 177 | ||||||||||||||
Net equity infusion from reverse recapitalization | $ 29,300 | $ 29,262 | $ 10,794 | ||||||||||||
Shares outstanding (in shares) | 3,610,705 | ||||||||||||||
TPG Holdings | |||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||
Sale of stock (in usd per share) | $ 10.30 | ||||||||||||||
TPG Holdings | Accel | |||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||
Purchase price (in usd per share) | $ 177 | ||||||||||||||
Warrants | |||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||
Cash election (in shares) | 2,444,444 | ||||||||||||||
Warrants | TPG Holdings | |||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||
Number of shares acquired (in shares) | 4,888,889 | ||||||||||||||
Common Stock | Class A-2 Common Stock | |||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||
Cash election (in shares) | 3,000,000 | ||||||||||||||
Common Stock | TPG Holdings | Class A-1 Common Stock | |||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||
Number of shares acquired (in shares) | 7,500,000 | ||||||||||||||
Common Stock | TPG Holdings | Class A-2 Common Stock | |||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||
Number of shares acquired (in shares) | 2,000,000 | ||||||||||||||
Common Stock | Class A-1 Common Stock | |||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||
Net equity infusion from reverse recapitalization | [1] | $ 2 | $ 1 | ||||||||||||
Shares outstanding (in shares) | 76,637,470 | ||||||||||||||
Shares issued (in shares) | 76,637,470 | [1] | 58,459,396 | [1] | 78,382,405 | 78,234,106 | 76,637,470 | 60,150,404 | 58,986,311 | 58,491,281 | [1] | 54,133,885 | [1] | ||
Common Stock | Class A-2 Common Stock | |||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||
Net equity infusion from reverse recapitalization | $ 1 | ||||||||||||||
Shares outstanding (in shares) | 4,999,999 | ||||||||||||||
Shares issued (in shares) | 4,999,999 | 0 | 3,403,363 | 3,403,363 | 4,999,999 | 0 | 0 | ||||||||
Warrants | Class A-1 Common Stock | |||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||
Shares outstanding (in shares) | 22,333,308 | ||||||||||||||
Shares issued (in shares) | 22,333,326 | ||||||||||||||
Investment Private Placement | Class A-1 Common Stock | |||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||
Common stock, shares issued (in shares) | 4,696,675 | ||||||||||||||
Sale of stock (in usd per share) | $ 10.22 | ||||||||||||||
Common stock issued | $ 48,000 | ||||||||||||||
[1] | See Note 3 for reverse recapitalization effects herein. |
Reverse Recapitalization - Sche
Reverse Recapitalization - Schedule of Proceeds from Reverse Capitalization (Details) - USD ($) $ in Thousands | Nov. 20, 2019 | Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 |
Business Combinations [Abstract] | ||||
Cash balance | $ 429,952 | $ 92,229 | ||
Less redemption of Accel shares prior to reverse recapitalization | (413,733) | 0 | $ (3,343) | $ (123) |
Cash balance prior to backstop equity financing | 16,219 | |||
Plus funds from Investment Private Placement | 48,038 | |||
Cash balance | 64,257 | $ 125,403 | $ 92,229 | |
Payment for sponsor loan | (4,000) | |||
Transaction costs related to the reverse recapitalization, net of tax | (31,005) | |||
Net equity infusion prior to stock issuance | 29,252 | |||
Impact of stock issued in reverse recapitalization | 10 | |||
Net equity infusion from reverse recapitalization | 29,262 | |||
Less impact from conversion of treasury stock and issuance of warrants | (7,415) | |||
Net impact to additional paid-in-capital from reverse recapitalization | $ 21,847 |
Reverse Recapitalization - Sc_2
Reverse Recapitalization - Schedule of Equity Interests Issued from Reverse Capitalization (Details) | Nov. 20, 2019shares | Jun. 30, 2020shares | Dec. 31, 2019shares | Dec. 31, 2018shares |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Shares outstanding (in shares) | 3,610,705 | |||
Exchange ratio | 17.188531 | |||
Class A Common Stock | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Shares outstanding (in shares) | 472,773 | |||
Class B Common Stock | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Shares outstanding (in shares) | 662,228 | |||
Class C Preferred Stock | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Shares outstanding (in shares) | 1,530,779 | |||
Class D Preferred Stock | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Shares outstanding (in shares) | 944,925 | |||
Class A-1 Common Stock | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Effect of exchange ratio to convert Accel stock to A-1 Common Stock (in shares) | 62,062,715 | |||
Shares issued in reverse recapitalization (in shares) | 14,574,755 | |||
Common stock outstanding (in shares) | 76,637,470 | 78,382,405 | 76,637,470 | 58,491,280 |
Investment in Convertible Note
Investment in Convertible Note (Details) - USD ($) | Oct. 11, 2019 | Jul. 19, 2019 | Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 |
Debt Securities, Available-for-sale [Line Items] | |||||
Purchase of investment in convertible notes | $ 25,000,000 | $ 5,000,000 | $ 30,000,000 | $ 0 | $ 0 |
Monthly installment receivable | $ 1,000,000 | ||||
Convertible Promissory Notes | |||||
Debt Securities, Available-for-sale [Line Items] | |||||
Investment purchase (up to) | $ 30,000,000 | $ 30,000,000 | |||
Investment interest rate | 3.00% | ||||
Investment maturity | 6 months |
Property and Equipment (Details
Property and Equipment (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | 12 Months Ended | ||||
Jun. 30, 2020 | Jun. 30, 2019 | Jun. 30, 2020 | Jun. 30, 2019 | Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Property, Plant and Equipment [Line Items] | |||||||
Property and equipment, gross | $ 231,017 | $ 231,017 | $ 216,624 | $ 164,306 | |||
Less accumulated depreciation and amortization | (107,258) | (107,258) | (97,423) | (71,864) | |||
Property and equipment, net | 123,759 | 123,759 | 119,201 | 92,442 | |||
Depreciation and amortization of property and equipment | 5,071 | $ 6,100 | 9,938 | $ 12,141 | 26,398 | 20,782 | $ 16,768 |
Video game terminals and equipment | |||||||
Property, Plant and Equipment [Line Items] | |||||||
Property and equipment, gross | 176,453 | 176,453 | 166,850 | 126,043 | |||
Amusement and other equipment | |||||||
Property, Plant and Equipment [Line Items] | |||||||
Property and equipment, gross | 19,115 | 19,115 | 16,417 | 12,539 | |||
Office equipment and furniture | |||||||
Property, Plant and Equipment [Line Items] | |||||||
Property and equipment, gross | 1,590 | 1,590 | 1,540 | 1,827 | |||
Computer equipment and software | |||||||
Property, Plant and Equipment [Line Items] | |||||||
Property and equipment, gross | 9,405 | 9,405 | 8,715 | 5,092 | |||
Leasehold improvements | |||||||
Property, Plant and Equipment [Line Items] | |||||||
Property and equipment, gross | 1,507 | 1,507 | 44 | 44 | |||
Vehicles | |||||||
Property, Plant and Equipment [Line Items] | |||||||
Property and equipment, gross | 10,254 | 10,254 | 9,304 | 7,174 | |||
Buildings and improvements | |||||||
Property, Plant and Equipment [Line Items] | |||||||
Property and equipment, gross | 10,757 | 10,757 | 12,075 | 9,365 | |||
Land | |||||||
Property, Plant and Equipment [Line Items] | |||||||
Property and equipment, gross | 911 | 911 | 911 | 883 | |||
Construction in Progress | |||||||
Property, Plant and Equipment [Line Items] | |||||||
Property and equipment, gross | $ 1,025 | $ 1,025 | $ 768 | $ 1,339 |
Route and Customer Acquisitio_3
Route and Customer Acquisition Costs - Narrative (Details) - USD ($) $ in Thousands | Jan. 01, 2019 | Jun. 30, 2020 | Jun. 30, 2019 | Jun. 30, 2020 | Jun. 30, 2019 | Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 |
Capitalized Contract Cost [Line Items] | ||||||||
Gross payments due | $ 6,800 | $ 6,800 | $ 7,400 | $ 8,200 | ||||
Net present value of payments due | 6,400 | 6,400 | 6,500 | 7,200 | ||||
Current portion of payments due | 1,675 | 1,675 | 1,700 | 1,821 | ||||
Customer acquisition cost asset | 18,600 | 18,600 | 18,700 | 18,800 | ||||
Route and customer acquisition costs, net | 16,460 | 16,460 | 17,399 | 13,994 | ||||
Capitalized contract cost, subject to claw back | 2,100 | 2,100 | 2,200 | 2,600 | ||||
Amortization expense (decrease in expense) on route and customer acquisition costs | $ 500 | $ 600 | $ 900 | $ 1,300 | $ 1,700 | $ 3,900 | $ 3,300 | |
Accounting Standards Update 2014-09 | ||||||||
Capitalized Contract Cost [Line Items] | ||||||||
Amortization expense (decrease in expense) on route and customer acquisition costs | $ (1,100) |
Route and Customer Acquisitio_4
Route and Customer Acquisition Costs - Schedule of Customer Contract Acquired (Details) - USD ($) $ in Thousands | Jun. 30, 2020 | Dec. 31, 2019 | Dec. 31, 2018 |
Revenue from Contract with Customer [Abstract] | |||
Cost | $ 28,167 | $ 28,501 | $ 27,726 |
Accumulated amortization | (11,707) | (11,102) | (13,732) |
Route and customer acquisition costs, net | $ 16,460 | $ 17,399 | $ 13,994 |
Location Contracts Acquired - S
Location Contracts Acquired - Schedule of Customer Contract Acquired (Details) - USD ($) $ in Thousands | Jun. 30, 2020 | Dec. 31, 2019 | Dec. 31, 2018 |
Goodwill and Intangible Assets Disclosure [Abstract] | |||
Cost | $ 204,353 | $ 204,353 | $ 147,341 |
Accumulated amortization | (47,729) | (37,570) | (21,302) |
Location contracts acquired, net | $ 156,624 | $ 166,783 | $ 126,038 |
Location Contracts Acquired - A
Location Contracts Acquired - Additional Information (Details) - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | 12 Months Ended | ||||
Jun. 30, 2020 | Jun. 30, 2019 | Jun. 30, 2020 | Jun. 30, 2019 | Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Finite-Lived Intangible Assets [Line Items] | |||||||
Expected useful life | 10 years | ||||||
Location Contract | |||||||
Finite-Lived Intangible Assets [Line Items] | |||||||
Amortization of intangible assets | $ 5.1 | $ 4 | $ 10.2 | $ 7.6 | $ 16.2 | $ 10.8 | $ 6.5 |
Location Contracts Acquired -_2
Location Contracts Acquired - Schedule of Finite-Lived Intangible Assets Amortization Expense (Details) - USD ($) $ in Thousands | Jun. 30, 2020 | Dec. 31, 2019 | Dec. 31, 2018 |
Goodwill and Intangible Assets Disclosure [Abstract] | |||
2020 | $ 20,475 | ||
2021 | 20,475 | ||
2022 | 20,475 | ||
2023 | 20,475 | ||
2024 | 20,267 | ||
Thereafter | 64,615 | ||
Location contracts acquired, net | $ 156,624 | $ 166,783 | $ 126,038 |
Goodwill (Details)
Goodwill (Details) - USD ($) $ in Thousands | Jun. 30, 2020 | Dec. 31, 2019 | Dec. 31, 2018 |
Goodwill [Line Items] | |||
Goodwill | $ 34,511 | $ 34,511 | $ 0 |
Tax exempt portion of goodwill | $ 28,700 | 28,700 | |
Previously Reported | |||
Goodwill [Line Items] | |||
Tax exempt portion of goodwill | $ 27,300 |
Debt - Schedule of Long-term De
Debt - Schedule of Long-term Debt Instruments (Details) - USD ($) $ in Thousands | Jun. 30, 2020 | Mar. 01, 2020 | Dec. 31, 2019 | Dec. 31, 2018 |
Debt Instrument [Line Items] | ||||
Total debt | $ 407,188 | $ 358,500 | $ 232,625 | |
Less: Debt issuance costs | (8,198) | (8,808) | (1,230) | |
Total debt, net of debt issuance costs | 398,990 | 349,692 | 231,395 | |
Less: Current maturities | (18,250) | (15,000) | (62,500) | |
Total debt, net of current maturities | 380,740 | 334,692 | 168,895 | |
New Credit Facility | Revolving Credit Facility | ||||
Debt Instrument [Line Items] | ||||
Total debt | 50,500 | 58,500 | 0 | |
New Credit Facility | Delayed Draw Term Loan (DDTL) | ||||
Debt Instrument [Line Items] | ||||
Total debt | 122,688 | $ 65,000 | 60,000 | 0 |
New Credit Facility | Term Loan | ||||
Debt Instrument [Line Items] | ||||
Total debt | $ 234,000 | 240,000 | 0 | |
Prior Credit Facility | Revolving Credit Facility | ||||
Debt Instrument [Line Items] | ||||
Total debt | 0 | 50,000 | ||
Prior Credit Facility | Contract draw loan | ||||
Debt Instrument [Line Items] | ||||
Total debt | 0 | 67,000 | ||
Prior Credit Facility | Term Loan | ||||
Debt Instrument [Line Items] | ||||
Total debt | $ 0 | $ 115,625 |
Debt - Narrative (Details)
