Accel Entertainment, Inc 10-K for FY2024

Accel Entertainment, Inc. (ACEL)

10-K 2025-03-03 For: 2024-12-31

Added on April 08, 2026

About this 10-K

Accel Entertainment, Inc filed this 10-K on March 3, 2025, covering the fiscal year ended December 31, 2024 (FY2024).

Headline figures

Fiscal year ended December 31, 2024, as reported in this filing, compared with the same period a year earlier where the filing states it.

Revenue: $1.23B; up 5.2% from $1.17B a year earlier
Net income: $35.25M; down 22.7% from net income of $45.6M a year earlier
Diluted EPS: $0.41; down 22.6% from $0.53 a year earlier

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Delaware		98-1350261
(State or Other Jurisdiction of Incorporation or Organization)		(I.R.S. Employer Identification No.)

140 Tower Drive	Burr Ridge, Illinois	60527
(Address of Principal Executive Offices)		(Zip Code)


Title of Each Class	Trading Symbols	Name of Each Exchange on Which Registered
Class A-1 Common Stock, par value $.0001 per share	ACEL	The New York Stock Exchange


PART I
ITEM 1.	BUSINESS	1
ITEM 1A.	RISK FACTORS	9
ITEM 1B.	UNRESOLVED STAFF COMMENTS	28
ITEM 1C.	CYBERSECURITY	28
ITEM 2.	PROPERTIES	29
ITEM 3.	LEGAL PROCEEDINGS	30
ITEM 4.	MINE SAFETY DISCLOSURES	30

PART II
ITEM 5.	MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES	31
ITEM 6.	[RESERVED]	32
ITEM 7.	MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS	33
ITEM 7A.	QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK	46
ITEM 8.	FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA	46
ITEM 9.	CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE	46
ITEM 9A.	CONTROLS AND PROCEDURES	47
ITEM 9B.	OTHER INFORMATION	48
ITEM 9C.	DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS	48

PART III
ITEM 10.	DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE	49
ITEM 11.	EXECUTIVE COMPENSATION	49
ITEM 12.	SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS	49
ITEM 13.	CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE	49
ITEM 14.	PRINCIPAL ACCOUNTANT FEES AND SERVICES	49

PART IV
ITEM 15.	EXHIBIT AND FINANCIAL STATEMENT SCHEDULES	50
ITEM 16.	FORM 10-K SUMMARY	52


Statutory Splits						Negotiated Splits
Net terminal income splits are statutorily predetermined; minimum and maximum wagers are mandated by the applicable governing bodies						Net terminal income splits are negotiated
Pricing is not considered a factor as revenue splits with our locations are mandated by law						Pricing is driver in contract negotiations as all revenue splits are negotiated
Location and customer experience are key differentiating factors for selecting us over our competitors						Our focus on player appeal, customer service and reputation are also key factors impacting competition
Our markets with statutory splits are: Illinois, Georgia, Pennsylvania						Our markets with negotiated splits are: Montana, Nevada, Nebraska, Iowa, Louisiana


Period	Total number of shares purchased	Average price paid per share	Maximum approximate dollar value of shares that may yet be purchased under the program (in millions)

October 1, 2024 - October 31, 2024	109,872	$11.33	$59.2

November 1, 2024 - November 30, 2024	61,690	$11.27	$58.5

December 1, 2024 - December 31, 2024	189,270	$10.98	$56.4
Total	360,832	$11.14


	1/1/2020	12/31/2020	12/31/2021	12/31/2022	12/31/2023	12/31/2024
Accel Entertainment	$100.00	$80.80	$104.16	$61.60	$82.16	$85.44
NASDAQ Composite Index	$100.00	$141.75	$172.07	$115.12	$165.10	$212.39
RUSSELL 3000 Casinos & Gambling Industry Index	$100.00	$112.08	$110.40	$82.41	$103.19	$98.63


