You should read the following discussion and analysis of our financial condition
and results of operations in conjunction with our unaudited condensed
consolidated financial statements and the related notes and other financial
information included in this Quarterly Report on Form 10-Q. This discussion and
analysis contains forward-looking statements that involve risks and
uncertainties. Our actual results could differ materially from the
forward-looking statements. Factors that could cause or contribute to such
differences include, but are not limited to, those identified below, those
discussed in "Risk Factors" in this Quarterly Report on Form 10-Q, and those
discussed in the section titled "Risk Factors" included in our Annual Report on
Form 10-K for the year ended December 31, 2022. This discussion and analysis
should also be read in conjunction with "Management's Discussion and Analysis of
Financial Condition and Results of Operations", set forth in our Annual Report
on Form 10-K for the year ended December 31, 2022.

Company Overview



We believe we are a leading distributed gaming operator in the United States on
an Adjusted EBITDA basis, and a preferred partner for local business owners in
the markets we serve. Our business consists of the installation, maintenance and
operation of gaming terminals, redemption devices that disburse winnings and
contain automated teller machine ("ATM") functionality, and other amusement
devices in authorized non-casino locations such as restaurants, bars, taverns,
convenience stores, liquor stores, truck stops, and grocery stores. We also
operate stand-alone ATMs in gaming and non-gaming locations. We currently
operate as a distributed gaming operator in the following states:

•Illinois - we have been a licensed terminal operator by the Illinois Gaming Board ("IGB") since 2012,

•Montana - we were granted a manufacturer, distributor and route operator license in June 2022 by the Gambling Control Division of the Montana Department of Justice effective through June 2023,

•Nevada - we were granted a two-year terminal operator license in June 2022 by the Nevada Gaming Commission,

•Georgia - we received approval from the Georgia Lottery Corporation as a Master Licensee in July 2020,

•Iowa - we are registered with the Iowa Department of Inspections and Appeals to conduct operations in Iowa,

•Nebraska - we became a licensed distributor of mechanical amusement devices in Nebraska in June 2022, and commenced operations in this market,

•Pennsylvania - we have held a license from the Pennsylvania Gaming Control Board since November 2020.

Through our wholly owned subsidiary, Grand Vision Gaming, we are also a manufacturer of gaming terminals in the Montana, Nevada, South Dakota, Louisiana and West Virginia markets.

We are also subject to various other federal, state and local laws and regulations in addition to gaming regulations.

Century Acquisition



On June 1, 2022, we completed our previously announced acquisition of all of the
outstanding equity interests of Century Gaming, Inc., a Montana corporation. The
aggregate purchase consideration was $164.3 million, which included: (i) a cash
payment made at closing of $45.5 million to the equity holders of Century; (ii)
repayment of $113.2 million of Century's indebtedness; and (iii) 515,622 shares
of our Class A-1 common stock issued to certain members of Century's management
with a fair value of $5.6 million on the acquisition date. The cash payments
were financed using cash from a draw of approximately $160 million from our
revolving credit facility and delayed draw term loan facility under our senior
secured credit facility. Our financial results for the three months ended
March 31, 2023 includes the results of Century.


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Macroeconomic Factors



Ongoing interest rate increases, persistent inflation and actual or perceived
instability in the U.S. and global banking systems may increase the risk of an
economic recession and volatility and dislocation in the capital or credit
markets in the United States and other markets globally. Our location partners
may be adversely impacted by changes in overall economic and financial
conditions, and certain location partners may cease operations in the event of a
recession or inability to access financing. Furthermore, our revenue is largely
driven by players' disposable incomes and level of gaming activity, and economic
conditions that adversely impact players' ability and desire to spend disposable
income at our locations partners may adversely affect our results of operations
and cash flows. To date, we have not observed material impacts in our business
or outlook, but there can be no assurance that, in the event of a recession,
levels of gaming activity would not be adversely affected. Further, as described
in more detail below, we have observed certain increases in our costs,
particularly higher wages and increased fuel costs, as well as increased
interest expense on our debt. In addition, during the first quarter of 2023, we
accelerated certain of our capital expenditures related to gaming machine
components to manage our supply chain. We intend to continue to monitor
macroeconomic conditions closely and may determine to take certain financial or
operational actions in response to such conditions to the extent our business
begins to be adversely impacted.

