Tuesday, December 3, 2019

Accel Entertainment: SPAC, Distributed Gaming in IL

I did it, I finally fell for a special purpose acquisition company ("SPAC") pitch -- Accel Entertainment (ACEL) came public via a merger with TPG Pace Holdings (TPGH) and is one of the largest distributed gaming companies in the United States, although currently they only operate in Illinois, where my family and I reside.  Distributed gaming is where a bar or a truck stop (technically anyone with a liquor license) contracts with a company like Accel to place video gaming terminals ("VGTs" but kind way of saying slot machines) in their establishment with a revenue share agreement between the two parties.  Accel owns and operates the machines, but in an asset-lite fashion as the local business owner has all the real estate, operating risk and expense of running a bar/restaurant/truck stop.  You can think of distributed gaming as an operating casino but without the capital intensity of owning the real estate or the capitalized lease of operating a large casino.  Here's the basic business model:
Illinois is a fiscally challenged state that has gone all-in on gambling as a tax revenue source, recently approving 5 additional casinos plus 1 mega-casino within the Chicago city limits (where there currently are no casinos or VGTs in bars/restaurants), a 60% increase from the 10 commercial casinos that have been in operation historically.  As part of this gambling expansion, lawmakers also increased the maximum bet size from $2 to $4 and increased the number of VGTs a liquor license holder can have from 5 to 6 machines.  While the legislation was passed in July, neither the increase in the number of machines nor the increase in hold percentage has been meaningfully rolled out yet.  Each municipality in Illinois is additionally strained for tax revenue and competition among bars is intense, thus it's increasingly becoming necessary for a local dive bar to have gaming terminals on their premise.  If your town doesn't allow VGTs, chances are the town over does and customers may follow (alongside the food/beverage sales tax that local governments survive on).  The state needs revenue, local bar and restaurant owners need new sources of revenue especially with rising labor prices, all setting up a nice tailwind for continued distributed gaming growth in Illinois that was only legalized in 2012.

Distributed gaming is disrupting regional casinos, it is more convenient for gamblers to drive to a local bar they might already frequent than to drive an hour to one of the first generation riverboat style casinos that doesn't provide much more in terms of experience than a typical bar.  Gaming tax revenue via VGT surpassed that of the casinos in Illinois for the first time last year, giving them a possible lobbying advantage for continued expansion in the future.  The big wildcard is Chicago, which currently does not allow VGTs within the city limits, given Chicago's fiscal situation (it's not good) that will likely change in the future as well which would provide a massive boost to the distributed gaming industry.  VGTs, like the lotto, are an easy short term fix for politicians looking to avoid raising property taxes.

The new gaming law isn't all positive for operators, the Illinois tax rate on VGTs is increasing from 30% to 34% in 2020, the VGT operator (Accel) and the business owner by law must split the revenue 50/50, essentially the government (mix of state and local) gets 1/3rd, VGT operator gets 1/3rd and the business owner gets 1/3rd.  Since VGT operators can't compete on price in Illinois, it means they must compete on service, machine quality, and other areas where scale will give Accel an advantage over smaller competitors that can't spread those costs over a larger base, have buying power with suppliers or don't have the accumulate data that Accel has built up to help improve operations.  Fixing the pricing also creates sort of a unnatural oligopoly structure to the industry in Illinois (this is not the case in other markets like NV or MT), there won't be pressure to reduce their split or lose a contract and the gambling customer base isn't price sensitive (the hold rate on Accel's machines is about 8%, meaning it'll pay back about $0.92 of every dollar played) creating a pretty durable margin.