(in thousands, except %s)	Year Ended December 31,				Increase / (Decrease)
	2024		2023		Change		Change %
Revenues:
Net gaming	$	1,172,777	$	1,113,573	$	59,204	5.3	%
Amusement	22,244		23,973		(1,729)		(7.2)	%
Manufacturing	12,235		13,353		(1,118)		(8.4)	%
ATM fees and other	23,716		19,521		4,195		21.5	%
Total net revenues	1,230,972		1,170,420		60,552		5.2	%
Operating expenses:
Cost of revenue (exclusive of depreciation and amortization expense shown below)	852,373		809,524		42,849		5.3	%
Cost of manufacturing goods sold (exclusive of depreciation and amortization expense shown below)	7,100		7,671		(571)		(7.4)	%
General and administrative	194,721		180,248		14,473		8.0	%
Depreciation and amortization of property and equipment	43,978		37,906		6,072		16.0	%
Amortization of intangible assets and route and customer acquisition costs	22,577		21,211		1,366		6.4	%
Other expenses, net	19,339		6,453		12,886		199.7	%
Total operating expenses	1,140,088		1,063,013		77,075		7.3	%
Operating income	90,884		107,407		(16,523)		(15.4)	%
Interest expense, net	35,892		33,144		2,748		8.3	%

Loss on change in fair value of contingent earnout shares	1,276		8,539		(7,263)		(85.1)	%
Gain on expiration of warrants	(13)		—		(13)		(100.0)	%

Income before income tax expense	53,729		65,724		(11,995)		(18.3)	%
Income tax expense	18,438		20,121		(1,683)		(8.4)	%
Net income	$	35,291	$	45,603	$	(10,312)	(22.6)	%


	Year Ended December 31, 2024				Increase / (Decrease)
	2024		2023		Change		Change %
Total net revenues by state:
Illinois	$	906,572	$	867,200	$	39,372	4.5	%
Montana	161,698		154,402		7,296		4.7	%
Nevada	114,551		117,074		(2,523)		(2.2)	%
Nebraska	25,384		19,043		6,341		33.3	%
Louisiana (1)	5,445		—		5,445		100.0	%
All other	17,322		12,701		4,621		36.4	%
Total net revenues	$	1,230,972	$	1,170,420	$	60,552	5.2	%


	As of December 31,		Increase / (Decrease)
	2024	2023	Change	Change %
Illinois	2,775	2,762	13	0.5	%
Montana	619	609	10	1.6	%
Nevada	357	352	5	1.4	%
Nebraska	270	238	32	13.4	%
Louisiana	96	—	96	100.0	%
Total locations	4,117	3,961	156	3.9	%


(in thousands)	Year Ended December 31,
	2024		2023		Change
Net cash provided by operating activities	$	121,194	$	132,530	$	(11,336)
Net cash used in investing activities	(124,151)		(59,793)		(64,358)
Net cash provided by (used in) financing activities	22,651		(35,239)		57,890


Exhibit No.						Exhibit

3.1						Amended and Restated Certificate of Incorporation of Accel Entertainment, Inc. (Incorporated by reference to Exhibit 3.2 to the Company’s Current Report on Form 8-K dated November 20, 2019).

3.2						Amended and Restated Bylaws of Accel Entertainment, Inc. (Incorporated by reference to Exhibit 3.3 to the Company’s Current Report on Form 8-K dated November 20, 2019).

3.3						Amendment No. 1 to the Bylaws of Accel Entertainment, Inc (Incorporated by reference to Exhibit 3.3 to the Current Report on Form 8-K dated May 6, 2020).

4.1						Description of the Company’s Common Stock Registered Under Section 12 of the Securities Exchange Act of 1934, as amended (Incorporated by reference to Exhibit 4.1 to the Company's Annual Report on Form 10-K for the year ended December 31, 2020).

4.2						Nominating and Support Agreement, dated November 6, 2019 (Incorporated by reference to Exhibit 10.1 filed with the Company’s Current Report on Form 8-K dated November 6, 2019).

4.3						Mutual Support Agreement, dated November 6, 2019 (Incorporated by reference to Exhibit 99.1 filed with the Company’s Current Report on Form 8-K dated November 6, 2019).

10.1 **						Amended and Restated Long Term Incentive Plan (Incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K dated May 4, 2023)

10.2**						Accel Entertainment, Inc. 2011 Equity Incentive Plan (Incorporated by reference to Exhibit 4.4 to the Company’s Registration Statement on Form S-8 dated January 24, 2020).

10.3**						Accel Entertainment, Inc. 2016 Equity Incentive Plan (Incorporated by reference to Exhibit 4.5 to the Company’s Registration Statement on Form S-8 dated January 24, 2020).

10.4						Restricted Stock Agreement, dated as of November 20, 2019 (Incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K dated November 20, 2019).

10.5						Warrant Agreement, dated as of November 20, 2019 (Incorporated by reference to Exhibit 10.3 to the Company’s Current Report on Form 8-K dated November 20, 2019).