Components of Performance

Revenues



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

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



Manufacturing. Manufacturing revenue represents sales of gaming terminals by
Grand Vision Gaming, a wholly owned subsidiary of Century, which is a designer
and manufacturer of gaming terminals and related equipment.

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

Operating Expenses



Cost of revenue. Cost of revenue consists of (i) taxes on net gaming revenue
that is payable to the appropriate jurisdiction, (ii) licenses, permits and
other fees required for the operation of gaming terminals and other equipment,
(iii) location revenue share, which is governed by local governing bodies and
location contracts, (iv) ATM and amusement commissions payable to locations, (v)
ATM and amusement fees, and (vi) costs associated with the sale of gaming
terminals.

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

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

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

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



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

Interest expense, net



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

Income tax expense



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

The following table summarizes our results of operations on a consolidated basis for the three months ended March 31, 2023 and 2022:



                                           Three Months Ended
 (in thousands, except %'s)                    March 31,                   

Increase / (Decrease)


                                          2023           2022           Change ($)         Change (%)
 Revenues:
 Net gaming                            $ 279,380      $ 188,462               90,918           48.2  %
 Amusement                                 6,798          4,990                1,808           36.2  %
 Manufacturing                             2,122              -                2,122               N/A
 ATM fees and other revenue                4,908          3,439                1,469           42.7  %
 Total net revenues                      293,208        196,891               96,317           48.9  %

Operating expenses:

Cost of revenue (exclusive of

depreciation and amortization expense


 shown below)                            204,962        132,620               72,342           54.5  %
 General and administrative               43,018         31,119               11,899           38.2  %

Depreciation and amortization of


 property and equipment                    9,063          5,841                3,222           55.2  %

Amortization of intangible assets and


 route and customer acquisition costs      5,242          3,548                1,694           47.7  %
 Other expenses, net                       3,251          2,556                  695           27.2  %
 Total operating expenses                265,536        175,684               89,852           51.1  %
 Operating income                         27,672         21,207                6,465           30.5  %
 Interest expense, net                     7,888          4,001                3,887           97.2  %

Loss (gain) on change in fair value


 of contingent earnout shares              4,602         (3,417)            

8,019 234.7 %



 Income before income tax expense         15,182         20,623               (5,441)         (26.4) %
 Income tax expense                        6,000          4,835                1,165           24.1  %
 Net income                            $   9,182      $  15,788      $        (6,606)         (41.8) %


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Revenues



Total revenues for the three months ended March 31, 2023 were $293.2 million, an
increase of $96.3 million, or 48.9%, compared to the prior-year period. This
increase was driven by higher net gaming revenue of $90.9 million, or 48.2%, and
manufacturing revenue of $2.1 million. Higher net gaming revenue for the three
months ended March 31, 2023 was attributable to an increase in gaming terminals
and locations due primarily to the acquisition of Century. Net revenues by state
are presented below (in thousands):

                                                  Three Months Ended
                                                      March 31,
                                                 2023           2022
                   Net revenues by state:
                   Illinois                   $ 219,843      $ 194,859
                   Montana                       36,451              -
                   Nevada                        29,961              -
                   All other                      6,953          2,032
                   Total net revenues         $ 293,208      $ 196,891


Cost of revenue

Cost of revenue for the three months ended March 31, 2023 was $205.0 million, an increase of $72.3 million, or 54.5%, compared to the prior-year period due primarily to higher revenue, as described above.

General and administrative

General and administrative expenses for the three months ended March 31, 2023 were $43.0 million, an increase of $11.9 million, or 38.2%, compared to the prior-year period. The increase reflected additional operating costs from Century as well as higher payroll-related costs as we continue to grow our operations and higher professional fees.