Debt - Narrative (Details) - USD ($) | Apr. 10, 2018 | Nov. 15, 2016 | Dec. 08, 2015 | Mar. 31, 2023 | Mar. 31, 2022 | Mar. 31, 2020 | Jun. 30, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | Mar. 01, 2020 | Nov. 13, 2019 |
Debt Instrument [Line Items] | ||||||||||||
Total debt | $ 407,188,000 | $ 358,500,000 | $ 232,625,000 | |||||||||
Loss on debt extinguishment | 1,141,000 | 0 | $ 0 | |||||||||
New Credit Facility | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Remaining availability | $ 49,500,000 | $ 106,500,000 | ||||||||||
Ratio of consolidated net debt to EBITDA (no greater than) | 4.50 | 4.50 | ||||||||||
Ratio of consolidated EBITDA to fixed charges (no less than) | 1.20 | 1.20 | ||||||||||
Debt issuance costs | $ 8,800,000 | |||||||||||
New Credit Facility | LIBOR | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Basis spread on variable rate | 2.25% | 2.25% | ||||||||||
New Credit Facility | Alternative Base Rate | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Basis spread on variable rate | 1.25% | 1.25% | ||||||||||
New Credit Facility | Revolving Credit Facility | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Maximum borrowing capacity | $ 100,000,000 | |||||||||||
Total debt | $ 50,500,000 | $ 58,500,000 | 0 | |||||||||
Weighted average interest rate | 3.30% | 4.45% | ||||||||||
New Credit Facility | Revolving Credit Facility | Federal Funds Effective Rate | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Basis spread on variable rate | 0.50% | 0.50% | ||||||||||
New Credit Facility | Revolving Credit Facility | LIBOR | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Basis spread on variable rate | 1.00% | 1.00% | ||||||||||
New Credit Facility | Letter of Credit | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Maximum borrowing capacity | 10,000,000 | |||||||||||
New Credit Facility | Swing Line Facility | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Maximum borrowing capacity | 10,000,000 | |||||||||||
New Credit Facility | Term Loan | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Face amount | 240,000,000 | |||||||||||
Total debt | $ 234,000,000 | $ 240,000,000 | 0 | |||||||||
Additional term loan repayment rate | 5.00% | 5.00% | ||||||||||
New Credit Facility | Additional Term Loan Facility | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Face amount | $ 125,000,000 | |||||||||||
New Credit Facility | Delayed Draw Term Loan (DDTL) | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Total debt | $ 122,688,000 | $ 60,000,000 | $ 0 | $ 65,000,000 | ||||||||
Prior Credit Facility | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Maximum borrowing capacity | $ 300,000,000 | $ 210,000,000 | ||||||||||
Unused line fee | 0.25% | 0.30% | ||||||||||
Weighted average interest rate | 4.60% | |||||||||||
Loss on debt extinguishment | 1,100,000 | |||||||||||
Prior Credit Facility | LIBOR | Minimum | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Basis spread on variable rate | 1.70% | 1.95% | 2.00% | |||||||||
Prior Credit Facility | LIBOR | Maximum | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Basis spread on variable rate | 2.50% | 3.00% | 3.25% | |||||||||
Prior Credit Facility | Revolving Credit Facility | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Maximum borrowing capacity | $ 85,000,000 | $ 55,000,000 | $ 35,000,000 | 85,000,000 | ||||||||
Total debt | 0 | $ 50,000,000 | ||||||||||
Borrowing base limitation, percentage of cash outstanding | 90.00% | |||||||||||
Payments required if balance exceeds credit commitment amount | $ 85,000,000 | |||||||||||
Prior Credit Facility | Swing Line Facility | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Maximum borrowing capacity | 5,000,000 | |||||||||||
Prior Credit Facility | Term Loan | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Maximum borrowing capacity | 125,000,000 | 90,000,000 | ||||||||||
Face amount | 50,000,000 | |||||||||||
Total debt | 0 | 115,625,000 | ||||||||||
Prior Credit Facility | Term Loan | Forecast | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Future quarterly payment | $ 4,687,500 | $ 3,906,250 | $ 3,125,000 | |||||||||
Prior Credit Facility | Additional Term Loan Facility | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Maximum borrowing capacity | 125,000,000 | |||||||||||
Prior Credit Facility | Contract draw loan | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Maximum borrowing capacity | 170,000,000 | |||||||||||
Face amount | $ 90,000,000 | $ 65,000,000 | $ 40,000,000 | |||||||||
Total debt | $ 0 | $ 67,000,000 |
Debt - Schedule of Maturities o
Debt - Schedule of Maturities of Long-term Debt (Details) - USD ($) $ in Thousands | Jun. 30, 2020 | Dec. 31, 2019 | Dec. 31, 2018 |
Debt Disclosure [Abstract] | |||
2020 | $ 15,000 | ||
2021 | 15,000 | ||
2022 | 15,000 | ||
2023 | 15,000 | ||
2024 | 298,500 | ||
Total debt | $ 407,188 | $ 358,500 | $ 232,625 |
Debt - Schedule of Carrying Val
Debt - Schedule of Carrying Value and Estimated Fair Value (Details) - USD ($) $ in Thousands | Dec. 31, 2019 | Dec. 31, 2018 |
Carrying value | ||
Debt Instrument [Line Items] | ||
Debt | $ 349,692 | $ 231,395 |
Estimated Fair value | ||
Debt Instrument [Line Items] | ||
Debt | $ 349,692 | $ 229,763 |
Business and Asset Acquisitio_3
Business and Asset Acquisitions - Narrative (Details) shares in Thousands, $ in Thousands | Sep. 23, 2019USD ($)terminallocation | Sep. 16, 2019USD ($)terminallocationinstallment_payment | Oct. 16, 2018location | Aug. 01, 2018location | Jul. 01, 2017USD ($)location | Jun. 01, 2016location | Dec. 31, 2018USD ($)terminallocation | Jun. 30, 2020USD ($)terminallocation | Jun. 30, 2019USD ($)terminallocation | Dec. 31, 2018USD ($)terminallocation | Dec. 31, 2019USD ($)terminallocation | Dec. 31, 2018USD ($)terminallocation | Dec. 31, 2018USD ($)terminallocation | Jun. 30, 2020USD ($)terminallocation | Jun. 30, 2019USD ($)terminallocation | Dec. 31, 2017USD ($) | Dec. 31, 2019USD ($)terminallocationinstallment_payment | Dec. 31, 2018USD ($)terminallocationshares | Dec. 31, 2017USD ($) | Oct. 31, 2018location | Sep. 01, 2018location | Dec. 30, 2014location |
Business Acquisition [Line Items] | ||||||||||||||||||||||
Number of video gaming terminals | terminal | 7,649 | 11,108 | 8,082 | 7,649 | 10,499 | 7,649 | 7,649 | 11,108 | 8,082 | 10,499 | 7,649 | |||||||||||
Number of video gaming locations | location | 1,686 | 2,335 | 1,762 | 1,686 | 2,312 | 1,686 | 1,686 | 2,335 | 1,762 | 2,312 | 1,686 | |||||||||||
Consideration transferred | $ 63,745 | |||||||||||||||||||||
Contingent purchase consideration | 5,350 | |||||||||||||||||||||
Revenues | $ 119,427 | $ 231,902 | $ 466,466 | 409,142 | $ 467,676 | |||||||||||||||||
Net (loss) income | 5,542 | 10,711 | (2,598) | 16,098 | 26,535 | |||||||||||||||||
Reduction in amortization of customer acquisition costs and location contracts acquired | $ (5,565) | $ (4,624) | $ (11,130) | $ (8,927) | (17,975) | (14,681) | $ (9,792) | |||||||||||||||
Note payable | 3,368 | |||||||||||||||||||||
Grand River | ||||||||||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||||||||||
Number of video gaming terminals | terminal | 2,009 | |||||||||||||||||||||
Number of video gaming locations | location | 450 | |||||||||||||||||||||
Consideration transferred | $ 113,714 | |||||||||||||||||||||
Cash payment, before additional payment for working capital adjustment | 100,000 | |||||||||||||||||||||
Additional payment for working capital adjustment | 6,600 | |||||||||||||||||||||
Contingent purchase consideration | $ 7,136 | |||||||||||||||||||||
Number of installment payments | installment_payment | 2 | |||||||||||||||||||||
Acquisition related costs | 200 | |||||||||||||||||||||
Revenues | $ 16,600 | 12,300 | ||||||||||||||||||||
Net (loss) income | 1,200 | 800 | ||||||||||||||||||||
Grand River | Installment payment within 30 days following the one-year anniversary | ||||||||||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||||||||||
Maximum amount to be paid for contingent consideration | $ 2,500 | 2,500 | 2,500 | |||||||||||||||||||
Contingent liability reversed | $ 2,500 | $ 2,500 | ||||||||||||||||||||
Grand River | Installment payment within 30 days following the three-year anniversary | ||||||||||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||||||||||
Maximum amount to be paid for contingent consideration | $ 7,000 | |||||||||||||||||||||
Quad B | ||||||||||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||||||||||
Number of video gaming locations | location | 61 | |||||||||||||||||||||
Consideration transferred | 610 | |||||||||||||||||||||
Contingent purchase consideration | 0 | |||||||||||||||||||||
Revenues | $ 100 | 300 | ||||||||||||||||||||
Net (loss) income | 100 | 100 | ||||||||||||||||||||
Note payable | 0 | |||||||||||||||||||||
Skyhigh | ||||||||||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||||||||||
Number of video gaming locations | location | 23 | |||||||||||||||||||||
Consideration transferred | 14,210 | |||||||||||||||||||||
Contingent purchase consideration | 4,324 | |||||||||||||||||||||
Revenues | $ 3,900 | 9,300 | ||||||||||||||||||||
Net (loss) income | 1,100 | 2,200 | ||||||||||||||||||||
Contingent consideration, placed in operation period | 5 years | |||||||||||||||||||||
Contingent consideration, percentage of adjusted net terminal income | 18.44% | |||||||||||||||||||||
Contingent consideration, final payment ratio | 1.75% | |||||||||||||||||||||
Fair value of contingent consideration | $ 4,500 | $ 4,500 | 4,700 | 4,500 | 4,500 | 4,700 | 4,500 | |||||||||||||||
Note payable | 0 | |||||||||||||||||||||
Skyhigh | Payments made monthly | ||||||||||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||||||||||
Contingent consideration, payment period | 2 years | |||||||||||||||||||||
Skyhigh | Frequency of payments after the first two years | ||||||||||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||||||||||
Contingent consideration, payment period | 3 months | |||||||||||||||||||||
Skyhigh | Payments made every three years | ||||||||||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||||||||||
Contingent consideration, payment period | 3 years | |||||||||||||||||||||
G3 | ||||||||||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||||||||||
Number of video gaming locations | location | 87 | |||||||||||||||||||||
Consideration transferred | 40,545 | |||||||||||||||||||||
Contingent purchase consideration | 1,026 | |||||||||||||||||||||
Revenues | 4,300 | 21,800 | ||||||||||||||||||||
Net (loss) income | 800 | 3,300 | ||||||||||||||||||||
Contingent consideration, placed in operation period | 3 years | |||||||||||||||||||||
Fair value of contingent consideration | 1,000 | 1,000 | 3,100 | 1,000 | 1,000 | 3,100 | 1,000 | |||||||||||||||
Note payable | 0 | |||||||||||||||||||||
Mike’s Amusement | ||||||||||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||||||||||
Number of video gaming locations | location | 73 | |||||||||||||||||||||
Consideration transferred | 3,500 | |||||||||||||||||||||
Contingent purchase consideration | 0 | |||||||||||||||||||||
Revenues | 200 | 1,000 | ||||||||||||||||||||
Net (loss) income | 100 | $ 400 | ||||||||||||||||||||
Note payable | 0 | |||||||||||||||||||||
Family Amusement | ||||||||||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||||||||||
Number of video gaming locations | location | 139 | |||||||||||||||||||||
Consideration transferred | 4,880 | |||||||||||||||||||||
Contingent purchase consideration | 0 | |||||||||||||||||||||
Number of installment payments | installment_payment | 3 | |||||||||||||||||||||
Revenues | 100 | $ 400 | ||||||||||||||||||||
Net (loss) income | 100 | 200 | ||||||||||||||||||||
Fair value of contingent consideration | 3,400 | 3,400 | 3,100 | 3,400 | 3,400 | 3,100 | 3,400 | |||||||||||||||
Reduction in amortization of customer acquisition costs and location contracts acquired | (100) | |||||||||||||||||||||
Promissory note, due from 2019 to 2021 | 400 | |||||||||||||||||||||