10.6						Registration Rights Agreement, dated as of November 20, 2019 (Incorporated by reference to Exhibit 10.4 to the Company’s Current Report on Form 8-K dated November 20, 2019).

10.7						Form of Indemnity Agreement (Incorporated by reference to Exhibit 10.5 to the Company’s Current Report on Form 8-K dated November 20, 2019).

10.8+						Membership Interest Purchase Agreement, by and among GRE-Illinois, LLC, Great River Entertainment, LLC, Grand River Jackpot, LLC and Accel Entertainment Gaming, LLC, dated as of August 26, 2019 (Incorporated by reference to Exhibit 10.6 to the Company’s Current Report on Form 8-K dated November 20, 2019).

10.9						Credit Agreement, by and among New Pace LLC, the Company, Capital One, National Association and the other parties thereto, dated as of November 13, 2019 (Incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K dated November 13, 2019).

10.9(A)						Amendment No.1 to the Credit Agreement, by and among the Registrant, Capital One, National Association and the other parties thereto, dated November 13, 2019 (Incorporated by reference to Exhibit 10.9(A) to the Company’s Current Report on Form 8-K dated August 6, 2020).


10.9(B)						Amendment No. 2 to the Credit Agreement, by and among the Registrant, Capital One, National Association and the other parties thereto, dated November 13, 2019 (Incorporated by reference to Exhibit 10.9(B) to the Company’s Current Report on Form 8-K dated October 22, 2021)
10.9(C)						Amendment No. 3 to the Credit Agreement, by and among the Registrant, Capital One, National Association and the other parties thereto, dated November 13, 2019 (Incorporated by reference to Exhibit 10.9(C) to the Company’s Quarterly Report on Form 10-Q filed with the SEC on August 3, 2023)

10.9(D)						Amendment No. 4 to the Credit Agreement, by and among the Registrant, Capital One, National Association and the other parties thereto, dated November 13, 2019 (Incorporated by reference to Exhibit 10.9(D) to the Company's Current Report on Form 8-K dated August 25, 2023)

10.10**						Employment Agreement by and between Accel Entertainment Gaming, LLC and Andrew Rubenstein, dated as of January 28, 2013, as amended by First Amendment to Employment Agreement, dated December 13, 2016, and Second Amendment to Employment Agreement, dated as of January 31, 2019 (Incorporated by reference to Exhibit 10.16 to the proxy statement/prospectus on Form S-4/A dated October 24, 2019).

10.10(A)**						Amended and Restated Executive Employment Agreement, dated July 15, 2020, by and between Accel Entertainment, Inc., and Andrew Rubenstein (Incorporated by reference to Exhibit 10.10(A) to the Current Report on Form 8-K filed with the SEC on July 20, 2020).

10.10(B) **						Amendment to Executive Employment Agreement, dated April 27, 2023, by and between Accel Entertainment, Inc., and Andrew Rubenstein. (Incorporated by reference to Exhibit 10.10(B) to the Company’s Current Report on Form 8-K dated April 27, 2023)

10.11**						Employment Agreement by and between Accel Entertainment Gaming, LLC and Brian Carroll, dated as of March 18, 2014, as amended by First Amendment to Employment Agreement, dated November 9, 2017, and Second Amendment to Employment Agreement, dated as of July 9, 2018 (Incorporated by reference to Exhibit 10.17 to the proxy statement/prospectus on Form S-4/A dated October 24, 2019).

10.11(A)**						Amended and Restated Executive Employment Agreement, dated July 16, 2020, by and between Accel Entertainment, Inc., and Derek Harmer (Incorporated by reference to Exhibit 10.11(A) to the Current Report on Form 8-K filed with the SEC on July 20, 2020).

10.11(B) **						Amendment to Executive Employment Agreement, dated July 15, 2023, by and between Accel Entertainment, Inc., and Derek Harmer (Incorporated by reference to Exhibit 10.11(B) to the Company's Current Report on Form 8-K dated July 18, 2023)

10.12**						Employment Agreement by and between Accel Entertainment Gaming, LLC and Derek Harmer, dated as of July 9, 2012, as amended by First Amendment to Employment Agreement, dated November 8, 2017, and Second Amendment to Employment Agreement, dated as of July 9, 2018 (Incorporated by reference to Exhibit 10.18 to the proxy statement/prospectus on Form S-4/A dated October 24, 2019).