Scale matters, this is a fragmented industry with a lot of potential to roll-up the smaller players in the state and enter into new jurisdictions as more states legalize distributed gaming as a way to increase their tax revenues.  Accel has been a serial acquirer of smaller Illinois competitors, they've completed 9 deals since distributed gaming was legalized in 2012, and now that they have a public stock as currency, I would anticipate them doing more in the future.  Smaller operators in Illinois or elsewhere in the country might find it attractive to sell to Accel yet retain some equity upside in a liquid public stock.  Rolling up an industry like this seems less risky as the end product and pricing is generally the same, its a fairly standardized product and since pricing is fixed, you're not expected to share any synergies with the customer.  Accel also has a conditional license to operate in Pennsylvania, where lawmakers recently approved VGTs located in truck stops, a potential first step before a broader roll out to other liquor license holders, it will be a small market initially, but like Illinois, Pennsylvania has really pushed gaming as a tax revenue source.

Accel is projecting about $115MM in EBITDA for 2020, after their most recently closed acquisition, they have over 10,000 VGTs and representing about 1/3rd of the Illinois market.  Maintenance capital expenditures are pretty limited, mostly just servicing existing machines occasionally, creating a pretty attractive free cash flow conversion rate.  Using management estimates (its a SPAC, these could be wildly ambitious and include a lot of assumptions from the new gaming expansion and recent acquisitions), I'm coming up with ACEL trading around 9.2x EBITDA or a just sub 10% free cash flow yield (pre-growth capex).
There aren't any great public peers (seems to be the case with all SPACs, that way they can always comp themselves against inappropriate peers) but on an absolute basis that doesn't seem particularly expensive for what should be a pretty durable, growing and recurring revenue stream.  Boyd Gaming (BYD) did buy a Illinois distributed gaming peer for 8x EBITDA in 2018 and Golden Entertainment (GDEN) which is a mix of Las Vegas local casinos and distributed gaming trades quite a bit cheaper but also has significant debt and is more capital intensive.  I would imagine Accel performing better through a recession than casino peers as gamblers choose the hyper-local option over making a day out of traveling to a regional casino.  That along with their asset-lite model, lower leverage, and growth profile means Accel should trade for a decent premium over gaming peers.

I bought a small toehold position, could be a mistake as the SPAC aspect makes me nervous, but I like the business.

Other Thoughts:
  • There's some poor counterparty credit risk aspect to their business model, they partner with small local mom and pop type operators, you're not likely to see VGTs at a Buffalo Wild Wings for example, but you will in the beat up corner bar.  Bars and restaurants go out of business regularly and their 7 year contracts aren't enforceable if the business in question closes down.
  • No one is going to include Accel in an ESG portfolio, it's about the opposite of ESG, VGTs are an eye sore (often they're in a separate room with a seedy looking saloon door entrance), encourages addictive gambling and just not a great productive use of time/money for society, truly a tax on the addicted and often poor.  But it's a proven business model and the hold percentage is much better to players than say the state lotto industry.
  • Accel currently doesn't have a players rewards program that many gaming companies utilize to market to and retain customers.  Given distributed gaming is a natural competitor to the regional casinos, could it make sense for someone like PENN to acquire Accel, roll out their rewards program and link the two customer bases together to drive people to the regional casinos?  It's unclear if current regulations would allow Accel to have a rewards program, but an eventual combination with a regional casino player could make sense.
  • Accel also does similar arrangements with other bar equipment like pool tables, darts, jukeboxes, sort of an open a bar out of the box type arrangement, but the non-gaming side is just sub-5% of total revenues.
  • Like every other SPAC, Accel does have warrants that will dilute equity at $11.50 and above, the capital structure is a bit confusing but that's par for the course for a SPAC, I imagine they'll attempt to buyback some of the warrants.
  • They pitched themselves as a "gaming-as-a-service" company in the SPAC investor decks, thankfully that's been removed in the latest post-merger presentation on their website, seemed a little scuzzy even for a distributed gaming SPAC.
  • Every SPAC needs a story on why it went the SPAC route versus the traditional IPO route -- Clairvest is a Canadian PE firm with a solid track record in gaming (they own a chunk of the highly successful Rivers Casino just outside O'Hare Airport) that owns a piece of Accel, they had some board and governance rights if the company went IPO but not if the company merged with a SPAC.  Clairvest ultimately sued and recently the two sides came to an agreement with Clairvest remaining equity owners in Accel and getting a board seat.  Unclear to me what the dispute was between Clairvest and Accel that started the SPAC route, but in the end its been resolved somewhat amicably, make with that story what you will.
Disclosure: I own shares of ACEL


  1. thank you for posting

    From the sideline it seems like the biggest risk is slot machine users/market moving to mobile phones allowing players to participate with less friction.