Promissory note, installment due in 2022 | 700 | |||||||||||||||||||||
Promissory note, installment due in 2023 | 2,100 | |||||||||||||||||||||
Note payable | 3,368 | |||||||||||||||||||||
Fair Share Gaming | ||||||||||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||||||||||
Number of video gaming locations | location | 125 | |||||||||||||||||||||
Consideration transferred | $ 65,119 | |||||||||||||||||||||
Contingent purchase consideration | $ 595 | |||||||||||||||||||||
Revenues | $ 19,000 | 42,800 | 40,800 | |||||||||||||||||||
Net (loss) income | $ 3,300 | 7,800 | 7,000 | |||||||||||||||||||
Contingent consideration, placed in operation period | 1 year | |||||||||||||||||||||
Contingent consideration, payment period | 2 years | |||||||||||||||||||||
Fair value of contingent consideration | 1,000 | 1,000 | 2,000 | 1,000 | 1,000 | 2,000 | $ 1,000 | |||||||||||||||
Equity issued in business acquisition, value | $ 15,000 | |||||||||||||||||||||
Issuance of common stock to seller | 10,794 | |||||||||||||||||||||
Shares received back which were previously issued (in shares) | shares | (3,956) | |||||||||||||||||||||
Contingent stock consideration | $ 3,675 | |||||||||||||||||||||
Abraham | ||||||||||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||||||||||
Number of video gaming locations | location | 138 | |||||||||||||||||||||
Contingent consideration, placed in operation period | 2 years | |||||||||||||||||||||
Fair value of contingent consideration | 200 | 200 | 100 | 200 | 200 | 100 | $ 200 | |||||||||||||||
TAV Gaming | ||||||||||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||||||||||
Number of video gaming locations | location | 32 | |||||||||||||||||||||
Fair value of contingent consideration | $ 1,400 | $ 1,400 | $ 4,000 | $ 1,400 | $ 1,400 | $ 4,000 | $ 1,400 | |||||||||||||||
IGS | ||||||||||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||||||||||
Number of video gaming terminals | terminal | 139 | |||||||||||||||||||||
Number of video gaming locations | location | 29 | |||||||||||||||||||||
Cash payment for asset acquisition | $ 2,400 | |||||||||||||||||||||
Note payable | 2,300 | |||||||||||||||||||||
Video game terminals and equipment acquired | 1,700 | |||||||||||||||||||||
Location contracts acquired | $ 3,000 | |||||||||||||||||||||
IGS | Notes Payable | ||||||||||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||||||||||
Interest rate | 5.00% |
Business and Asset Acquisitio_4
Business and Asset Acquisitions - Schedule of Consideration Transferred and Fair Value of Assets Acquired and Liabilities Assumed (Details) - USD ($) $ in Thousands | Sep. 16, 2019 | Jul. 01, 2017 | Dec. 31, 2018 | Jun. 30, 2020 | Dec. 31, 2019 |
Business Acquisition [Line Items] | |||||
Cash paid | $ 51,390 | ||||
Contingent consideration | 5,350 | ||||
Promissory note | 3,368 | ||||
Due to seller | 3,637 | ||||
Total consideration | 63,745 | ||||
Cash | 3,633 | ||||
Location contracts acquired | 55,142 | ||||
Goodwill | 0 | $ 34,511 | $ 34,511 | ||
Total assets acquired | 63,745 | ||||
Video game terminals and equipment | |||||
Business Acquisition [Line Items] | |||||
Property and equipment | 3,515 | ||||
Amusement and other equipment | |||||
Business Acquisition [Line Items] | |||||
Property and equipment | 1,455 | ||||
Grand River | |||||
Business Acquisition [Line Items] | |||||
Cash paid | $ 106,578 | ||||
Contingent consideration | 7,136 | ||||
Total consideration | 113,714 | ||||
Cash | 8,861 | ||||
Location contracts acquired | 53,200 | ||||
Property and equipment | 18,000 | ||||
Goodwill | 34,511 | $ 34,500 | 34,500 | ||
Total assets acquired | 115,748 | ||||
Accounts payable assumed | (532) | ||||
Accrued expenses assumed | (1,502) | ||||
Net assets acquired | 113,714 | ||||
Grand River | Land | |||||
Business Acquisition [Line Items] | |||||
Property and equipment | 28 | ||||
Grand River | Building | |||||
Business Acquisition [Line Items] | |||||
Property and equipment | 548 | ||||
Grand River | Vehicles | |||||
Business Acquisition [Line Items] | |||||
Property and equipment | $ 600 | ||||
Quad B | |||||
Business Acquisition [Line Items] | |||||
Cash paid | 610 | ||||
Contingent consideration | 0 | ||||
Promissory note | 0 | ||||
Due to seller | 0 | ||||
Total consideration | 610 | ||||
Cash | 0 | ||||
Location contracts acquired | 138 | ||||
Total assets acquired | 610 | ||||
Quad B | Video game terminals and equipment | |||||
Business Acquisition [Line Items] | |||||
Property and equipment | 0 | ||||
Quad B | Amusement and other equipment | |||||
Business Acquisition [Line Items] | |||||
Property and equipment | 472 | ||||
Skyhigh | |||||
Business Acquisition [Line Items] | |||||
Cash paid | 9,268 | ||||
Contingent consideration | 4,324 | ||||
Promissory note | 0 | ||||
Due to seller | 618 | ||||
Contingent consideration | 4,500 | 4,700 | |||
Total consideration | 14,210 | ||||
Cash | 1,126 | ||||
Location contracts acquired | 12,519 | ||||
Total assets acquired | 14,210 | ||||
Skyhigh | Video game terminals and equipment | |||||
Business Acquisition [Line Items] | |||||
Property and equipment | 506 | ||||
Skyhigh | Amusement and other equipment | |||||
Business Acquisition [Line Items] | |||||
Property and equipment | 59 | ||||
G3 | |||||
Business Acquisition [Line Items] | |||||
Cash paid | 36,500 | ||||
Contingent consideration | 1,026 | ||||
Promissory note | 0 | ||||
Due to seller | 3,019 | ||||
Contingent consideration | 1,000 | 3,100 | |||
Total consideration | 40,545 | ||||
Cash | 2,507 | ||||
Location contracts acquired | 34,825 | ||||
Total assets acquired | 40,545 | ||||
G3 | Video game terminals and equipment | |||||
Business Acquisition [Line Items] | |||||
Property and equipment | 3,009 | ||||
G3 | Amusement and other equipment | |||||
Business Acquisition [Line Items] | |||||
Property and equipment | 204 | ||||
Mike’s Amusement | |||||
Business Acquisition [Line Items] | |||||
Cash paid | 3,500 | ||||
Contingent consideration | 0 | ||||
Promissory note | 0 | ||||
Due to seller | 0 | ||||
Total consideration | 3,500 | ||||
Cash | 0 | ||||
Location contracts acquired | 3,080 | ||||
Total assets acquired | 3,500 | ||||
Mike’s Amusement | Video game terminals and equipment | |||||
Business Acquisition [Line Items] | |||||
Property and equipment | 0 | ||||
Mike’s Amusement | Amusement and other equipment | |||||
Business Acquisition [Line Items] | |||||
Property and equipment | 420 | ||||
Family Amusement | |||||
Business Acquisition [Line Items] | |||||
Cash paid | 1,512 | ||||
Contingent consideration | 0 | ||||
Promissory note | 3,368 | ||||
Due to seller | 0 | ||||
Contingent consideration | 3,400 | 3,100 | |||
Total consideration | 4,880 | ||||
Cash | 0 | ||||
Location contracts acquired | 4,580 | ||||
Total assets acquired | 4,880 | ||||
Family Amusement | Video game terminals and equipment | |||||
Business Acquisition [Line Items] | |||||
Property and equipment | 0 | ||||
Family Amusement | Amusement and other equipment | |||||
Business Acquisition [Line Items] | |||||
Property and equipment | 300 | ||||
Fair Share Gaming | |||||
Business Acquisition [Line Items] | |||||
Cash paid | $ 48,000 | ||||
Issuance of common stock to seller | 10,794 | ||||
Contingent stock consideration | 3,675 | ||||
Contingent consideration | 595 | ||||
Due to seller | 2,055 | ||||
Contingent consideration | $ 1,000 | $ 2,000 | |||
Total consideration | 65,119 | ||||
Cash | 4,926 | ||||
Location contracts acquired | 52,716 | ||||
Total assets acquired | 65,279 | ||||
Accrued expenses assumed | (160) | ||||
Net assets acquired | 65,119 | ||||
Fair Share Gaming | Vehicles | |||||
Business Acquisition [Line Items] | |||||
Property and equipment | 126 | ||||
Fair Share Gaming | Video game terminals and equipment | |||||
Business Acquisition [Line Items] | |||||
Property and equipment | 6,363 | ||||
Fair Share Gaming | Amusement and other equipment | |||||
Business Acquisition [Line Items] | |||||
Property and equipment | $ 1,148 |
Business and Asset Acquisitio_5
Business and Asset Acquisitions - Schedule of Unaudited Pro Forma Results (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | 12 Months Ended | ||
Jun. 30, 2019 | Jun. 30, 2019 | Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Business Combinations [Abstract] | |||||
Revenues | $ 119,427 | $ 231,902 | $ 466,466 | $ 409,142 | $ 467,676 |
Net (loss) income | $ 5,542 | $ 10,711 | $ (2,598) | $ 16,098 | $ 26,535 |
Business and Asset Acquisitio_6
Business and Asset Acquisitions - Schedule of Consideration Payable (Details) - USD ($) $ in Thousands | Jun. 30, 2020 | Dec. 31, 2019 | Dec. 31, 2018 |
Business Acquisition [Line Items] | |||
Current | $ 3,272 | $ 10,293 | $ 2,556 |
Long-Term | 16,541 | 16,426 | 9,020 |
TAV Gaming | |||
Business Acquisition [Line Items] | |||
Current | 494 | 490 | 194 |
Long-Term | 3,546 | 3,497 | 1,232 |
Abraham | |||
Business Acquisition [Line Items] | |||
Current | 26 | 55 | 207 |
Long-Term | 0 | 0 | 0 |
Fair Share Gaming | |||
Business Acquisition [Line Items] | |||
Current | 1,221 | 1,057 | 1,027 |
Long-Term | 474 | 899 | 0 |
Family Amusement | |||
Business Acquisition [Line Items] | |||
Current | 395 | 293 | 357 |
Long-Term | 2,787 | 2,815 | 3,011 |
Skyhigh | |||
Business Acquisition [Line Items] | |||
Current | 762 | 763 | 550 |
Long-Term | 4,212 | 3,948 | 3,971 |
G3 | |||
Business Acquisition [Line Items] | |||
Current | 294 | 2,952 | 221 |
Long-Term | 99 | 154 | 806 |
Grand River | |||
Business Acquisition [Line Items] | |||
Current | 0 | 2,304 | 0 |
Long-Term | 5,423 | 5,113 | 0 |
IGS | |||
Business Acquisition [Line Items] | |||
Current | 80 | 2,379 | 0 |
Long-Term | $ 0 | $ 0 | $ 0 |
Fair Value Measurements - Sched
Fair Value Measurements - Schedule of Fair Value Measurements, Liabilities Measured on a Recurring Basis (Details) - Fair Value, Recurring - USD ($) $ in Thousands | Jun. 30, 2020 | Dec. 31, 2019 | Dec. 31, 2018 |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Contingent consideration | $ 12,591 | $ 17,327 | $ 6,782 |
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 | 0 |
Significant Other Observable Inputs (Level 2) | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Contingent consideration | 0 | 0 | 0 |
Significant Unobservable Inputs (Level 3) | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Contingent consideration | $ 12,591 | $ 17,327 | $ 6,782 |
Fair Value Measurements - Narra
Fair Value Measurements - Narrative (Details) - USD ($) $ in Millions | 6 Months Ended | 12 Months Ended |
Jun. 30, 2020 | Dec. 31, 2019 | |
Fair Value Disclosures [Abstract] | ||
Decrease in other expenses due to one percent increase in discount rate | $ 0.2 | $ 0.2 |
Increase in other expenses due to one percent decrease in discount rate | $ 0.2 | $ 0.2 |
Fair Value Measurements - Sch_2
Fair Value Measurements - Schedule of Fair Value Measurements, Contingent Considerations (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | |||
Beginning of year balance | $ 6,782 | $ 785 | $ 190 |
Issuance of contingent consideration in connection with acquisitions | 7,216 | 5,350 | 595 |
Payment of contingent consideration | (1,658) | (387) | 0 |
Additional accruals included in earnings | 4,987 | 1,034 | 0 |
Ending balance | $ 17,327 | $ 6,782 | $ 785 |
Stockholders' Equity - Narrativ
Stockholders' Equity - Narrative (Details) - USD ($) | Jul. 14, 2020 | Jan. 14, 2020 | Nov. 20, 2019 | Dec. 31, 2019 | Dec. 31, 2017 | Jun. 30, 2020 | Nov. 19, 2019 | Jun. 30, 2019 | Dec. 31, 2018 | Jan. 31, 2013 |
Class of Warrant or Right [Line Items] | ||||||||||
Common stock, par value (in usd per share) | $ 0.0001 | $ 0.0001 | ||||||||
Preferred stock, authorized (in shares) | 1,000,000 | 1,000,000 | 1,000,000 | |||||||
Warrants issued and outstanding (in shares) | 0 | 0 | 91,350 | 190,575 | ||||||
Warrants issued (in shares) | 7,333,326 | 15,000,000 | 253,575 | |||||||
Warrants canceled and reissued to prior shareholders (in shares) | 2,444,437 | |||||||||
Term of warrants | 5 years | 5 years | ||||||||
Warrant, exercise price (in usd per share) | $ 11.50 | $ 11.50 | $ 17.80 | |||||||