10.12(A)**						Amended and Restated Executive Employment Agreement, dated July 16, 2020, by and between Accel Entertainment, Inc., and Brian Carroll (Incorporated by reference to Exhibit 10.12(A) to the Current Report on Form 8-K filed with the SEC on July 20, 2020).

10.12(B)**						Second Amended and Restated Employment Agreement, dated November 10, 2021, by and between Accel Entertainment, Inc. and Brian Carroll (Incorporated by reference to Exhibit 10.12(B) to the Company's Current Report on Form 8-K dated November 12, 2021).

10.13**						Form of Company Restricted Stock Unit Award Agreement (Incorporated by reference to Exhibit 10.13 to the Company's Quarterly Report on Form 10-Q as filed with the SEC on May 3, 2023).

10.14**						Form of Company Stock Option Award Agreement (Incorporated by reference to Exhibit 10.13 to the Company's Current Report on Form 8-K dated February 27, 2020).

10.15**						Advisor Agreement, dated February 28, 2020, by and between Gordon Rubenstein and the Company (Incorporated by reference to Exhibit 10.13 to the Company's Current Report on Form 8-K dated February 27, 2020).

10.16**						Employment Agreement by and between Accel Entertainment Gaming, LLC and Mark Phelan, dated as of May 1, 2017. (Incorporated by reference to Exhibit 10.16 to the Company's Annual Report on Form 10-K for the year ended December 31, 2019).

10.19						Tender and Exchange Agreement, dated June 18, 2020, by and among the Company and the holders of Private Placement Warrants party thereto (Incorporated by reference to Exhibit 10.19 to the Quarterly Report on Form 10-Q filed with the SEC on August 6, 2020).

10.20						Securities Purchase Agreement, by and among Century Gaming Inc., the shareholders of Century, the Company, Accel Entertainment LLC, and Steve W. Arntzen as the Sellers representative, dated as of March 2, 2021 (Incorporated by reference to Exhibit 10.1 to the Company's Current Report on Form 8-K dated March 2, 2021).


10.21**						Amended and Restated Executive Employment Agreement, dated March 15, 2021, by and between Accel Entertainment, Inc., and Mark Phelan. (Incorporated by reference to Exhibit 10.21 to the Quarterly Report on Form 10-Q filed with the SEC on May 10, 2021.


10.21(A)**						Amendment No. 1, dated February 24, 2023, to the Amended and Restated Executive Employment Agreement, dated March 15, 2021, by and between Accel Entertainment, Inc. and Mark Phelan (Incorporated by reference to Exhibit 10.21(A) to the Annual Report on From 10-K filed with the SEC on March 1, 2023)

10.21(B)						Amendment to Executive Employment Agreement, dated October 6, 2023, by and between Accel Entertainment, Inc., and Mark Phelan (Incorporated by reference to Exhibit 10.21(B) to the Company’s Current Report on Form 8-K dated October 6, 2023)

10.22**						Executive Employment Agreement, dated April 25, 2022, by and between Accel Entertainment, Inc., and Mathew Ellis.(Incorporated by reference to Exhibit 10.22 to the Company's Quarterly Report on Form 10-Q filed with the SEC on May 4, 2022).

10.23**						Form of Performance-Based Restricted Stock Unit Award Agreement (Incorporated by reference to Exhibit 10.23 to the Company's Quarterly Report on Form 10-Q as filed with the SEC on May 3, 2023).

10.24**						Performance-Based Restricted Stock Unit Grant Notice and Agreement, dated April 27, 2023, for Andrew Rubenstein (Incorporated by reference to Exhibit 10.24 to the Company’s Current Report on Form 8-K dated April 27, 2023)

10.25						Agreement and Plan of Merger, by and among Fairmount Holdings, Inc., Fairmount Merger Sub, Inc., Accel Entertainment, Inc. and Robert V. Vitale, an individual, solely in his capacity as the Shareholder Representative, dated as of July 12, 2024 (Incorporated by reference to Exhibit 10.1 to the Company's Current Report on Form 8-K dated July 15, 2024)

19 *						I nsider Trading Policy

21.1 *						List of Subsidiaries

23 *						Consent of Independent Registered Public Accounting Firm

24.1						Power of Attorney (included on the signature page of this Annual Report on Form 10-K)

31.1 *						Certification of Principal Executive Officer pursuant to Exchange Act Rules 13a-14(a) and 15d-14(a)

31.2 *						Certification of Principal Financial Officer pursuant to Exchange Act Rules 13a-14(a) and 15d-14(a)