Depreciation and amortization of property and equipment



Depreciation and amortization of property and equipment for the three months
ended March 31, 2023 was $9.1 million, an increase of $3.2 million, or 55.2%,
compared to the prior-year period due to an increased number of locations and
gaming terminals primarily attributable to the acquisition of Century.

Amortization of intangible assets and route and customer acquisition costs



Amortization of intangible assets and route and customer acquisition costs for
the three months ended March 31, 2023 was $5.2 million, an increase of $1.7
million, or 47.7%, compared to the prior-year period due to an increase in
location contracts acquired and amortization expense on other intangible assets
acquired with Century.

Other expenses, net

Other expenses, net for the three months ended March 31, 2023 were $3.3 million,
an increase of $0.7 million, or 27.2%, compared to the prior-year period due to
higher fair value adjustments associated with the revaluation of contingent
consideration liabilities and higher non-recurring costs on acquisition-related
matters, partially offset by a $1.0 million loss associated with a legal
settlement that was recorded in the prior year.

Interest expense, net

Interest expense, net for the three months ended March 31, 2023 was $7.9 million, an increase of $3.9 million, or 97.2%, compared to the prior-year period primarily due to an increase in average outstanding debt and higher interest rates, partially offset by the benefit realized on our interest rate caplets. The weighted average interest rate, excluding the impact of the interest rate caplets, was approximately 6.8% for the three months ended March 31, 2023 compared to 3.6% in the prior-year period.


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Loss (gain) on change in fair value of contingent earnout shares



Loss on the change in fair value of contingent earnout shares for the three
months ended March 31, 2023 was $4.6 million, compared to the prior-year period,
which had a gain of $3.4 million. The changes in fair value are primarily due to
the change in the market value of our A-1 common stock, which was the primary
input to the valuation of the contingent earnout shares.

Income tax expense



Income tax expense for the three months ended March 31, 2023 was $6.0 million,
an increase of $1.2 million, or 24.1%, compared to the prior-year period. The
effective tax rate for the three months ended March 31, 2023 was 39.5% compared
to 23.4% in the prior year period. Our effective income tax rate can vary from
period to period depending on, among other factors, the amount of permanent tax
adjustments and discrete items. The change in the fair value of the contingent
earnout shares is considered a discrete item for tax purposes and was the
primary driver for the fluctuations in the tax rate year over year.

Key Business Metrics



We use statistical data and comparative information commonly used in the gaming
industry to monitor the performance of the business, none of which are prepared
in accordance with U.S. GAAP, and therefore should not be viewed as indicators
of operational performance. Our management uses these key business metrics for
financial planning, strategic planning and employee compensation decisions. The
key business metrics include:

•Number of locations and;

•Number of gaming terminals

We also periodically review and revise our key business metrics to reflect changes in our business.

Number of locations



The number of locations is based on a combination of third-party portal data and
data from our internal systems. We utilize this metric to continually monitor
growth from existing locations, organic openings, purchased locations, and
competitor conversions. Competitor conversions occur when a location chooses to
change terminal operators.

The following table sets forth information with respect to our primary
locations:

                                As of March 31,                  Increase / (Decrease)
                             2023               2022              Change             Change %
        Illinois           2,663               2,565                        64          2.5  %
        Montana              620                   -                       620             N/A
        Nevada               345                   -                       345             N/A
        Total locations    3,628               2,565                     1,063         41.4  %


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Number of gaming terminals

The number of gaming terminals in operation is based on a combination of third-party portal data and data from our internal systems. We utilize this metric to continually monitor growth from existing locations, organic openings, purchased locations, and competitor conversions.