Warrants, subject to adjustments after consummation of reverse capitalization period | 30 days | |||||||||
Exercise of warrants (in shares) | 190,575 | 11,500 | ||||||||
Proceeds from issuance of stock warrants | $ 3,392,235 | $ 204,700 | ||||||||
Redemption price (in usd per share) | $ 0.01 | |||||||||
20 trading days within 30 trading-day period | ||||||||||
Class of Warrant or Right [Line Items] | ||||||||||
Stock price at which warrants may be redeemed (in usd per share) | 18 | |||||||||
Trading day prior to date of notice of redemption | ||||||||||
Class of Warrant or Right [Line Items] | ||||||||||
Stock price at which warrants may be redeemed (in usd per share) | $ 10 | |||||||||
Stock price at which warrants may be redeemed, after first exercisable (in usd per share) | $ 10 | |||||||||
Tranche I - EBITDA for last 12 months or 20 trading days in consecutive 30 day trading period | ||||||||||
Class of Warrant or Right [Line Items] | ||||||||||
Maximum EBITDA before stock conversion | $ 132,000,000 | |||||||||
Tranche II - LTM EBITDA or 20 trading days in consecutive 30 day trading period | ||||||||||
Class of Warrant or Right [Line Items] | ||||||||||
Maximum EBITDA before stock conversion | 152,000,000 | |||||||||
Tranche III - LTM EBITDA or 20 trading days in consecutive 30 day trading period | ||||||||||
Class of Warrant or Right [Line Items] | ||||||||||
Maximum EBITDA before stock conversion | $ 172,000,000 | |||||||||
Class A-1 Common Stock | ||||||||||
Class of Warrant or Right [Line Items] | ||||||||||
Common stock, par value (in usd per share) | $ 0.0001 | $ 0.0001 | $ 0.0001 | |||||||
Common stock, shares authorized (in shares) | 250,000,000 | 250,000,000 | 250,000,000 | |||||||
Common stock, shares issued (in shares) | 76,637,470 | 78,382,405 | 58,491,280 | |||||||
Class A-1 Common Stock | Subsequent Event | ||||||||||
Class of Warrant or Right [Line Items] | ||||||||||
Conversion of stock, shares converted (in shares) | 3,784,416 | |||||||||
Class A-1 Common Stock | Tranche I - EBITDA for last 12 months or 20 trading days in consecutive 30 day trading period | ||||||||||
Class of Warrant or Right [Line Items] | ||||||||||
Maximum stock price of common stock before conversion (in usd per share) | $ 12 | |||||||||
Class A-1 Common Stock | Tranche II - LTM EBITDA or 20 trading days in consecutive 30 day trading period | ||||||||||
Class of Warrant or Right [Line Items] | ||||||||||
Maximum stock price of common stock before conversion (in usd per share) | 14 | |||||||||
Class A-1 Common Stock | Tranche III - LTM EBITDA or 20 trading days in consecutive 30 day trading period | ||||||||||
Class of Warrant or Right [Line Items] | ||||||||||
Maximum stock price of common stock before conversion (in usd per share) | $ 16 | |||||||||
Class A-2 Common Stock | ||||||||||
Class of Warrant or Right [Line Items] | ||||||||||
Common stock, par value (in usd per share) | $ 0.0001 | $ 0.0001 | $ 0.0001 | |||||||
Common stock, shares authorized (in shares) | 10,000,000 | 10,000,000 | 10,000,000 | |||||||
Common stock, shares issued (in shares) | 4,999,999 | 3,403,363 | 5,000,000 | 0 | ||||||
Percentage of ownership requiring exchange (less than) | 4.99% | 4.99% | ||||||||
Class A-2 Common Stock | Tranche I - EBITDA for last 12 months or 20 trading days in consecutive 30 day trading period | ||||||||||
Class of Warrant or Right [Line Items] | ||||||||||
Number of shares to be exchanged (in shares) | 1,666,666 | |||||||||
Class A-2 Common Stock | Tranche I - EBITDA for last 12 months or 20 trading days in consecutive 30 day trading period | Subsequent Event | ||||||||||
Class of Warrant or Right [Line Items] | ||||||||||
Conversion of stock, shares converted (in shares) | 1,666,666 | |||||||||
Class A-2 Common Stock | Tranche II - LTM EBITDA or 20 trading days in consecutive 30 day trading period | ||||||||||
Class of Warrant or Right [Line Items] | ||||||||||
Number of shares to be exchanged (in shares) | 1,666,667 | |||||||||
Class A-2 Common Stock | Tranche III - LTM EBITDA or 20 trading days in consecutive 30 day trading period | ||||||||||
Class of Warrant or Right [Line Items] | ||||||||||
Number of shares to be exchanged (in shares) | 1,666,667 | |||||||||
Number of shares converted (in shares) | 1,596,636 |
Stockholders' Equity - Schedule
Stockholders' Equity - Schedule of Fair Market Value of Warrants (Details) | Jun. 30, 2020$ / shares | Dec. 31, 2019$ / shares | Nov. 20, 2019 | Dec. 31, 2017 |
Share-based Payment Arrangement, Option, Exercise Price Range [Line Items] | ||||
Term of warrants | 5 years | 5 years | ||
57 months | ||||
Share-based Payment Arrangement, Option, Exercise Price Range [Line Items] | ||||
Term of warrants | 57 months | 57 months | ||
54 months | ||||
Share-based Payment Arrangement, Option, Exercise Price Range [Line Items] | ||||
Term of warrants | 54 months | 54 months | ||
51 months | ||||
Share-based Payment Arrangement, Option, Exercise Price Range [Line Items] | ||||
Term of warrants | 51 months | 51 months | ||
48 months | ||||
Share-based Payment Arrangement, Option, Exercise Price Range [Line Items] | ||||
Term of warrants | 48 months | 48 months | ||
45 months | ||||
Share-based Payment Arrangement, Option, Exercise Price Range [Line Items] | ||||
Term of warrants | 45 months | 45 months | ||
42 months | ||||
Share-based Payment Arrangement, Option, Exercise Price Range [Line Items] | ||||
Term of warrants | 42 months | 42 months | ||
39 months | ||||
Share-based Payment Arrangement, Option, Exercise Price Range [Line Items] | ||||
Term of warrants | 39 months | 39 months | ||
36 months | ||||
Share-based Payment Arrangement, Option, Exercise Price Range [Line Items] | ||||
Term of warrants | 36 months | 36 months | ||
33 months | ||||
Share-based Payment Arrangement, Option, Exercise Price Range [Line Items] | ||||
Term of warrants | 33 months | 33 months | ||
30 months | ||||
Share-based Payment Arrangement, Option, Exercise Price Range [Line Items] | ||||
Term of warrants | 30 months | 30 months | ||
27 months | ||||
Share-based Payment Arrangement, Option, Exercise Price Range [Line Items] | ||||
Term of warrants | 27 months | 27 months | ||
24 months | ||||
Share-based Payment Arrangement, Option, Exercise Price Range [Line Items] | ||||
Term of warrants | 24 months | 24 months | ||
21 months | ||||
Share-based Payment Arrangement, Option, Exercise Price Range [Line Items] | ||||
Term of warrants | 21 months | 21 months | ||
18 months | ||||
Share-based Payment Arrangement, Option, Exercise Price Range [Line Items] | ||||
Term of warrants | 18 months | 18 months | ||
15 months | ||||
Share-based Payment Arrangement, Option, Exercise Price Range [Line Items] | ||||
Term of warrants | 15 months | 15 months | ||
12 months | ||||
Share-based Payment Arrangement, Option, Exercise Price Range [Line Items] | ||||
Term of warrants | 12 months | 12 months | ||
9 months | ||||
Share-based Payment Arrangement, Option, Exercise Price Range [Line Items] | ||||
Term of warrants | 9 months | 9 months | ||
6 months | ||||
Share-based Payment Arrangement, Option, Exercise Price Range [Line Items] | ||||
Term of warrants | 6 months | 6 months | ||
3 months | ||||
Share-based Payment Arrangement, Option, Exercise Price Range [Line Items] | ||||
Term of warrants | 3 months | 3 months | ||
0 months | ||||
Share-based Payment Arrangement, Option, Exercise Price Range [Line Items] | ||||
Term of warrants | 0 months | 0 months | ||
$10 | ||||
Share-based Payment Arrangement, Option, Exercise Price Range [Line Items] | ||||
Stock price (in usd per share) | $ 10 | $ 10 | ||
$10 | 57 months | ||||
Share-based Payment Arrangement, Option, Exercise Price Range [Line Items] | ||||
Exercise conversion rate of warrants (share per share) | 0.257 | 0.257 | ||
$10 | 54 months | ||||
Share-based Payment Arrangement, Option, Exercise Price Range [Line Items] | ||||
Exercise conversion rate of warrants (share per share) | 0.252 | 0.252 | ||
$10 | 51 months | ||||
Share-based Payment Arrangement, Option, Exercise Price Range [Line Items] | ||||
Exercise conversion rate of warrants (share per share) | 0.246 | 0.246 | ||
$10 | 48 months | ||||
Share-based Payment Arrangement, Option, Exercise Price Range [Line Items] | ||||
Exercise conversion rate of warrants (share per share) | 0.241 | 0.241 | ||
$10 | 45 months | ||||
Share-based Payment Arrangement, Option, Exercise Price Range [Line Items] | ||||
Exercise conversion rate of warrants (share per share) | 0.235 | 0.235 | ||
$10 | 42 months | ||||
Share-based Payment Arrangement, Option, Exercise Price Range [Line Items] | ||||
Exercise conversion rate of warrants (share per share) | 0.228 | 0.228 | ||
$10 | 39 months | ||||
Share-based Payment Arrangement, Option, Exercise Price Range [Line Items] | ||||
Exercise conversion rate of warrants (share per share) | 0.221 | 0.221 | ||
$10 | 36 months | ||||
Share-based Payment Arrangement, Option, Exercise Price Range [Line Items] | ||||
Exercise conversion rate of warrants (share per share) | 0.213 | 0.213 | ||
$10 | 33 months | ||||
Share-based Payment Arrangement, Option, Exercise Price Range [Line Items] | ||||
Exercise conversion rate of warrants (share per share) | 0.205 | 0.205 | ||
$10 | 30 months | ||||
Share-based Payment Arrangement, Option, Exercise Price Range [Line Items] | ||||
Exercise conversion rate of warrants (share per share) | 0.196 | 0.196 | ||
$10 | 27 months | ||||
Share-based Payment Arrangement, Option, Exercise Price Range [Line Items] | ||||
Exercise conversion rate of warrants (share per share) | 0.185 | 0.185 | ||
$10 | 24 months | ||||
Share-based Payment Arrangement, Option, Exercise Price Range [Line Items] | ||||
Exercise conversion rate of warrants (share per share) | 0.173 | 0.173 | ||
$10 | 21 months | ||||
Share-based Payment Arrangement, Option, Exercise Price Range [Line Items] | ||||
Exercise conversion rate of warrants (share per share) | 0.161 | 0.161 | ||
$10 | 18 months | ||||
Share-based Payment Arrangement, Option, Exercise Price Range [Line Items] | ||||
Exercise conversion rate of warrants (share per share) | 0.146 | 0.146 | ||
$10 | 15 months | ||||
Share-based Payment Arrangement, Option, Exercise Price Range [Line Items] | ||||
Exercise conversion rate of warrants (share per share) | 0.130 | 0.130 | ||
$10 | 12 months | ||||
Share-based Payment Arrangement, Option, Exercise Price Range [Line Items] | ||||
Exercise conversion rate of warrants (share per share) | 0.111 | 0.111 | ||
$10 | 9 months | ||||
Share-based Payment Arrangement, Option, Exercise Price Range [Line Items] | ||||
Exercise conversion rate of warrants (share per share) | 0.090 | 0.090 | ||
$10 | 6 months | ||||
Share-based Payment Arrangement, Option, Exercise Price Range [Line Items] | ||||
Exercise conversion rate of warrants (share per share) | 0.065 | 0.065 | ||
$10 | 3 months | ||||
Share-based Payment Arrangement, Option, Exercise Price Range [Line Items] | ||||
Exercise conversion rate of warrants (share per share) | 0.034 | 0.034 | ||
$10 | 0 months | ||||
Share-based Payment Arrangement, Option, Exercise Price Range [Line Items] | ||||
Exercise conversion rate of warrants (share per share) | 0 | 0 | ||
$11 | ||||
Share-based Payment Arrangement, Option, Exercise Price Range [Line Items] | ||||
Stock price (in usd per share) | $ 11 | $ 11 | ||
$11 | 57 months | ||||
Share-based Payment Arrangement, Option, Exercise Price Range [Line Items] | ||||
Exercise conversion rate of warrants (share per share) | 0.277 | 0.277 | ||
$11 | 54 months | ||||
Share-based Payment Arrangement, Option, Exercise Price Range [Line Items] | ||||
Exercise conversion rate of warrants (share per share) | 0.272 | 0.272 | ||
$11 | 51 months | ||||
Share-based Payment Arrangement, Option, Exercise Price Range [Line Items] | ||||
Exercise conversion rate of warrants (share per share) | 0.268 | 0.268 | ||
$11 | 48 months | ||||
Share-based Payment Arrangement, Option, Exercise Price Range [Line Items] | ||||
Exercise conversion rate of warrants (share per share) | 0.263 | 0.263 | ||