32.1 *						Section 1350 Certification of Principal accelexhibit32112312024.htm Officer

32.2 *						Section 1350 Certification of Principal Financial Officer

97						Policy Relating to Recovery of Erroneously Awarded Compensation (Incorporated by reference to Exhibit 97 to the Company’s Annual Report on Form 10-K dated February 28, 2024)

101.INS *						XBRL Instance Document

101.SCH *						XBRL Taxonomy Extension Schema Document

101.CAL *						XBRL Taxonomy Extension Calculation Linkbase Document

101.DEF *						XBRL Taxonomy Extension Definition Linkbase Document

101.LAB *						XBRL Taxonomy Extension Label Linkbase Document

101.PRE *						XBRL Taxonomy Extension Presentation Linkbase Document

104 *						Cover Page Inline XBRL File (included in Exhibit 101)


	ACCEL ENTERTAINMENT, INC.

Date: March 3, 2025	By:	/s/ Christie Kozlik
		Christie Kozlik Chief Accounting Officer


	As of December 31,		Increase / (Decrease)
	2024	2023	Change	Change %
Illinois	15,693	15,276	417	2.7	%
Montana	6,467	6,276	191	3.0	%
Nevada	2,650	2,704	(54)	(2.0)	%
Nebraska	948	827	121	14.6	%
Louisiana	588	—	588	100.0	%
Total gaming terminals	26,346	25,083	1,263	5.0	%


(in thousands, except par value and share amounts)	December 31,
	2024		2023
Assets
Current assets:
Cash and cash equivalents	$	281,305	$	261,611
Accounts receivable, net	10,550		13,467
Prepaid expenses	8,950		6,287
Inventories	8,122		7,681

Interest rate caplets	6,342		8,140

Other current assets	10,883		15,408
Total current assets	326,152		312,594
Property and equipment, net	307,997		260,813
Noncurrent assets:
Route and customer acquisition costs, net	23,258		19,188
Location contracts acquired, net	202,618		176,311
Goodwill	116,252		101,554
Other intangible assets, net	53,940		23,352


Interest rate caplets, net of current	479		4,871

Other assets	17,702		14,210
Total noncurrent assets	414,249		339,486
Total assets	$	1,048,398	$	912,893
Liabilities, Temporary equity, and Stockholders’ equity
Current liabilities:
Current maturities of debt	$	34,443	$	28,483

Current portion of route and customer acquisition costs payable	2,197		1,505
Accrued location gaming expense	4,734		9,350
Accrued state gaming expense	19,802		18,364
Accounts payable and other accrued expenses	41,944		36,012
Accrued compensation and related expenses	12,117		12,648
Current portion of consideration payable	3,116		3,288
Total current liabilities	118,353		109,650
Long-term liabilities:
Debt, net of current maturities	560,936		514,091


ACCEL ENTERTAINMENT, INC. CONSOLIDATED STATEMENTS OF CASH FLOWS
(in thousands)	Year Ended December 31,
	2024		2023		2022
Cash flows from operating activities:
Net income	$	35,291	$	45,603	$	74,102
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization of property and equipment	43,978		37,906		29,295
Amortization of intangible assets and route and customer acquisition costs	22,577		21,211		17,484
Impairment of intangible assets	846		—		—
Amortization of debt issuance costs	1,788		1,808		2,110

Stock-based compensation	12,204		9,416		6,840
Loss (gain) on change in fair value of contingent earnout shares	1,276		8,539		(19,544)

Gain on disposal of property and equipment	606		(10)		(608)
Loss on write-off of route and customer acquisition costs and route and customer acquisition costs payable	1,148		935		757

Remeasurement of contingent consideration	6,486		(522)		(3,524)
Payments on consideration payable	(2,804)		(4,795)		(3,570)
Accretion of interest on route and customer acquisition costs payable, contingent consideration, and contingent stock consideration	1,640		1,480		2,460

Deferred income taxes	(2,388)		7,346		13,433


Changes in operating assets and liabilities, net of acquisition of businesses:
Prepaid expenses and other current assets	(788)		(987)		(1,610)
Accounts receivable, net	5,011		(2,301)		(1,651)
Inventories	(343)		(734)		(500)
Route and customer acquisition costs	(7,522)		(3,448)		(4,347)
Route and customer acquisition costs payable	2,451		(441)		358
Accounts payable and accrued expenses	(1,239)		15,466		1,791
Accrued compensation and related expenses	(531)		2,041		95

