Accel Entertainment, Inc 10-K for FY2020

Accel Entertainment, Inc. (ACEL)

10-K 2021-03-16 For: 2020-12-31

Added on April 08, 2026

About this 10-K

Accel Entertainment, Inc filed this 10-K on March 16, 2021, covering the fiscal year ended December 31, 2020 (FY2020).

Headline figures

Fiscal year ended December 31, 2020, as reported in this filing, compared with the same period a year earlier where the filing states it.

Revenue: $316.35M; down 26.2% from $428.7M a year earlier
Net loss: $12.98M; compared with a net loss of $15.7M a year earlier
Diluted EPS: -$0.16; compared with -$0.25 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	11
ITEM 1B.	UNRESOLVED STAFF COMMENTS	36
ITEM 2.	PROPERTIES	36
ITEM 3.	LEGAL PROCEEDINGS	36
ITEM 4.	MINE SAFETY DISCLOSURES	38

PART II
ITEM 5.	MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES	39
ITEM 6.	SELECTED FINANCIAL DATA	40
ITEM 7.	MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS	41
ITEM 7A.	QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK	58
ITEM 8.	FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA	58
ITEM 9.	CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE	58
ITEM 9A.	CONTROLS AND PROCEDURES	59
ITEM 9B.	OTHER INFORMATION	61

PART III
ITEM 10.	DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE	62
ITEM 11.	EXECUTIVE COMPENSATION	62
ITEM 12.	SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS	62
ITEM 13.	CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE	62
ITEM 14.	PRINCIPAL ACCOUNTANT FEES AND SERVICES	62

PART IV
ITEM 15.	EXHIBIT AND FINANCIAL STATEMENT SCHEDULES	63
ITEM 16.	FORM 10-K SUMMARY	65


	11/20/2019	12/31/2019	12/31/2020
Accel Entertainment	$100.00	$119.05	$92.24
NASDAQ Composite Index	$100.00	$105.23	$151.52
RUSSELL 3000 Casinos & Gambling Industry Index	$100.00	$107.94	$125.07


(in thousands, except %'s)	Year Ended December 31,				Increase / Decrease
	2020		2019		Change		Change %
Revenues:			(As Restated)
Net gaming	$	300,520	$	410,636	$	(110,116)	(26.8)	%
Amusement	9,247		9,749		(502)		(5.1)	%
ATM fees and other revenue	6,585		8,311		(1,726)		(20.8)	%
Total net revenues	316,352		428,696		(112,344)		(26.2)	%
Operating expenses:
Cost of revenue (exclusive of depreciation and amortization expense shown below)	211,086		282,008		(70,922)		(25.1)	%
General and administrative	77,420		69,330		8,090		11.7	%
Depreciation and amortization of property and equipment	20,969		26,398		(5,429)		(20.6)	%
Amortization of route and customer acquisition costs and location contracts acquired	22,608		17,975		4,633		25.8	%
Other expenses, net	8,948		19,649		(10,701)		(54.5)	%
Total operating expenses	341,031		415,360		(74,329)		(17.9)	%
Operating (loss) income	(24,679)		13,336		(38,015)		(285.1)	%
Interest expense, net	13,707		12,860		847		6.6	%
(Gain) loss on change in fair value of contingent earnout shares	(8,484)		9,837		(18,321)		(186.2)	%
Loss on debt extinguishment	—		1,141		(1,141)		(100.0)	%
Loss before income tax (benefit) expense	(29,902)		(10,502)		(19,400)		184.7	%
Income tax (benefit) expense	(16,918)		5,199		(22,117)		(425.4)	%
Net loss	$	(12,984)	$	(15,701)	$	2,717	(17.3)	%


	As of and for the year ended December 31,				Increase / Decrease
	2020		2019		Change		Change %
Licensed establishments	2,435		2,312		123		5.3	%
Video gaming terminals	12,247		10,499		1,748		16.6	%
Average remaining contract term (years) (1)	6.8		6.9		(0.1)		(1.4)	%
Location hold-per-day (2)	$	585	$	590	$	(5)	(0.8)	%