$11 | 45 months | ||||
Share-based Payment Arrangement, Option, Exercise Price Range [Line Items] | ||||
Exercise conversion rate of warrants (share per share) | 0.258 | 0.258 | ||
$11 | 42 months | ||||
Share-based Payment Arrangement, Option, Exercise Price Range [Line Items] | ||||
Exercise conversion rate of warrants (share per share) | 0.252 | 0.252 | ||
$11 | 39 months | ||||
Share-based Payment Arrangement, Option, Exercise Price Range [Line Items] | ||||
Exercise conversion rate of warrants (share per share) | 0.246 | 0.246 | ||
$11 | 36 months | ||||
Share-based Payment Arrangement, Option, Exercise Price Range [Line Items] | ||||
Exercise conversion rate of warrants (share per share) | 0.239 | 0.239 | ||
$11 | 33 months | ||||
Share-based Payment Arrangement, Option, Exercise Price Range [Line Items] | ||||
Exercise conversion rate of warrants (share per share) | 0.232 | 0.232 | ||
$11 | 30 months | ||||
Share-based Payment Arrangement, Option, Exercise Price Range [Line Items] | ||||
Exercise conversion rate of warrants (share per share) | 0.224 | 0.224 | ||
$11 | 27 months | ||||
Share-based Payment Arrangement, Option, Exercise Price Range [Line Items] | ||||
Exercise conversion rate of warrants (share per share) | 0.214 | 0.214 | ||
$11 | 24 months | ||||
Share-based Payment Arrangement, Option, Exercise Price Range [Line Items] | ||||
Exercise conversion rate of warrants (share per share) | 0.204 | 0.204 | ||
$11 | 21 months | ||||
Share-based Payment Arrangement, Option, Exercise Price Range [Line Items] | ||||
Exercise conversion rate of warrants (share per share) | 0.193 | 0.193 | ||
$11 | 18 months | ||||
Share-based Payment Arrangement, Option, Exercise Price Range [Line Items] | ||||
Exercise conversion rate of warrants (share per share) | 0.179 | 0.179 | ||
$11 | 15 months | ||||
Share-based Payment Arrangement, Option, Exercise Price Range [Line Items] | ||||
Exercise conversion rate of warrants (share per share) | 0.164 | 0.164 | ||
$11 | 12 months | ||||
Share-based Payment Arrangement, Option, Exercise Price Range [Line Items] | ||||
Exercise conversion rate of warrants (share per share) | 0.146 | 0.146 | ||
$11 | 9 months | ||||
Share-based Payment Arrangement, Option, Exercise Price Range [Line Items] | ||||
Exercise conversion rate of warrants (share per share) | 0.125 | 0.125 | ||
$11 | 6 months | ||||
Share-based Payment Arrangement, Option, Exercise Price Range [Line Items] | ||||
Exercise conversion rate of warrants (share per share) | 0.099 | 0.099 | ||
$11 | 3 months | ||||
Share-based Payment Arrangement, Option, Exercise Price Range [Line Items] | ||||
Exercise conversion rate of warrants (share per share) | 0.065 | 0.065 | ||
$11 | 0 months | ||||
Share-based Payment Arrangement, Option, Exercise Price Range [Line Items] | ||||
Exercise conversion rate of warrants (share per share) | 0 | 0 | ||
$12 | ||||
Share-based Payment Arrangement, Option, Exercise Price Range [Line Items] | ||||
Stock price (in usd per share) | $ 12 | $ 12 | ||
$12 | 57 months | ||||
Share-based Payment Arrangement, Option, Exercise Price Range [Line Items] | ||||
Exercise conversion rate of warrants (share per share) | 0.294 | 0.294 | ||
$12 | 54 months | ||||
Share-based Payment Arrangement, Option, Exercise Price Range [Line Items] | ||||
Exercise conversion rate of warrants (share per share) | 0.291 | 0.291 | ||
$12 | 51 months | ||||
Share-based Payment Arrangement, Option, Exercise Price Range [Line Items] | ||||
Exercise conversion rate of warrants (share per share) | 0.287 | 0.287 | ||
$12 | 48 months | ||||
Share-based Payment Arrangement, Option, Exercise Price Range [Line Items] | ||||
Exercise conversion rate of warrants (share per share) | 0.283 | 0.283 | ||
$12 | 45 months | ||||
Share-based Payment Arrangement, Option, Exercise Price Range [Line Items] | ||||
Exercise conversion rate of warrants (share per share) | 0.279 | 0.279 | ||
$12 | 42 months | ||||
Share-based Payment Arrangement, Option, Exercise Price Range [Line Items] | ||||
Exercise conversion rate of warrants (share per share) | 0.274 | 0.274 | ||
$12 | 39 months | ||||
Share-based Payment Arrangement, Option, Exercise Price Range [Line Items] | ||||
Exercise conversion rate of warrants (share per share) | 0.269 | 0.269 | ||
$12 | 36 months | ||||
Share-based Payment Arrangement, Option, Exercise Price Range [Line Items] | ||||
Exercise conversion rate of warrants (share per share) | 0.263 | 0.263 | ||
$12 | 33 months | ||||
Share-based Payment Arrangement, Option, Exercise Price Range [Line Items] | ||||
Exercise conversion rate of warrants (share per share) | 0.257 | 0.257 | ||
$12 | 30 months | ||||
Share-based Payment Arrangement, Option, Exercise Price Range [Line Items] | ||||
Exercise conversion rate of warrants (share per share) | 0.250 | 0.250 | ||
$12 | 27 months | ||||
Share-based Payment Arrangement, Option, Exercise Price Range [Line Items] | ||||
Exercise conversion rate of warrants (share per share) | 0.242 | 0.242 | ||
$12 | 24 months | ||||
Share-based Payment Arrangement, Option, Exercise Price Range [Line Items] | ||||
Exercise conversion rate of warrants (share per share) | 0.233 | 0.233 | ||
$12 | 21 months | ||||
Share-based Payment Arrangement, Option, Exercise Price Range [Line Items] | ||||
Exercise conversion rate of warrants (share per share) | 0.223 | 0.223 | ||
$12 | 18 months | ||||
Share-based Payment Arrangement, Option, Exercise Price Range [Line Items] | ||||
Exercise conversion rate of warrants (share per share) | 0.211 | 0.211 | ||
$12 | 15 months | ||||
Share-based Payment Arrangement, Option, Exercise Price Range [Line Items] | ||||
Exercise conversion rate of warrants (share per share) | 0.197 | 0.197 | ||
$12 | 12 months | ||||
Share-based Payment Arrangement, Option, Exercise Price Range [Line Items] | ||||
Exercise conversion rate of warrants (share per share) | 0.181 | 0.181 | ||
$12 | 9 months | ||||
Share-based Payment Arrangement, Option, Exercise Price Range [Line Items] | ||||
Exercise conversion rate of warrants (share per share) | 0.162 | 0.162 | ||
$12 | 6 months | ||||
Share-based Payment Arrangement, Option, Exercise Price Range [Line Items] | ||||
Exercise conversion rate of warrants (share per share) | 0.137 | 0.137 | ||
$12 | 3 months | ||||
Share-based Payment Arrangement, Option, Exercise Price Range [Line Items] | ||||
Exercise conversion rate of warrants (share per share) | 0.104 | 0.104 | ||
$12 | 0 months | ||||
Share-based Payment Arrangement, Option, Exercise Price Range [Line Items] | ||||
Exercise conversion rate of warrants (share per share) | 0.042 | 0.042 | ||
$13 | ||||
Share-based Payment Arrangement, Option, Exercise Price Range [Line Items] | ||||
Stock price (in usd per share) | $ 13 | $ 13 | ||
$13 | 57 months | ||||
Share-based Payment Arrangement, Option, Exercise Price Range [Line Items] | ||||
Exercise conversion rate of warrants (share per share) | 0.310 | 0.310 | ||
$13 | 54 months | ||||
Share-based Payment Arrangement, Option, Exercise Price Range [Line Items] | ||||
Exercise conversion rate of warrants (share per share) | 0.307 | 0.307 | ||
$13 | 51 months | ||||
Share-based Payment Arrangement, Option, Exercise Price Range [Line Items] | ||||
Exercise conversion rate of warrants (share per share) | 0.304 | 0.304 | ||
$13 | 48 months | ||||
Share-based Payment Arrangement, Option, Exercise Price Range [Line Items] | ||||
Exercise conversion rate of warrants (share per share) | 0.301 | 0.301 | ||
$13 | 45 months | ||||
Share-based Payment Arrangement, Option, Exercise Price Range [Line Items] | ||||
Exercise conversion rate of warrants (share per share) | 0.298 | 0.298 | ||
$13 | 42 months | ||||
Share-based Payment Arrangement, Option, Exercise Price Range [Line Items] | ||||
Exercise conversion rate of warrants (share per share) | 0.294 | 0.294 | ||
$13 | 39 months | ||||
Share-based Payment Arrangement, Option, Exercise Price Range [Line Items] | ||||
Exercise conversion rate of warrants (share per share) | 0.290 | 0.290 | ||
$13 | 36 months | ||||
Share-based Payment Arrangement, Option, Exercise Price Range [Line Items] | ||||
Exercise conversion rate of warrants (share per share) | 0.285 | 0.285 | ||
$13 | 33 months | ||||
Share-based Payment Arrangement, Option, Exercise Price Range [Line Items] | ||||
Exercise conversion rate of warrants (share per share) | 0.280 | 0.280 | ||
$13 | 30 months | ||||
Share-based Payment Arrangement, Option, Exercise Price Range [Line Items] | ||||
Exercise conversion rate of warrants (share per share) | 0.274 | 0.274 | ||
$13 | 27 months | ||||
Share-based Payment Arrangement, Option, Exercise Price Range [Line Items] | ||||
Exercise conversion rate of warrants (share per share) | 0.268 | 0.268 | ||
$13 | 24 months | ||||
Share-based Payment Arrangement, Option, Exercise Price Range [Line Items] | ||||
Exercise conversion rate of warrants (share per share) | 0.260 | 0.260 | ||
$13 | 21 months | ||||
Share-based Payment Arrangement, Option, Exercise Price Range [Line Items] | ||||
Exercise conversion rate of warrants (share per share) | 0.252 | 0.252 | ||
$13 | 18 months | ||||
Share-based Payment Arrangement, Option, Exercise Price Range [Line Items] | ||||
Exercise conversion rate of warrants (share per share) | 0.242 | 0.242 | ||
$13 | 15 months | ||||
Share-based Payment Arrangement, Option, Exercise Price Range [Line Items] | ||||
Exercise conversion rate of warrants (share per share) | 0.230 | 0.230 | ||
$13 | 12 months | ||||
Share-based Payment Arrangement, Option, Exercise Price Range [Line Items] | ||||
Exercise conversion rate of warrants (share per share) | 0.216 | 0.216 | ||
$13 | 9 months | ||||
Share-based Payment Arrangement, Option, Exercise Price Range [Line Items] | ||||
Exercise conversion rate of warrants (share per share) | 0.199 | 0.199 | ||
$13 | 6 months | ||||
Share-based Payment Arrangement, Option, Exercise Price Range [Line Items] | ||||
Exercise conversion rate of warrants (share per share) | 0.178 | 0.178 | ||
$13 | 3 months | ||||
Share-based Payment Arrangement, Option, Exercise Price Range [Line Items] | ||||
Exercise conversion rate of warrants (share per share) | 0.150 | 0.150 | ||
$13 | 0 months | ||||
Share-based Payment Arrangement, Option, Exercise Price Range [Line Items] | ||||
Exercise conversion rate of warrants (share per share) | 0.115 | 0.115 | ||
$14 | ||||
Share-based Payment Arrangement, Option, Exercise Price Range [Line Items] | ||||
Stock price (in usd per share) | $ 14 | $ 14 | ||
$14 | 57 months | ||||
Share-based Payment Arrangement, Option, Exercise Price Range [Line Items] | ||||
Exercise conversion rate of warrants (share per share) | 0.324 | 0.324 | ||
$14 | 54 months | ||||
Share-based Payment Arrangement, Option, Exercise Price Range [Line Items] | ||||
Exercise conversion rate of warrants (share per share) | 0.322 | 0.322 | ||
$14 | 51 months | ||||
Share-based Payment Arrangement, Option, Exercise Price Range [Line Items] | ||||
Exercise conversion rate of warrants (share per share) | 0.320 | 0.320 | ||
$14 | 48 months | ||||
Share-based Payment Arrangement, Option, Exercise Price Range [Line Items] | ||||
Exercise conversion rate of warrants (share per share) | 0.317 | 0.317 | ||
$14 | 45 months | ||||
Share-based Payment Arrangement, Option, Exercise Price Range [Line Items] | ||||
Exercise conversion rate of warrants (share per share) | 0.315 | 0.315 | ||
$14 | 42 months | ||||
Share-based Payment Arrangement, Option, Exercise Price Range [Line Items] | ||||
Exercise conversion rate of warrants (share per share) | 0.312 | 0.312 | ||
$14 | 39 months | ||||
Share-based Payment Arrangement, Option, Exercise Price Range [Line Items] | ||||
Exercise conversion rate of warrants (share per share) | 0.309 | 0.309 | ||
$14 | 36 months | ||||
Share-based Payment Arrangement, Option, Exercise Price Range [Line Items] | ||||
Exercise conversion rate of warrants (share per share) | 0.305 | 0.305 | ||
$14 | 33 months | ||||
Share-based Payment Arrangement, Option, Exercise Price Range [Line Items] | ||||