    In particular, an interesting thing is that from your chart we find Scientific gaming which holds the IP/designs and recently IPO'd/spun out SciPlay SCPL specifically into this space.

    So the same content delivered in a more comfortable, less judgmental environment, and always accessible.

    Look forward to your thoughts.

    1. Not an expert - but just thinking through the political ramifications of legalizing mobile gaming - there's already considerable backlash regarding the addictive nature of VGTs, if they were accessible on your phone anywhere, that could be even more troubling. Then there's the age restriction, since the VGTs are located in places with a liquor license, they should be 21 and over, although I'm guessing enforcement is lacking in some areas, but that would be harder to track on a mobile app? Although I'm sure there are ID verification companies that provide software to the gaming industry (MITK?).

      It's probably an evitable risk, VGTs/distributed gaming disrupts riverboat casinos and eventually mobile disrupts them? But seems like several years out before its politically necessary to legalize. But thanks, great comment and a legitimate risk.

    2. Have you looked at SciPlay? Not sure of the long term prospects, but it looks statistically cheap right now

    3. I hadn't before your comment, but it does look interesting. I admittedly don't understand the concept of social casino games in a world where online gambling will become more legal, but they say its had limited impact on results in states like NJ where there are legal alternatives. Interesting company, I'll do some more work on it, but does appear somewhat cheap - likely due to the Up-C structure, controlled status and limited float (I notice a lot of the free sites are getting the share count and resulting valuations wrong).

  2. check out $ACES on the venture exchange... rolling up VGTs in Georgia (called COAMs but same concept)... no position, management isnt my cup of tea but decent comp...feel free to reach out, i spent some time in Georgia looking into the industry

    1. Thanks, will do - previously unaware of this one.

    2. @aaron -- I am taking a look into ACES and interested in comparing notes. How can i reach out to you directly?

  3. Slept on a few ways management's projections could be optimistic: 1) timing around the increased EBITDA due to the 5-to-6 VGTs per location and the higher hold amounts, if that gets delayed out it could impact 2020 numbers; 2) longer term, since most of their VGT machines are relatively new, maintenance capex is minimal, but a few years out they might need to do a refresh cycle that management may pitch as growth somehow, but is really a form of deferred maintenance.

  4. Red Flag for me. ACES
    Filed 2019-11-19 20:49
    Tx date 2019-11-14 $ACES
    Seven Aces Limited Sekhri, Manu
    4 - Director of Issuer, 5 - Senior Officer of Issuer
    Holder: Ascendant Group Holdings Inc. (Indirect Ownership)
    50 - Grant of options
    +3,536,522 vol 3,536,522

  5. Inspired Entertainment is a comp; they are breaking into US but have a foothold in Europe. Additionally, they have a virtual sports division.

  6. Thoughts on buying the Warrants?

    1. Not specifically, I'm a SPAC noob - not well versed in the trading dynamics of the SPAC warrants. But I do like leverage! Don't own them right now however.

  7. Accel has a rewards program they're just rolling out. You enter your phone number on a tablet every hour. Clarivest had nothing to do with reasons for going the SPAC route.

  8. What do you think of the warrants?

    1. If I'm reading their latest 10K correctly, they expire in 2024 and have an exercise price of $11.50. Warrants are currently priced $1.50 each.

    2. I'm not an expert in warrant/option pricing, but with the stock at 7.50, I think I'd rather just own stock, plenty of juice in it.