The following table sets forth information with respect to the number of gaming terminals in the primary locations:



                                     As of March 31,                    Increase / (Decrease)
                                 2023                 2022               Change             Change %
  Illinois                     14,546                13,663                       758          5.6  %
  Montana                       6,247                     -                     6,247             N/A
  Nevada                        2,704                     -                     2,704             N/A
  Total gaming terminals       23,497                13,663                     9,834         72.0  %


Non-GAAP Financial Measures

Adjusted EBITDA and Adjusted net income are non-GAAP financial measures and are
key metrics used to monitor ongoing core operations. Our management believes
Adjusted EBITDA and Adjusted net income enhance the understanding of our
underlying drivers of profitability and trends in our business and
facilitate company-to-company and period-to-period comparisons, because
these non-GAAP financial measures exclude the effects of certain non-cash items
or represent certain nonrecurring items that are unrelated to core performance.
Management also believes that these non-GAAP financial measures are used by
investors, analysts and other interested parties as measures of financial
performance and to evaluate our ability to fund capital expenditures, service
debt obligations and meet working capital requirements.


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Adjusted net income and Adjusted EBITDA



                                                                    Three Months Ended
(in thousands)                                                          March 31,
                                                                                 2023          2022

Net income                                                                    $  9,182      $ 15,788
Adjustments:
Amortization of intangible assets and route and customer
acquisition costs(1)                                                             5,242         3,548
Stock-based compensation (2)                                                     1,688         1,605
Loss (gain) on change in fair value of contingent earnout
shares (3)                                                                       4,602        (3,417)

Other expenses, net (4)                                                          3,251         2,556
Tax effect of adjustments (5)                                                   (2,901)       (2,475)
Adjusted net income                                                             21,064        17,605
Depreciation and amortization of property and equipment                          9,063         5,841
Interest expense, net                                                            7,888         4,001
Emerging markets (6)                                                              (798)          485
Income tax expense                                                               8,901         7,310
Adjusted EBITDA                                                               $ 46,118      $ 35,242


(1)Amortization of intangible assets and route and customer acquisition costs
consist of upfront cash payments and future cash payments to third-party sales
agents to acquire the location partners that are not connected with a business
acquisition, as well as the amortization of other intangible assets. We amortize
the upfront cash payment over the life of the contract, including expected
renewals, beginning on the date the location goes live, and recognize non-cash
amortization charges with respect to such items. Future or deferred cash
payments, which may occur based on terms of the underlying contract, are
generally lower in the aggregate as compared to established practice of
providing higher upfront payments, and are also capitalized and amortized over
the remaining life of the contract. Future cash payments do not include cash
costs associated with renewing customer contracts as we do not generally incur
significant costs as a result of extension or renewal of an existing contract.
Location contracts acquired in a business combination are recorded at fair value
as part of the business combination accounting and then amortized as an
intangible asset on a straight-line basis over the expected useful life of the
contract of 15 years. "Amortization of intangible assets and route and customer
acquisition costs" aggregates the non-cash amortization charges relating to
upfront route and customer acquisition cost payments and location contracts
acquired, as well as the amortization of other intangible assets.
(2)Stock-based compensation consists of options, restricted stock units, and
performance-based restricted stock units.
(3)Loss (gain) on change in fair value of contingent earnout shares represents a
non-cash fair value adjustment at each reporting period end related to the value
of these contingent shares. Upon achieving such contingency, shares of Class A-2
common stock convert to Class A-1 common stock resulting in a non-cash
settlement of the obligation.
(4)Other expenses, net consists of (i) non-cash expenses including the
remeasurement of contingent consideration liabilities,
(ii) non-recurring lobbying and legal expenses related to distributed gaming
expansion in current or prospective markets, and (iii) other non-recurring
expenses.
(5)Calculated by excluding the impact of the non-GAAP adjustments from the
current period tax provision calculations.
(6)Emerging markets consist of the results, on an Adjusted EBITDA basis, for
non-core jurisdictions where our operations are developing. Markets are no
longer considered emerging when we have installed or acquired at least 500
gaming terminals in the jurisdiction, or when 24 months have elapsed from the
date we first install or acquire gaming terminals in the jurisdiction, whichever
occurs first. We currently view Nebraska, Iowa and Pennsylvania as emerging
markets. Prior to July 2022, Georgia was considered an emerging market.

Adjusted EBITDA for the three months ended March 31, 2023, was $46.1 million, an
increase of $10.9 million, or 30.9%, compared to the prior-year period. The
increase in performance for the three months ended March 31, 2023 was
attributable to an increase in the number of locations and gaming terminals, due
primarily to the acquisition of Century.