Other assets	1,507		(5,983)		(5,372)
Net cash provided by operating activities	121,194		132,530		107,999
Cash flows from investing activities:
Purchases of property and equipment	(66,542)		(81,744)		(47,379)
Proceeds from the sale of property and equipment	984		1,681		2,144


ACCEL ENTERTAINMENT, INC. CONSOLIDATED STATEMENTS OF CASH FLOWS - (Continued)
(in thousands)	Year Ended December 31,
	2024		2023		2022
Supplemental disclosures of cash flow information:
Cash payments for:
Interest, net	$	32,767	$	30,248	$	19,942
Income taxes	$	22,306	$	11,741	$	7,662
Supplemental schedules of noncash investing and financing activities:
Purchases of property and equipment in accounts payable and accrued liabilities	$	13,446	$	14,923	$	9,763
Deferred premium on interest rate caplets	$	1,076	$	2,059	$	3,025
Fair value of treasury stock issued in business combination	$	40,472	$	—	$	5,584

Acquisition of businesses and assets:
Total identifiable net assets acquired	$	110,472	$	7,195	$	185,415
Less cash acquired	(5,872)		—		(33,270)
Less contingent consideration	(5,935)		—		(2,533)
Less fair value of treasury stock issued	(40,472)		—		(5,584)


Less advances on purchase price paid in prior period	(4,600)		—		—
Cash purchase price	$	53,592	$	7,195	$	144,028


Report of Independent Registered Public Accounting Firm			F-2

Consolidated Statements of Operations and Comprehensive Income			F-4

Consolidated Balance Sheets			F-5

Consolidated Statements of Temporary Equity and Stockholders’ Equity			F-6

Consolidated Statements of Cash Flows			F-7

Notes to Consolidated Financial Statements			F-9


(in thousands, except per share amounts)	Years ended December 31,
	2024		2023		2022
Revenues:
Net gaming	$	1,172,777	$	1,113,573	$	925,009
Amusement	22,244		23,973		21,106
Manufacturing	12,235		13,353		7,621
ATM fees and other	23,716		19,521		16,061
Total net revenues	1,230,972		1,170,420		969,797
Operating expenses:
Cost of revenue (exclusive of depreciation and amortization expense shown below)	852,373		809,524		666,126
Cost of manufacturing goods sold (exclusive of depreciation and amortization expense shown below)	7,100		7,671		4,775
General and administrative	194,721		180,248		145,942
Depreciation and amortization of property and equipment	43,978		37,906		29,295
Amortization of intangible assets and route and customer acquisition costs	22,577		21,211		17,484
Other expenses, net	19,339		6,453		9,320
Total operating expenses	1,140,088		1,063,013		872,942
Operating income	90,884		107,407		96,855
Interest expense, net	35,892		33,144		21,637

Loss (gain) on change in fair value of contingent earnout shares	1,276		8,539		(19,544)
Gain on expiration of warrants	(13)		—		—

Income before income tax expense	53,729		65,724		94,762
Income tax expense	18,438		20,121		20,660
Net income	$	35,291	$	45,603	$	74,102
Less: Net income attributed to redeemable noncontrolling interests	39		—		—
Net income attributable to Accel Entertainment, Inc.	$	35,252	$	45,603	$	74,102

Earnings per common share:
Basic	$	0.42	$	0.53	$	0.82
Diluted	0.41		0.53		0.81
Weighted average number of shares outstanding:
Basic	83,747		85,949		90,629
Diluted	84,977		86,803		91,229

Comprehensive income
Net income	$	35,291	$	45,603	$	74,102

Unrealized (loss) gain on interest rate caplets (net of income taxes of $(1,428), $(1,618), and $4,693 respectively	(3,791)		(4,304)		12,240
Comprehensive income	$	31,500	$	41,299	$	86,342
Less: Comprehensive Income attributed to redeemable noncontrolling interests	39		—		—
Comprehensive Income attributable to Accel Entertainment, Inc.	$	31,461	$	41,299	$	86,342