Exercise conversion rate of warrants (share per share) | 0.301 | 0.301 | ||
$14 | 30 months | ||||
Share-based Payment Arrangement, Option, Exercise Price Range [Line Items] | ||||
Exercise conversion rate of warrants (share per share) | 0.297 | 0.297 | ||
$14 | 27 months | ||||
Share-based Payment Arrangement, Option, Exercise Price Range [Line Items] | ||||
Exercise conversion rate of warrants (share per share) | 0.291 | 0.291 | ||
$14 | 24 months | ||||
Share-based Payment Arrangement, Option, Exercise Price Range [Line Items] | ||||
Exercise conversion rate of warrants (share per share) | 0.285 | 0.285 | ||
$14 | 21 months | ||||
Share-based Payment Arrangement, Option, Exercise Price Range [Line Items] | ||||
Exercise conversion rate of warrants (share per share) | 0.279 | 0.279 | ||
$14 | 18 months | ||||
Share-based Payment Arrangement, Option, Exercise Price Range [Line Items] | ||||
Exercise conversion rate of warrants (share per share) | 0.271 | 0.271 | ||
$14 | 15 months | ||||
Share-based Payment Arrangement, Option, Exercise Price Range [Line Items] | ||||
Exercise conversion rate of warrants (share per share) | 0.262 | 0.262 | ||
$14 | 12 months | ||||
Share-based Payment Arrangement, Option, Exercise Price Range [Line Items] | ||||
Exercise conversion rate of warrants (share per share) | 0.250 | 0.250 | ||
$14 | 9 months | ||||
Share-based Payment Arrangement, Option, Exercise Price Range [Line Items] | ||||
Exercise conversion rate of warrants (share per share) | 0.237 | 0.237 | ||
$14 | 6 months | ||||
Share-based Payment Arrangement, Option, Exercise Price Range [Line Items] | ||||
Exercise conversion rate of warrants (share per share) | 0.219 | 0.219 | ||
$14 | 3 months | ||||
Share-based Payment Arrangement, Option, Exercise Price Range [Line Items] | ||||
Exercise conversion rate of warrants (share per share) | 0.197 | 0.197 | ||
$14 | 0 months | ||||
Share-based Payment Arrangement, Option, Exercise Price Range [Line Items] | ||||
Exercise conversion rate of warrants (share per share) | 0.179 | 0.179 | ||
$15 | ||||
Share-based Payment Arrangement, Option, Exercise Price Range [Line Items] | ||||
Stock price (in usd per share) | $ 15 | $ 15 | ||
$15 | 57 months | ||||
Share-based Payment Arrangement, Option, Exercise Price Range [Line Items] | ||||
Exercise conversion rate of warrants (share per share) | 0.337 | 0.337 | ||
$15 | 54 months | ||||
Share-based Payment Arrangement, Option, Exercise Price Range [Line Items] | ||||
Exercise conversion rate of warrants (share per share) | 0.335 | 0.335 | ||
$15 | 51 months | ||||
Share-based Payment Arrangement, Option, Exercise Price Range [Line Items] | ||||
Exercise conversion rate of warrants (share per share) | 0.333 | 0.333 | ||
$15 | 48 months | ||||
Share-based Payment Arrangement, Option, Exercise Price Range [Line Items] | ||||
Exercise conversion rate of warrants (share per share) | 0.332 | 0.332 | ||
$15 | 45 months | ||||
Share-based Payment Arrangement, Option, Exercise Price Range [Line Items] | ||||
Exercise conversion rate of warrants (share per share) | 0.330 | 0.330 | ||
$15 | 42 months | ||||
Share-based Payment Arrangement, Option, Exercise Price Range [Line Items] | ||||
Exercise conversion rate of warrants (share per share) | 0.328 | 0.328 | ||
$15 | 39 months | ||||
Share-based Payment Arrangement, Option, Exercise Price Range [Line Items] | ||||
Exercise conversion rate of warrants (share per share) | 0.325 | 0.325 | ||
$15 | 36 months | ||||
Share-based Payment Arrangement, Option, Exercise Price Range [Line Items] | ||||
Exercise conversion rate of warrants (share per share) | 0.323 | 0.323 | ||
$15 | 33 months | ||||
Share-based Payment Arrangement, Option, Exercise Price Range [Line Items] | ||||
Exercise conversion rate of warrants (share per share) | 0.320 | 0.320 | ||
$15 | 30 months | ||||
Share-based Payment Arrangement, Option, Exercise Price Range [Line Items] | ||||
Exercise conversion rate of warrants (share per share) | 0.316 | 0.316 | ||
$15 | 27 months | ||||
Share-based Payment Arrangement, Option, Exercise Price Range [Line Items] | ||||
Exercise conversion rate of warrants (share per share) | 0.313 | 0.313 | ||
$15 | 24 months | ||||
Share-based Payment Arrangement, Option, Exercise Price Range [Line Items] | ||||
Exercise conversion rate of warrants (share per share) | 0.308 | 0.308 | ||
$15 | 21 months | ||||
Share-based Payment Arrangement, Option, Exercise Price Range [Line Items] | ||||
Exercise conversion rate of warrants (share per share) | 0.304 | 0.304 | ||
$15 | 18 months | ||||
Share-based Payment Arrangement, Option, Exercise Price Range [Line Items] | ||||
Exercise conversion rate of warrants (share per share) | 0.298 | 0.298 | ||
$15 | 15 months | ||||
Share-based Payment Arrangement, Option, Exercise Price Range [Line Items] | ||||
Exercise conversion rate of warrants (share per share) | 0.291 | 0.291 | ||
$15 | 12 months | ||||
Share-based Payment Arrangement, Option, Exercise Price Range [Line Items] | ||||
Exercise conversion rate of warrants (share per share) | 0.282 | 0.282 | ||
$15 | 9 months | ||||
Share-based Payment Arrangement, Option, Exercise Price Range [Line Items] | ||||
Exercise conversion rate of warrants (share per share) | 0.272 | 0.272 | ||
$15 | 6 months | ||||
Share-based Payment Arrangement, Option, Exercise Price Range [Line Items] | ||||
Exercise conversion rate of warrants (share per share) | 0.259 | 0.259 | ||
$15 | 3 months | ||||
Share-based Payment Arrangement, Option, Exercise Price Range [Line Items] | ||||
Exercise conversion rate of warrants (share per share) | 0.243 | 0.243 | ||
$15 | 0 months | ||||
Share-based Payment Arrangement, Option, Exercise Price Range [Line Items] | ||||
Exercise conversion rate of warrants (share per share) | 0.233 | 0.233 | ||
$16 | ||||
Share-based Payment Arrangement, Option, Exercise Price Range [Line Items] | ||||
Stock price (in usd per share) | $ 16 | $ 16 | ||
$16 | 57 months | ||||
Share-based Payment Arrangement, Option, Exercise Price Range [Line Items] | ||||
Exercise conversion rate of warrants (share per share) | 0.348 | 0.348 | ||
$16 | 54 months | ||||
Share-based Payment Arrangement, Option, Exercise Price Range [Line Items] | ||||
Exercise conversion rate of warrants (share per share) | 0.347 | 0.347 | ||
$16 | 51 months | ||||
Share-based Payment Arrangement, Option, Exercise Price Range [Line Items] | ||||
Exercise conversion rate of warrants (share per share) | 0.346 | 0.346 | ||
$16 | 48 months | ||||
Share-based Payment Arrangement, Option, Exercise Price Range [Line Items] | ||||
Exercise conversion rate of warrants (share per share) | 0.344 | 0.344 | ||
$16 | 45 months | ||||
Share-based Payment Arrangement, Option, Exercise Price Range [Line Items] | ||||
Exercise conversion rate of warrants (share per share) | 0.343 | 0.343 | ||
$16 | 42 months | ||||
Share-based Payment Arrangement, Option, Exercise Price Range [Line Items] | ||||
Exercise conversion rate of warrants (share per share) | 0.342 | 0.342 | ||
$16 | 39 months | ||||
Share-based Payment Arrangement, Option, Exercise Price Range [Line Items] | ||||
Exercise conversion rate of warrants (share per share) | 0.340 | 0.340 | ||
$16 | 36 months | ||||
Share-based Payment Arrangement, Option, Exercise Price Range [Line Items] | ||||
Exercise conversion rate of warrants (share per share) | 0.339 | 0.339 | ||
$16 | 33 months | ||||
Share-based Payment Arrangement, Option, Exercise Price Range [Line Items] | ||||
Exercise conversion rate of warrants (share per share) | 0.337 | 0.337 | ||
$16 | 30 months | ||||
Share-based Payment Arrangement, Option, Exercise Price Range [Line Items] | ||||
Exercise conversion rate of warrants (share per share) | 0.335 | 0.335 | ||
$16 | 27 months | ||||
Share-based Payment Arrangement, Option, Exercise Price Range [Line Items] | ||||
Exercise conversion rate of warrants (share per share) | 0.332 | 0.332 | ||
$16 | 24 months | ||||
Share-based Payment Arrangement, Option, Exercise Price Range [Line Items] | ||||
Exercise conversion rate of warrants (share per share) | 0.329 | 0.329 | ||
$16 | 21 months | ||||
Share-based Payment Arrangement, Option, Exercise Price Range [Line Items] | ||||
Exercise conversion rate of warrants (share per share) | 0.326 | 0.326 | ||
$16 | 18 months | ||||
Share-based Payment Arrangement, Option, Exercise Price Range [Line Items] | ||||
Exercise conversion rate of warrants (share per share) | 0.322 | 0.322 | ||
$16 | 15 months | ||||
Share-based Payment Arrangement, Option, Exercise Price Range [Line Items] | ||||
Exercise conversion rate of warrants (share per share) | 0.317 | 0.317 | ||
$16 | 12 months | ||||
Share-based Payment Arrangement, Option, Exercise Price Range [Line Items] | ||||
Exercise conversion rate of warrants (share per share) | 0.312 | 0.312 | ||
$16 | 9 months | ||||
Share-based Payment Arrangement, Option, Exercise Price Range [Line Items] | ||||
Exercise conversion rate of warrants (share per share) | 0.305 | 0.305 | ||
$16 | 6 months | ||||
Share-based Payment Arrangement, Option, Exercise Price Range [Line Items] | ||||
Exercise conversion rate of warrants (share per share) | 0.296 | 0.296 | ||
$16 | 3 months | ||||
Share-based Payment Arrangement, Option, Exercise Price Range [Line Items] | ||||
Exercise conversion rate of warrants (share per share) | 0.286 | 0.286 | ||
$16 | 0 months | ||||
Share-based Payment Arrangement, Option, Exercise Price Range [Line Items] | ||||
Exercise conversion rate of warrants (share per share) | 0.281 | 0.281 | ||
$17 | ||||
Share-based Payment Arrangement, Option, Exercise Price Range [Line Items] | ||||
Stock price (in usd per share) | $ 17 | $ 17 | ||
$17 | 57 months | ||||
Share-based Payment Arrangement, Option, Exercise Price Range [Line Items] | ||||
Exercise conversion rate of warrants (share per share) | 0.358 | 0.358 | ||
$17 | 54 months | ||||
Share-based Payment Arrangement, Option, Exercise Price Range [Line Items] | ||||
Exercise conversion rate of warrants (share per share) | 0.357 | 0.357 | ||
$17 | 51 months | ||||
Share-based Payment Arrangement, Option, Exercise Price Range [Line Items] | ||||
Exercise conversion rate of warrants (share per share) | 0.357 | 0.357 | ||
$17 | 48 months | ||||
Share-based Payment Arrangement, Option, Exercise Price Range [Line Items] | ||||
Exercise conversion rate of warrants (share per share) | 0.356 | 0.356 | ||
$17 | 45 months | ||||
Share-based Payment Arrangement, Option, Exercise Price Range [Line Items] | ||||
Exercise conversion rate of warrants (share per share) | 0.356 | 0.356 | ||
$17 | 42 months | ||||
Share-based Payment Arrangement, Option, Exercise Price Range [Line Items] | ||||
Exercise conversion rate of warrants (share per share) | 0.355 | 0.355 | ||
$17 | 39 months | ||||
Share-based Payment Arrangement, Option, Exercise Price Range [Line Items] | ||||
Exercise conversion rate of warrants (share per share) | 0.354 | 0.354 | ||
$17 | 36 months | ||||
Share-based Payment Arrangement, Option, Exercise Price Range [Line Items] | ||||
Exercise conversion rate of warrants (share per share) | 0.353 | 0.353 | ||
$17 | 33 months | ||||
Share-based Payment Arrangement, Option, Exercise Price Range [Line Items] | ||||
Exercise conversion rate of warrants (share per share) | 0.352 | 0.352 | ||
$17 | 30 months | ||||
Share-based Payment Arrangement, Option, Exercise Price Range [Line Items] | ||||
Exercise conversion rate of warrants (share per share) | 0.351 | 0.351 | ||
$17 | 27 months | ||||
Share-based Payment Arrangement, Option, Exercise Price Range [Line Items] | ||||
Exercise conversion rate of warrants (share per share) | 0.350 | 0.350 | ||
$17 | 24 months | ||||
Share-based Payment Arrangement, Option, Exercise Price Range [Line Items] | ||||
Exercise conversion rate of warrants (share per share) | 0.348 | 0.348 | ||
$17 | 21 months | ||||
Share-based Payment Arrangement, Option, Exercise Price Range [Line Items] | ||||
Exercise conversion rate of warrants (share per share) | 0.347 | 0.347 | ||
$17 | 18 months | ||||