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Liquidity and Capital Resources



In order to maintain sufficient liquidity, we review our cash flow projections
and available funds with our Board of Directors to consider modifying our
capital structure and seeking additional sources of liquidity, if needed. The
availability of additional liquidity options will depend on the economic and
financial environment, our creditworthiness, our historical and projected
financial and operating performance, and our continued compliance with financial
covenants. As a result of possible future economic, financial and operating
declines, possible declines in our creditworthiness and potential non-compliance
with financial covenants, we may have less liquidity than anticipated, fewer
sources of liquidity than anticipated, less attractive financing terms and less
flexibility in determining when and how to use the liquidity that is available.

We believe that our cash and cash equivalents, cash flows from operations and
borrowing availability under our senior secured credit facility will be
sufficient to meet our capital requirements for the next twelve months. Our
primary short-term cash needs are paying operating expenses and contingent
earnout payments, servicing outstanding indebtedness, and funding our Board of
Directors approved share repurchase program and near term acquisitions. As of
March 31, 2023, we had $228.5 million in cash and cash equivalents.

Senior Secured Credit Facility



On November 13, 2019, we entered into a credit agreement (the "Credit
Agreement") as borrower, with our wholly-owned domestic subsidiaries, as
guarantors, the banks, financial institutions and other lending institutions
from time to time party thereto, as lenders, the other parties from time to time
party thereto and Capital One, National Association, as administrative agent (in
such capacity, the "Agent"), collateral agent, issuing bank and swingline
lender, providing for a:

•$100.0 million revolving credit facility, including a letter of credit facility
with a $10.0 million sublimit and a swing line facility with a $10.0 million
sublimit,

•$240.0 million initial term loan facility and

•$125.0 million additional term loan facility.

The additional term loan facility was available for borrowings until November 13, 2020. Each of the revolving loans and the term loans were scheduled to mature on November 13, 2024.



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, we 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). The amendment also raised the floor for the adjusted LIBOR
rate to 0.50% and the floor for the Base Rate to 1.50%. We incurred costs of
$0.4 million associated with the amendment of the Credit Agreement, of which
$0.3 million was capitalized and will be amortized over the remaining life of
the facility. The waivers of financial covenant breach were never utilized as we
remained in compliance with all debt covenants during these periods.
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On October 22, 2021, in order to increase the borrowing capacity under the Credit Agreement, we and the other parties thereto entered into Amendment No. 2 to the Credit Agreement ("Amendment No. 2"). Amendment No. 2, among other things, provides for:

•an increase in the amount of the revolving credit facility from $100.0 million to $150.0 million,

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

•a new $400.0 million delayed draw term loan facility.

The maturity date of the Credit Agreement was extended to October 22, 2026. The interest rate and covenants remain unchanged.

As of March 31, 2023, there remained $328 million of availability under the Credit Agreement.



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

Borrowings under the Credit Agreement bear interest, at our option, at a rate
per annum equal to either (a) the adjusted LIBOR rate ("LIBOR") (which cannot be
less than 0.5%) for interest periods of 1, 2, 3 or 6 months (or if consented to
by (i) each applicable Lender, 12 months or any period shorter than 1 month or
(ii) the Agent, a shorter period necessary to ensure that the end of the
relevant interest period would coincide with any required amortization payment )
plus the applicable LIBOR margin or (b) the alternative base rate ("ABR") plus
the applicable ABR margin. ABR is a fluctuating rate per annum equal to the
highest of (i) the Federal Funds Effective Rate plus 1/2 of 1.0%, (ii) the prime
rate announced from time to time by Capital One, National Association and
(iii) LIBOR for a 1-month Interest Period on such day plus 1.0%. The Credit
Agreement also includes provisions for determining a replacement rate when LIBOR
is no longer available. As of March 31, 2023, the weighted-average interest rate
was approximately 6.8%.

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. We are
required to pay a commitment fee quarterly in arrears in respect of unused
commitments under the revolving credit facility and the additional term loan
facility.