(in thousands, except shares)	Temporary equity -redeemable noncontrolling interest		Class A-1 Common Stock			Additional Paid-In Capital	Treasury Stock							Accumulated Other Comprehensive Income	Accumulated Earnings (Deficit)		Total Stockholders’ Equity
			Shares	Amount					Shares		Amount
Balance, January 1, 2022	$	—	93,410,563	$	9		$	187,656		(701,305)		$	(8,983)		$	—	$	(20,221)	$	158,461
Repurchase of common stock	—		(7,643,978)	—			—			(7,643,978)		(79,003)			—		—		(79,003)
Reissuance of treasury stock in business combination	—		515,622	—			(705)			515,622		6,289			—		—		5,584
Stock-based compensation	—		—	—			6,840			—		—			—		—		6,840
Exercise of stock-based awards	—		392,183	—			366			—		—			—		—		366
Unrealized loss on interest rate caplets, net of taxes	—		—	—			—			—		—			12,240		—		12,240
Net income	—		—	—			—			—		—			—		74,102		74,102
Balance, December 31, 2022	—		86,674,390	9			194,157			(7,829,661)		(81,697)			12,240		53,881		178,590
Repurchase of common stock	—		(3,063,914)	(1)			—			(3,063,914)		(30,373)			—		—		(30,374)
Stock based compensation	—		—	—			9,416			—		—			—		—		9,416
Exercise of stock-based awards, net of shares withheld	—		512,909	—			(527)			—		—			—		—		(527)
Unrealized loss on interest rate caplets, net of taxes	—		—	—			—			—		—			(4,304)		—		(4,304)
Net income	—		—	—			—			—		—			—		45,603		45,603
Balance, December 31, 2023	—		84,123,385	8			203,046			(10,893,575)		(112,070)			7,936		99,484		198,404
Repurchase of common stock	—		(2,446,700)	—			—			(2,446,700)		(25,749)			—		—		(25,749)
Reissuance of treasury stock in business combination	—		3,145,504	—			4,091			3,145,504		32,334			—		—		36,425
Issuance of common stock in business combination	—		349,500	—			4,047			—		—			—		—		4,047
Stock based compensation	—		—	—			12,204			—		—			—		—		12,204
Exercise of stock-based awards, net of shares withheld	—		498,566	—			(1,763)			—		—			—		—		(1,763)
Unrealized loss on interest rate caplets, net of taxes	—		—	—			—			—		—			(3,791)		—		(3,791)
Acquired redeemable noncontrolling interest(1)	4,239		—	—			—			—		—			—		—		—
Net income	—		—	—			—			—		—			—		35,252		35,252
Net income attributable to noncontrolling interest	39		—	—			—			—		—			—		—		—
Balance, December 31, 2024	4,278		85,670,255	8			221,625			(10,194,771)		(105,485)			4,145		134,736		255,029


			Years
Gaming terminals, software and equipment			3-13
Amusement, ATM and other equipment			7-10
Office equipment and furniture			7
Computer software and equipment			3-5
Leasehold improvements *			5
Vehicles			5
Buildings and improvements			15-29


	2024		2023
Raw materials and manufacturing supplies	$	6,113	$	5,693
Finished products	2,009		1,988
Total inventories	$	8,122	$	7,681


	2024		2023
Cost	$	39,204	$	33,855
Accumulated amortization	(15,946)		(14,667)
Route and customer acquisition costs, net	$	23,258	$	19,188


Year ending December 31:
2025	$	2,541
2026	2,472
2027	2,383
2028	2,258
2029	1,885
Thereafter	11,719
Total	$	23,258


Year ending December 31:
2025	$	20,256
2026	20,111
2027	20,008
2028	19,962
2029	19,916
Thereafter	102,365
Total	$	202,618




Goodwill balance as of January 1, 2023	$	100,707
Addition to goodwill for acquisition of Rendezvous	847
Goodwill balance as of December 31, 2023	$	101,554
Addition to goodwill for acquisition of Jorgenson's Lounge	306
Addition to goodwill for acquisition of Lucky 7s	145
Addition to goodwill for acquisition of 24th Street Station	146
Addition to goodwill for acquisition of Toucan Gaming	2,130
Addition to goodwill for acquisition of Fairmount	11,971
Goodwill balance as of December 31, 2024	$	116,252


		2024						2023
	Amortization Period	Gross Carrying Amount		Accumulated Amortization (1)		Net Carrying Amount		Gross Carrying Amount		Accumulated Amortization		Net Carrying Amount

Customer Relationships	7 years	$	6,800	$	(3,325)	$	3,475	$	6,800	$	(1,538)	$	5,262
Software Applications	8 years	7,800		(2,519)		5,281		7,800		(1,544)		6,256
Trade Names	20 years	11,700		(1,265)		10,435		9,800		(776)		9,024
Operating licenses	Indefinite	34,749		N/A		34,749		2,810		N/A		2,810
		$	61,049	$	(7,109)	$	53,940	$	27,210	$	(3,858)	$	23,352


