acel-20220601
0001698991true00016989912022-06-012022-06-01

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K/A
Amendment No. 2
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): June 1, 2022
ACCEL ENTERTAINMENT, INC.
(Exact name of registrant as specified in its charter)
 
 
Delaware001-3813698-1350261
(State or other jurisdiction
of incorporation)		(Commission
File Number)		(IRS Employer
Identification No.)
140 Tower Drive
Burr Ridge,Illinois60527
(Address of principal executive offices)(Zip Code)

(630) 972-2235
(Registrant’s telephone number, including area code)
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
 
☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
 
Securities registered pursuant to Section 12(b) of the Act:
Title of each classTrading symbol(s)Name of each exchange on which registered
Class A-1 common stock, par value $0.0001 per shareACELNew York Stock Exchange
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

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



On June 1, 2022, Accel Entertainment, Inc. (the “Company”) filed a Current Report on Form 8-K (the “Original Report”) under Item 2.01 to report its previously announced acquisition of Century Gaming Inc. (“Century”), and, on August 16, 2022, the Company filed Amendment No. 1 on Form 8-K/A to the Original Report (“Amendment No.1” and, the Original Report as amended by Amendment No. 1, the “Report”) to provide the financial statements of Century and the unaudited pro forma financial information required by Item 9.01(a) and (b) of Form 8-K.
The purpose of this Amendment No. 2 (this “Amendment”) to the Report is to supplement information previously filed as Exhibit 99.2 to Amendment No. 1 with certain interim financial statements of Century in accordance with Item 9.01 of Form 8-K.
No other amendments to the Report are being made by this Amendment.
The historical financial statements of Century were prepared by Century management and, in the case of Century’s audited financial statements, Century’s auditors, and not independently verified by the Company’s management.

Item 9.01 Financial Statements and Exhibits.
(a) Financial Statements of Businesses Acquired.
The unaudited interim financial statements of Century as of and for the nine months ended March 31, 2022 required by Item 9.01(a) of Form 8-K are attached hereto as Exhibit 99.2 hereto and are incorporated herein by reference.


(d) Exhibits
Exhibit
Number		Description
99.2
104Cover Page Interactive Data File (embedded within the Inline XBRL document)



SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
 
ACCEL ENTERTAINMENT, INC.
Date: August 22, 2022By:/s/ Mathew Ellis
Mathew Ellis
Chief Financial Officer
 


CENTURY GAMING, INC. CONSOLIDATED STATEMENTS OF INCOME FOR THE NINE MONTHS ENDED MARCH 31, 2022 (Unaudited) (in thousands) Nine Months Ended March 31, 2022 Revenues: Net win from gaming devices $168,366 Proprietary game fees 5,139 Sales 11,555 Other Revenue 7,696 Total Revenue 192,755 Cost of Revenue: Gaming device locations' rents and participation costs 130,089 Other gaming device route operation costs 15,146 Cost of goods sold 5,874 Selling, general and administrative 23,850 Depreciation and amortization 5,732 Total Costs and Expenses 180,692 Income from Operations 12,063 Other Income (Expense): Interest income 19 Interest expense (8,317) Other expense (208) Tax Benefit (expense) 3 Total Other Expense (8,508) Net income $3,555

 
CENTURY GAMING, INC. CONSOLIDATED BALANCE SHEETS MARCH 31, 2022 (Unaudited) (in thousands) Current Assets Cash and cash equivalents 30,016$ Accounts receivable, net of allowance for doubtful accounts of $97 5,100 Advances and notes receivable, current 622 Inventory 5,490 Prepaid expenses and other 1,497 Total Current Assets 42,725 Property and equipment, net of accumulated depreciation of $64,889 18,479 Intangible assets, net of accumulated amortization of $76,315 12,177 Goodwill 10,508 Deferred taxes 2,385 Total Assets 86,274$ Current Liabilities Accounts payable 4,890$ Accrued expenses 5,936 Current maturities of long-term debt 63,187 Total Current Liabilities 74,013 Deferred taxes 528 Long-term debt, less current portion 49,667 Total Liabilities 124,208 Stockholders' (Deficit) Common stock, no par value, 50,000 shares authorized, 2,325.64 and 2,110 shares issued and outstanding 2,651 Additional paid-in capital 4,323 Less: Treasury stock (550) Accumulated deficit (44,358) Total Stockholders' Deficit (37,934) TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT 86,274$

 
CENTURY GAMING, INC. CONSOLIDATED STATEMENTS OF CASH FLOWS FOR THE NINE MONTHS ENDED MARCH 31, 2022 (Unaudited)