The applicable LIBOR and ABR margins and the commitment fee rate are calculated
based upon the first lien net leverage ratio of us and our restricted
subsidiaries on a consolidated basis, as defined in the Credit Agreement. The
revolving loans and term loans bear interest at either (a) ABR (150 bps floor)
plus a margin up to 1.75% or (b) LIBOR (50bps floor) plus a margin up to 2.75%,
at our option.

The term loans and, once drawn, the additional term loans will amortize at an
annual rate equal to 5.00% per annum. Upon the consummation of certain
non-ordinary course asset sales, we 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 us and certain of our affiliates obligated under the Credit Agreement to make customary representations and warranties in connection with credit extensions thereunder.


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In addition, the Credit Agreement requires us 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 by us 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.

We were in compliance with all debt covenants as of March 31, 2023. We expect to meet our cash obligations as well as remain in compliance with the debt covenants in our credit facility for the next 12 months.

Interest rate caplets



We manage our exposure to some of its interest rate risk through the use of
interest rate caplets, which are derivative financial instruments. On January
12, 2022, we hedged the variability of the cash flows attributable to the
changes in the 1-month LIBOR interest rate on the first $300 million of the term
loan under the Credit Agreement by entering into a 4-year series of 48 deferred
premium caplets ("caplets"). The caplets mature at the end of each month and
protect us if interest rates exceed 2% of 1-month LIBOR. The maturing dates of
these caplets coincide with the timing of our interest payments and each caplet
is expected to be highly effective at offsetting changes in interest payment
cash flows. The aggregate premium for these caplets was $3.9 million, which was
the initial fair value of the caplets recorded in our financial statements, and
was financed as additional debt. We recognized an unrealized gain on the change
in fair value of the interest rate caplets of $2.2 million and $4.9 million, net
of taxes, for the three months ended March 31, 2023 and 2022, respectively.
Further, as the 1-month LIBOR interest rate exceeded 2% beginning in the second
half of 2022, the Company recognized interest income on the caplets of $1.9
million for the three months ended March 31, 2023, which is reflected in
interest expense, net in the condensed consolidated statements of operations and
other comprehensive income.

Cash Flows

The following table summarizes net cash provided by or used in operating activities, investing activities and financing activities for the periods indicated and should be read in conjunction with our condensed consolidated financial statements and the notes thereto included in this filing:



                                                           Three Months Ended
          (in thousands)                                       March 31,
                                                           2023           2022

Net cash provided by operating activities $ 37,983 $ 22,061


          Net cash used in investing activities           (23,585)       

(6,387)


          Net cash used in financing activities            (9,982)     

(19,562)

Net cash provided by operating activities

For the three months ended March 31, 2023, net cash provided by operating activities was $38.0 million, an increase of $15.9 million over the comparable period due primarily to lower working capital adjustments.


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Net cash used in investing activities



For the three months ended March 31, 2023, net cash used in investing activities
was $23.6 million, an increase of $17.2 million over the comparable period and
was primarily attributable to more cash used for the purchases of property and
equipment. We anticipate our capital expenditures for the purchases of property
and equipment will be approximately $50-60 million in 2023.

Net cash used in financing activities



For the three months ended March 31, 2023, net cash used in financing activities
was $10.0 million, a decrease of $9.6 million over the comparable period. The
decrease reflects a reduction in repurchases of our Class A-1 common stock under
our share repurchase program.

Critical Accounting Policies and Estimates



In preparing our condensed consolidated financial statements, we applied the
same critical accounting policies as described in our Annual Report on Form 10-K
for the year ended December 31, 2022 that affect judgments and estimates of
amounts recorded for certain assets, liabilities, revenues, and expenses.

Seasonality



Our results of operations can fluctuate due to seasonal trends and other
factors. For example, the gross revenue per machine per day is typically lower
in the summer when players will typically spend less time indoors at our
locations, and higher in cold weather between February and April, when players
will typically spend more time indoors at our locations. Holidays, vacation
seasons, and sporting events may also cause our results to fluctuate.

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