	2024		2023
Senior Secured Credit Facility (as amended):
Revolving credit facility	$	6,500	$	46,000
Term Loan	293,125		310,625
Delayed Draw Term Loan	297,750		188,750
Total borrowings	597,375		545,375
Add: Remaining premium on interest rate caplets financed as debt	1,076		2,059
Total debt	598,451		547,434
Less: Debt issuance costs	(3,072)		(4,860)
Total debt, net of debt issuance costs	595,379		542,574
Less: Current maturities	(34,443)		(28,483)
Total debt, net of current maturities	$	560,936	$	514,091


	2024		2023
Carrying value	$	598,451	547,434
Estimated fair value	$	594,955	$	543,724



Fair value of treasury stock issued	$	40,472


Cash and cash equivalents	$	858
Accounts receivable, net	1,477
Inventory	60
Prepaid expenses	575
Property and equipment, net	11,788
Location contracts acquired, net	17,600
Other intangible assets, net	8,600
Other assets	356
Accounts payable and other accrued expenses	(3,267)
Other long-term liabilities	(340)
Deferred income tax liability, net	(9,206)
Net assets acquired	28,501
Goodwill	$	11,971



Cash paid	$	38,253
Consideration payable	3,348
Total consideration	$	41,601

Cash and cash equivalents	$	1,816
Accounts receivable, net	618
Inventories	38
Other current assets	29
Property and equipment, net	11,625
Location contracts acquired, net	9,200
Other intangible assets, net	22,300
Deferred income tax asset	767
Other assets	1,194
Accounts payable and other accrued expenses	(3,122)
Current maturities of debt	(60)
Debt, net of current maturities	(520)
Other long-term liabilities	(175)
Temporary equity - redeemable noncontrolling interest	(4,239)
Net assets acquired	39,471
Goodwill	2,130



Cash paid	$	158,681
Fair value of stock issued	5,584
Total consideration	$	164,265
Cash and cash equivalents	$	33,229
Prepaid expenses	1,563
Accounts receivable	4,394
Inventories	6,441
Income taxes receivable	189
Other current assets	475
Property and equipment	29,302
Location contracts acquired	40,400
Other intangible assets	24,400
Accounts payable and other accrued expenses	(10,766)
Accrued compensation and related expenses	(1,626)
Other long-term liabilities	(446)
Deferred income tax liability	(16,646)
Net assets acquired	$	110,909
Goodwill	$	53,356


	2024				2023
	Current		Long-Term		Current		Long-Term
TAV *	$	—	$	—	$	2,005	—
Fair Share Gaming *	969		5,493		504		92

Skyhigh *	563		4,264		528		3,941


IVSM	94		187		94		168
IGE Asset Acquisition	586		1,605		—		—

Tom's Amusements*	—		—		57		—


Island	100		—		100		—


Randy's	165		—		—		—
Toucan Gaming	474		2,892		—		—
Pelican	165		155		—		—
Total	$	3,116	$	14,596	$	3,288	$	4,201


		Fair Value Measurement at Reporting Date Using
	December 31, 2023	Quoted Prices in Active Markets for Identical Assets (Level 1)	Significant Other Observable Inputs (Level 2)	Significant Unobservable Inputs (Level 3)
Assets:

Interest rate caplets	13,011	—	13,011	$	—


	2023
Assets:
Investment in convertible notes:
Beginning of year balance	$	32,065


Proceeds from settlement on convertible notes	(32,065)
Ending balance	$	—


			Fair Value Measurement at Reporting Date Using
	December 31, 2024		Quoted Prices in Active Markets for Identical Assets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)
Liabilities:
Contingent consideration	$	13,928	$	—	$	—	$	13,928
Contingent earnout shares	33,103		—		33,103		—

Total	$	47,031	$	—	$	33,103	$	13,928



Lease component	Classification	2024		2023
Operating lease ROU asset	Other assets	$	8,526	$	7,862
Finance lease ROU asset	Other assets	1,115		1,388
Current operating lease liability	Accounts payable and other accrued expenses	2,721		2,269
Current finance lease liability	Accounts payable and other accrued expenses	245		221
Long-term operating lease liability	Other long-term liabilities	6,125		5,826
Long-term finance lease liability	Other long-term liabilities	927		1,172