Share-based Payment Arrangement, Option, Exercise Price Range [Line Items] | ||||
Exercise conversion rate of warrants (share per share) | 0.345 | 0.345 | ||
$17 | 15 months | ||||
Share-based Payment Arrangement, Option, Exercise Price Range [Line Items] | ||||
Exercise conversion rate of warrants (share per share) | 0.342 | 0.342 | ||
$17 | 12 months | ||||
Share-based Payment Arrangement, Option, Exercise Price Range [Line Items] | ||||
Exercise conversion rate of warrants (share per share) | 0.339 | 0.339 | ||
$17 | 9 months | ||||
Share-based Payment Arrangement, Option, Exercise Price Range [Line Items] | ||||
Exercise conversion rate of warrants (share per share) | 0.336 | 0.336 | ||
$17 | 6 months | ||||
Share-based Payment Arrangement, Option, Exercise Price Range [Line Items] | ||||
Exercise conversion rate of warrants (share per share) | 0.331 | 0.331 | ||
$17 | 3 months | ||||
Share-based Payment Arrangement, Option, Exercise Price Range [Line Items] | ||||
Exercise conversion rate of warrants (share per share) | 0.326 | 0.326 | ||
$17 | 0 months | ||||
Share-based Payment Arrangement, Option, Exercise Price Range [Line Items] | ||||
Exercise conversion rate of warrants (share per share) | 0.323 | 0.323 | ||
$18 | ||||
Share-based Payment Arrangement, Option, Exercise Price Range [Line Items] | ||||
Stock price (in usd per share) | $ 18 | $ 18 | ||
$18 | 57 months | ||||
Share-based Payment Arrangement, Option, Exercise Price Range [Line Items] | ||||
Exercise conversion rate of warrants (share per share) | 0.365 | 0.365 | ||
$18 | 54 months | ||||
Share-based Payment Arrangement, Option, Exercise Price Range [Line Items] | ||||
Exercise conversion rate of warrants (share per share) | 0.365 | 0.365 | ||
$18 | 51 months | ||||
Share-based Payment Arrangement, Option, Exercise Price Range [Line Items] | ||||
Exercise conversion rate of warrants (share per share) | 0.365 | 0.365 | ||
$18 | 48 months | ||||
Share-based Payment Arrangement, Option, Exercise Price Range [Line Items] | ||||
Exercise conversion rate of warrants (share per share) | 0.365 | 0.365 | ||
$18 | 45 months | ||||
Share-based Payment Arrangement, Option, Exercise Price Range [Line Items] | ||||
Exercise conversion rate of warrants (share per share) | 0.365 | 0.365 | ||
$18 | 42 months | ||||
Share-based Payment Arrangement, Option, Exercise Price Range [Line Items] | ||||
Exercise conversion rate of warrants (share per share) | 0.364 | 0.364 | ||
$18 | 39 months | ||||
Share-based Payment Arrangement, Option, Exercise Price Range [Line Items] | ||||
Exercise conversion rate of warrants (share per share) | 0.364 | 0.364 | ||
$18 | 36 months | ||||
Share-based Payment Arrangement, Option, Exercise Price Range [Line Items] | ||||
Exercise conversion rate of warrants (share per share) | 0.364 | 0.364 | ||
$18 | 33 months | ||||
Share-based Payment Arrangement, Option, Exercise Price Range [Line Items] | ||||
Exercise conversion rate of warrants (share per share) | 0.364 | 0.364 | ||
$18 | 30 months | ||||
Share-based Payment Arrangement, Option, Exercise Price Range [Line Items] | ||||
Exercise conversion rate of warrants (share per share) | 0.364 | 0.364 | ||
$18 | 27 months | ||||
Share-based Payment Arrangement, Option, Exercise Price Range [Line Items] | ||||
Exercise conversion rate of warrants (share per share) | 0.364 | 0.364 | ||
$18 | 24 months | ||||
Share-based Payment Arrangement, Option, Exercise Price Range [Line Items] | ||||
Exercise conversion rate of warrants (share per share) | 0.364 | 0.364 | ||
$18 | 21 months | ||||
Share-based Payment Arrangement, Option, Exercise Price Range [Line Items] | ||||
Exercise conversion rate of warrants (share per share) | 0.364 | 0.364 | ||
$18 | 18 months | ||||
Share-based Payment Arrangement, Option, Exercise Price Range [Line Items] | ||||
Exercise conversion rate of warrants (share per share) | 0.363 | 0.363 | ||
$18 | 15 months | ||||
Share-based Payment Arrangement, Option, Exercise Price Range [Line Items] | ||||
Exercise conversion rate of warrants (share per share) | 0.363 | 0.363 | ||
$18 | 12 months | ||||
Share-based Payment Arrangement, Option, Exercise Price Range [Line Items] | ||||
Exercise conversion rate of warrants (share per share) | 0.363 | 0.363 | ||
$18 | 9 months | ||||
Share-based Payment Arrangement, Option, Exercise Price Range [Line Items] | ||||
Exercise conversion rate of warrants (share per share) | 0.362 | 0.362 | ||
$18 | 6 months | ||||
Share-based Payment Arrangement, Option, Exercise Price Range [Line Items] | ||||
Exercise conversion rate of warrants (share per share) | 0.362 | 0.362 | ||
$18 | 3 months | ||||
Share-based Payment Arrangement, Option, Exercise Price Range [Line Items] | ||||
Exercise conversion rate of warrants (share per share) | 0.361 | 0.361 | ||
$18 | 0 months | ||||
Share-based Payment Arrangement, Option, Exercise Price Range [Line Items] | ||||
Exercise conversion rate of warrants (share per share) | 0.361 | 0.361 |
Stockholders' Equity - Schedu_2
Stockholders' Equity - Schedule of Stock Reserved for Issuance (Details) - shares | Dec. 31, 2019 | Dec. 31, 2018 |
Class of Stock [Line Items] | ||
Class A-1 Common Stock reserved for issuance | 29,710,007 | 8,898,261 |
Warrants | ||
Class of Stock [Line Items] | ||
Class A-1 Common Stock reserved for issuance | 22,333,308 | 3,275,704 |
Warrants | Options | ||
Class of Stock [Line Items] | ||
Class A-1 Common Stock reserved for issuance | 2,376,700 | 5,622,557 |
Warrants | Class A-2 Common Stock | ||
Class of Stock [Line Items] | ||
Class A-1 Common Stock reserved for issuance | 4,999,999 | 0 |
Video Gaming Terminal Fees (Det
Video Gaming Terminal Fees (Details) - USD ($) $ in Millions | 12 Months Ended | ||||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | Aug. 01, 2018 | Jul. 31, 2018 | |
Video Gaming Terminal Fees [Abstract] | |||||
Administrative fee, percentage payable to third-party | 0.8513% | 0.7275% | |||
Video gaming terminal fees, tax and administrative fee | $ 133.2 | $ 99.1 | $ 73.8 | ||
Licensed video gaming location net terminal income share | $ 138.8 | $ 111.4 | $ 83.2 |
Employee Benefit Plans (Details
Employee Benefit Plans (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Defined Contribution Plan Disclosure [Line Items] | |||
Annual vesting percentage | 20.00% | ||
Employer matching contribution, percentage | 50.00% | ||
Employer matching contribution, percent of employee's pay | 5.00% | ||
401(k) benefit plan expense | $ 0.6 | $ 0.5 | $ 0.2 |
Bonus expense | 2.1 | 1.8 | $ 1.6 |
Accrued bonuses | $ 1.7 | $ 1.3 | |
20 percent vested | |||
Defined Contribution Plan Disclosure [Line Items] | |||
Vesting period | 6 years | ||
Fully vested | |||
Defined Contribution Plan Disclosure [Line Items] | |||
Vesting period | 2 years |
Stock-based Compensation - Narr
Stock-based Compensation - Narrative (Details) - USD ($) $ / shares in Units, $ in Millions | 1 Months Ended | 3 Months Ended | 6 Months Ended | 12 Months Ended | |||||
Jan. 31, 2020 | Jun. 30, 2020 | Jun. 30, 2019 | Jun. 30, 2020 | Jun. 30, 2019 | Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||
Maximum percentage of common stock outstanding allowed for awards | 10.00% | ||||||||
Options granted (in shares) | 0 | 108,288 | 612,771 | ||||||
Stock option compensation expense | $ 1.3 | $ 0.1 | $ 2.4 | $ 0.3 | |||||
Number of shares outstanding which vested (in shares) | 1,228,399 | 3,832,424 | 4,122,910 | 4,512,952 | |||||
Fair value of vested options | $ 1.2 | $ 0.6 | $ 0.8 | ||||||
Unrecognized compensation expense | $ 0.9 | $ 0.9 | |||||||
Weighted-average exercise price of non-vested awards (in usd per share) | $ 2.86 | $ 2.52 | |||||||
Weighted-average remaining contractual term of vested awards | 1 year 10 months 24 days | 3 years 2 months 12 days | |||||||
Weighted-average remaining contractual term of outstanding awards | 2 years 8 months 12 days | 2 years 9 months 18 days | |||||||
Intrinsic value of options exercised | $ 20.7 | $ 4.4 | 1.7 | ||||||
Excess tax benefits from share based compensation | $ (0.1) | $ 1 | $ 0.1 | ||||||
Key Employees | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||
Number of shares outstanding which vested (in shares) | 80,098 | 1,137,176 | |||||||
Weighted-average remaining contractual term | 1 year 10 months 24 days | 3 years 2 months 12 days | |||||||
Options | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||
Vesting period | 5 years | ||||||||
Percentage of fair market value of common stock (not less than) | 100.00% | ||||||||
Award termination period | 10 years | 10 years | |||||||
Stock option compensation expense | $ 2.2 | $ 0.5 | $ 0.8 | ||||||
Options | Minimum | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||
Vesting period | 3 years | 3 years | |||||||
Options | Maximum | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||
Vesting period | 5 years | 5 years | |||||||
RSUs | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||
Fair value of equity instruments granted during period | $ 20.2 | ||||||||
Equity instruments granted during period (in shares) | 1,300,000 | ||||||||
RSUs | Employee | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||
Vesting period | 5 years | ||||||||
RSUs | Minimum | Director | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||
Vesting period | 6 months | ||||||||
RSUs | Maximum | Director | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||
Vesting period | 1 year | ||||||||
Class A-1 Common Stock | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||
Vesting period | 5 years | ||||||||
Options granted (in shares) | 1,200,000 | ||||||||
Class A-1 Common Stock | Options | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||
Shares authorized for issuance (in shares) | 6,000,000 |
Stock-based Compensation - Sche
Stock-based Compensation - Schedule of Assumptions for Options Granted (Details) - $ / shares | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Granted (in shares) | 0 | 108,288 | 612,771 |
Options | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Expected approximate volatility | 0.00% | 35.00% | 35.00% |
Expected dividends | 0.00% | 0.00% | 0.00% |
Expected term (in years) | 0 years | 5 years | |
Risk-free rate | 0.00% | ||
Risk-free rate, minimum | 2.41% | 1.81% | |
Risk-free rate, maximum | 2.62% | 2.18% | |
Stock price (in usd per share) | $ 0 | ||
Options | Minimum | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Expected term (in years) | 3 years | ||
Stock price (in usd per share) | $ 4 | $ 3 | |
Options | Maximum | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Expected term (in years) | 5 years | ||
Stock price (in usd per share) | $ 5 | $ 4 |
Stock-based Compensation - Summ
Stock-based Compensation - Summary of Options Granted and Range in Vesting Periods (Details) - shares | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Options granted (in shares) | 0 | 108,288 | 612,771 |
Options | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Vesting period | 5 years | ||
Options | Minimum | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Vesting period | 3 years | 3 years | |
Options | Maximum | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Vesting period | 5 years | 5 years |
Stock-based Compensation - Sc_2
Stock-based Compensation - Schedule of Vested Stock Options (Details) - $ / shares | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Shares | |||
Number of shares outstanding (in shares) | 3,832,424 | 4,122,910 | 4,512,952 |
Granted (in shares) | 0 | 108,288 | 612,771 |
Exercised (in shares) | (2,590,274) | (284,642) | (867,024) |
Forfeited/expired (in shares) | (13,751) | (114,132) | (135,789) |
Number of shares outstanding (in shares) | 1,228,399 | 3,832,424 | 4,122,910 |
Weighted Average Grant Date Fair Value | |||
Weighted average grant date fair value, outstanding (in usd per share) | $ 0.73 | $ 0.69 | $ 0.60 |
Granted (in usd per share) | 0 | 1.73 | 1.27 |
Exercised (in usd per share) | 0.62 | 0.40 | 0.59 |
Forfeited/expired (in usd per share) | 0.77 | 1.03 | 0.96 |
Weighted average grant date fair value, outstanding (in usd per share) | 0.96 | 0.73 | 0.69 |
Weighted Average Exercise Price | |||
Weighted average exercise price, outstanding (in usd per share) | 2.16 | 2.03 | 1.75 |
Granted (in usd per share) | 0 | 5.10 | 3.72 |
Exercised (in usd per share) | 1.84 | 1.15 | 1.62 |
Forfeited/expired (in usd per share) | 2.33 | 2.96 | 2.73 |
Weighted average exercise price, outstanding (in usd per share) | $ 2.91 | $ 2.16 | $ 2.03 |
Stock-based Compensation - Su_2
Stock-based Compensation - Summary of Nonvested Stock Options (Details) - $ / shares | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Shares | |||
Number of shares outstanding (in shares) | 1,709,589 | 2,735,572 | 3,639,156 |
Granted (in shares) | 0 | 108,288 | 612,771 |
Vested (in shares) | (547,537) | (1,032,910) | (1,380,566) |
Forfeited (in shares) | (13,751) | (101,361) | (135,789) |
Number of shares outstanding (in shares) | 1,148,301 | 1,709,589 | 2,735,572 |
Weighted Average Grant Date Fair Value | |||
Weighted average grant date fair value, outstanding (in usd per share) | $ 0.82 | $ 0.73 | $ 0.60 |
Granted (in usd per share) | 0 | 1.73 | 1.27 |
Vested (in usd per share) | 0.85 | 0.62 | 0.60 |
Forfeited (in usd per share) | 0.77 | 1.07 | 0.96 |
Weighted average grant date fair value, outstanding (in usd per share) | $ 0.95 | $ 0.82 | $ 0.73 |
Income Taxes - Narrative (Detai
Income Taxes - Narrative (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | 12 Months Ended | ||||
Jun. 30, 2020 | Jun. 30, 2019 | Jun. 30, 2020 | Jun. 30, 2019 | Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Income Tax Disclosure [Abstract] | |||||||
Income tax expense | $ (5,055) | $ 1,771 | $ (5,194) | $ 3,449 | $ 5,199 | $ 4,422 | $ 1,754 |
Income tax benefit due to revaluation of deferred tax assets and liabilities | $ 1,800 | ||||||
Tax credit carryforward | $ 500 | $ 300 | |||||
Effect income tax rate | 19.20% | 29.00% | 18.30% | 29.30% |
Income Taxes - Schedule of Comp
Income Taxes - Schedule of Components of Income Tax Expense (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | 12 Months Ended | ||||
Jun. 30, 2020 | Jun. 30, 2019 | Jun. 30, 2020 | Jun. 30, 2019 | Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Current provision | |||||||
Federal | $ (85) | $ (100) | $ 173 | ||||
State | 43 | 222 | 62 | ||||
Total current provision | (42) | 122 | 235 | ||||
Deferred provision | |||||||
Federal | 3,740 | 3,256 | 955 | ||||
State | 1,501 | 1,044 | 564 | ||||
Total deferred provision | 5,241 | 4,300 | 1,519 | ||||
Total income tax expense | $ (5,055) | $ 1,771 | $ (5,194) | $ 3,449 | $ 5,199 | $ 4,422 | $ 1,754 |
Income Taxes - Reconciliation o
Income Taxes - Reconciliation of Expected Income Taxes (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | 12 Months Ended | ||||
Jun. 30, 2020 | Jun. 30, 2019 | Jun. 30, 2020 | Jun. 30, 2019 | Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Income Tax Disclosure [Abstract] | |||||||
Computed “expected” tax (benefit) expense | $ (139) | $ 3,197 | $ 3,422 | ||||
Increase (decrease) in income taxes resulting from: | |||||||
State income taxes | 1,535 | 1,219 | 2 | ||||
Return-to-provision | 49 | 0 | 0 | ||||
Permanent items | 4,054 | (264) | 190 | ||||
Enacted rate change | 0 | 0 | (1,755) | ||||
Other | (300) | 270 | (105) | ||||
Total income tax expense | $ (5,055) | $ 1,771 | $ (5,194) | $ 3,449 | $ 5,199 | $ 4,422 | $ 1,754 |
Income Taxes - Schedule of Defe
Income Taxes - Schedule of Deferred Tax Assets and Liabilities (Details) - USD ($) $ in Thousands | Dec. 31, 2019 | Dec. 31, 2018 |
Deferred tax assets: | ||
Net operating loss carryforwards | $ 6,633 | $ 4,192 |
Location contracts acquired | 4,699 | 1,887 |
Other | 260 | 1,032 |
Total deferred tax assets | 11,592 | 7,111 |
Deferred tax liabilities: | ||
Property and equipment | 24,568 | 16,006 |
Deferred tax liabilities, net | $ (12,976) | $ (8,895) |
Income Taxes - Summary of Carry
Income Taxes - Summary of Carryforwards of Net Operating Losses (Details) - USD ($) $ in Thousands | Dec. 31, 2019 | Dec. 31, 2018 |
Federal net operating losses | ||
Operating Loss Carryforwards [Line Items] | ||
Operating loss carryforwards | $ 27,873 | $ 17,942 |
State net operating losses | ||
Operating Loss Carryforwards [Line Items] | ||
Operating loss carryforwards | $ 14,454 | $ 5,655 |
Commitments and Contingencies -
Commitments and Contingencies - Narrative (Details) | Jul. 02, 2019USD ($) | Jun. 30, 2020locationdefendent | Dec. 31, 2019USD ($)locationdefendent | Dec. 31, 2018USD ($)locationshares | Dec. 31, 2017USD ($)locationshares | Jun. 30, 2019location |
Loss Contingencies [Line Items] | ||||||
Rent expense | $ 300,000 | $ 300,000 | $ 400,000 | |||
Number of defendant establishments | defendent | 10 | 10 | ||||
Number of video gaming locations | location | 2,335 | 2,312 | 1,686 | 1,762 | ||
Note receivable issued to stockholder | (975,000) | |||||
Loss due to settlement agreements | $ 400,000 | |||||
Illinois Gold Rush, Inc. vs. The Company | ||||||
Loss Contingencies [Line Items] | ||||||
Settlement amount paid | $ 3,500,000 | |||||
Number of video gaming locations | location | 4 | |||||
Decrease in location contract assets | $ 1,000,000 | |||||
Illinois Gold Rush, Inc. vs. The Company | Class A Common Stock | ||||||
Loss Contingencies [Line Items] | ||||||
Number of shares issued in settlement (in shares) | shares | 32,745 | |||||
Settlement of notes receivable (in shares) | shares | (46,667) | |||||
Illinois Gold Rush, Inc. vs. The Company | Stockholder Note Receivable | ||||||
Loss Contingencies [Line Items] | ||||||
Note receivable issued to stockholder | $ 3,300,000 | |||||
Illinois Gold Rush, Inc. vs. The Company | Treasury Stock | ||||||
Loss Contingencies [Line Items] | ||||||
Settlement of notes receivable (in shares) | shares | 46,667 | |||||
Illinois Gaming Investors, LLC vs. The Company | ||||||
Loss Contingencies [Line Items] | ||||||
Damages sought | $ 10,000,000 |
Commitments and Contingencies_2
Commitments and Contingencies - Schedule of Future Minimum Payments (Details) $ in Thousands | Dec. 31, 2019USD ($) |
Commitments and Contingencies Disclosure [Abstract] | |
2020 | $ 273 |
2021 | 142 |
2022 | 104 |
2023 | 65 |
2024 | 0 |
Total | $ 584 |
Related-Party Transactions (Det
Related-Party Transactions (Details) - USD ($) | Nov. 20, 2019 | Dec. 31, 2019 | Sep. 30, 2019 | Jun. 30, 2020 | Jun. 30, 2019 | Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Related Party Transaction [Line Items] | |||||||||
Payments on consideration payable | $ 4,004,000 | $ 452,000 | $ 2,321,000 | $ 814,000 | $ 351,000 | ||||
Net equity infusion from reverse recapitalization | $ 29,300,000 | 29,262,000 | 10,794,000 | ||||||
Professional service fees paid by shareholder | 2,891,000 | 0 | 0 | ||||||
Officer and Shareholder | |||||||||
Related Party Transaction [Line Items] | |||||||||
Stockholder notes receivable | 1,462,779 | ||||||||
Tax benefit due from officer and shareholder | 500,000 | ||||||||
Additional Paid-In Capital | |||||||||
Related Party Transaction [Line Items] | |||||||||
Net equity infusion from reverse recapitalization | [1] | 21,847,000 | 10,670,000 | ||||||
Consideration Payable to Previous Sellers in Business Acquisitions | Fair Share Seller | Director | |||||||||
Related Party Transaction [Line Items] | |||||||||
Contingent consideration | $ 2,000,000 | 1,700,000 | 2,000,000 | 1,000,000 | |||||
Payments on consideration payable | 200,000 | 400,000 | 900,000 | ||||||
Consideration Payable to Previous Sellers in Business Acquisitions | Fair Share Seller | Employee | |||||||||
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 | 3,100,000 | 400,000 | 3,100,000 | 1,000,000 | |||||
Payments on consideration payable | 2,500,000 | 0 | 400,000 | 0 | |||||
Legal Fees for General Legal and Business Matters | Much Shelist | Affiliated Entity | |||||||||
Related Party Transaction [Line Items] | |||||||||
Legal fees | $ 100,000 | $ 200,000 | 600,000 | $ 300,000 | $ 600,000 | ||||
Legal Fees for General Legal and Business Matters | Additional Paid-In Capital | Much Shelist | Affiliated Entity | |||||||||
Related Party Transaction [Line Items] | |||||||||
Net equity infusion from reverse recapitalization | $ 200,000 | ||||||||
Investment Banking Services and Assistance with Reverse Recapitalization | The Raine Group | Affiliated Entity | |||||||||
Related Party Transaction [Line Items] | |||||||||
Payments to related party | $ 11,000,000 | ||||||||
Payments for Public Accounting Firm Services Rendered on Behalf of the Company | Class A Common Stockholder | |||||||||
Related Party Transaction [Line Items] | |||||||||
Professional service fees paid by shareholder | $ 2,900,000 | ||||||||
[1] | See Note 3 for reverse recapitalization effects herein. |
Earnings Per Share (Details)
Earnings Per Share (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 6 Months Ended | 12 Months Ended | |||||||||
Jun. 30, 2020 | Mar. 31, 2020 | Jun. 30, 2019 | Mar. 31, 2019 | Jun. 30, 2020 | Jun. 30, 2019 | Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | ||||
Earnings Per Share [Abstract] | ||||||||||||
Net (loss) income | $ (21,274) | $ (1,966) | $ 4,328 | $ 3,995 | $ (23,240) | $ 8,323 | $ (5,864) | $ 10,803 | $ 8,311 | |||
Basic weighted average outstanding shares of common stock (in shares) | 78,317,000 | 58,605,000 | 78,161,000 | 57,896,000 | 61,850,000 | [1] | 57,621,000 | [1] | 56,321,000 | [1] | ||
Dilutive effect of stock-based awards for common stock (in shares) | 0 | 1,120,000 | 0 | 1,117,000 | 0 | 1,605,000 | 666,000 | |||||
Dilutive effect of stockholder notes receivable for common stock (in shares) | 0 | 917,000 | 0 | 948,000 | 0 | 407,000 | 53,000 | |||||
Dilutive effect of warrants for common stock (in shares) | 0 | 1,263,000 | 0 | 1,781,000 | 0 | 2,549,000 | 2,368,000 | |||||
Diluted weighted average outstanding shares of common stock (in shares) | 78,317,000 | 61,904,000 | 78,161,000 | 61,742,000 | 61,850,000 | [1] | 62,182,000 | [1] | 59,408,000 | [1] | ||
Earnings per share - basic (in usd per share) | $ (0.27) | $ 0.07 | $ (0.30) | $ 0.14 | $ (0.09) | [1] | $ 0.19 | [1] | $ 0.15 | [1] | ||
Earnings per share - diluted (in usd per share) | $ (0.27) | $ 0.07 | $ (0.30) | $ 0.13 | $ (0.09) | [1] | $ 0.17 | [1] | $ 0.14 | [1] | ||
Anti-dilutive options excluded from calculation of diluted EPS (in shares) | 5,401,791 | 5,715,823 | 28,561,724 | 439,167 | 629,960 | |||||||
[1] | Per share and share amounts have been retroactively restated to give effect to the reverse recapitalization that is discussed in Note 3. |
Subsequent Events (Details)
Subsequent Events (Details) | Jul. 22, 2020USD ($) | Jul. 14, 2020shares | Jan. 14, 2020shares | Oct. 11, 2019USD ($) | Jul. 19, 2019USD ($) | Dec. 31, 2019USD ($) | Dec. 31, 2018USD ($) | Dec. 31, 2017USD ($) |
Subsequent Event [Line Items] | ||||||||
Consideration transferred | $ 63,745,000 | |||||||
Cash purchase price | $ 100,857,000 | 51,394,000 | $ 45,129,000 | |||||
Purchase of investment in convertible notes | $ 25,000,000 | $ 5,000,000 | $ 30,000,000 | $ 0 | $ 0 | |||
Subsequent Event | ||||||||
Subsequent Event [Line Items] | ||||||||
Exercise conversion rate of warrants (share per share) | 0.250 | |||||||
Class A-1 Common Stock | Subsequent Event | ||||||||
Subsequent Event [Line Items] | ||||||||
Conversion of stock, shares converted (in shares) | shares | 3,784,416 | |||||||
Tranche I - EBITDA for last 12 months or 20 trading days in consecutive 30 day trading period | Class A-2 Common Stock | Subsequent Event | ||||||||
Subsequent Event [Line Items] | ||||||||
Conversion of stock, shares converted (in shares) | shares | 1,666,666 | |||||||
Tom's Amusement | Subsequent Event | ||||||||
Subsequent Event [Line Items] | ||||||||
Consideration transferred | $ 3,600,000 | |||||||
Cash purchase price | 2,100,000 | |||||||
Contingent consideration | $ 1,500,000 | |||||||
Contingent consideration, first installment term | 18 months | |||||||
Contingent consideration, second installment term | 24 months | |||||||
Contingent consideration, installment amount | $ 750,000 |