(in thousands)	Year Ended December 31,
	2020		2019		2018
			(As Restated)
Net (loss) income	$	(12,984)	$	(15,701)	$	10,803
Adjustments:
Amortization of route and customer acquisition costs and location contracts acquired(1)	22,608		17,975		14,681
Stock-based compensation(2)	5,538		2,236		453
(Gain) loss on change in fair value of contingent earnout shares(3)	(8,484)		9,837		—
Other expenses, net(4)	8,948		19,649		3,030
Tax effect of adjustments(5)	(9,850)		(11,301)		(5,831)
Adjusted net income	$	5,776	$	22,695	$	23,136
Depreciation and amortization of property and equipment	20,969		26,398		20,782
Interest expense, net	13,707		12,860		9,644
Emerging markets(6)	517		—		—
Income tax (benefit) expense	(7,068)		16,500		10,253
Loss on debt extinguishment	—		1,141		—
Adjusted EBITDA	$	33,901	$	79,594	$	63,815


(in thousands, except per share data)	First Quarter		Second Quarter		Third Quarter		Fourth Quarter

2020(1):
Total revenues	$	106,463	$	379	$	135,096	$	74,414
Operating income (loss)	2,143		(23,840)		8,984		(11,966)
Income (loss) before income taxes	15,301		(33,503)		1,951		(13,651)
Net income (loss)	15,440		(28,448)		8,544		(8,520)
Earnings (loss) per common share:
Basic	0.20		(0.36)		0.10		(0.09)
Diluted	0.20		(0.36)		0.10		(0.09)

2019(2):
Total revenues	$	98,444	$	105,263	$	102,177	$	122,812
Operating income (loss)	8,719		9,256		1,018		(5,657)
Income (loss) before income taxes	5,673		6,099		(2,297)		(19,976)
Net income (loss)	3,995		4,328		(1,598)		(22,425)
Earnings (loss) per common share (3) :
Basic	0.07		0.07		(0.03)		(0.36)
Diluted	0.06		0.07		(0.03)		(0.36)


Description of Material Weakness			Description of Planned Remediation
There is a material weakness in the design and implementation of the Company’s internal controls relating to review of the consolidated financial statements and certain of the associated accounting analysis, journal entries, non-recurring transactions and accounting reconciliations due, in part, to the lack of formally documented accounting policies and procedures, ineffective risk assessment, as well as headcount necessary to support consistent, timely and accurate financial reporting in accordance with U.S. GAAP.			Remediation plan includes enhanced management review controls on consolidated financial statements, the documentation of policies and procedures related to accounting in the consolidated financial statements including, but not limited to, Journal Entry Process, Finance Close, Account Reconciliations, Cash, Fixed Assets, etc., and hiring accounting and finance personnel to support timely and accurate financial reporting. This remediation plan is in-process and not yet complete.
There is a material weakness in the design and implementation of the Company’s internal controls relating to business combination accounting and route and customer acquisition cost accounting due to the absence of formalized internal controls surrounding the determination of the fair value and the accounting for assets acquired and liabilities assumed in business combinations and the accounting for the initial route and customer acquisition costs.			Remediation plan includes engaging third-party business combination valuation specialist to perform acquisition purchase price allocations, and enhanced management review controls on key methodologies, assumptions and inputs used in the valuations performed by the third-party specialist. and implementing internal controls relating to route acquisition cost accounting. This remediation plan is in-process and not yet complete.
There is a material weakness in the Company’s general information technology controls including the design and implementation of access and change management internal controls.			Remediation plan includes implementing COSO 2013 framework to evaluate IT environment, design general information technology controls, and implement those controls. This remediation plan is in-process and not yet complete.


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.

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**						Accel Entertainment, Inc. Long Term Incentive Plan (Incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K dated November 20, 2019).

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).


10.10**						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).

10.11**						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).

10.12**						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).

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

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).

10.17**						Executive Employment Agreement by and between Accel Entertainment, Inc. and Michael Marino, dated as of March 8, 2020. (incorporated by reference to Exhibit 10.17 to the Company's Annual Report on Form 10-K for the year ended December 31, 2019).

10.18**						Executive Employment Agreement by and between Accel Entertainment, Inc. and Ryan Hammer, dated as of March 6, 2020.(incorporated by reference to Exhibit 10.18 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).


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 Executive Officer

32.2 *						Section 1350 Certification of Principal Financial Officer

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 16, 2021	By:	/s/ Brian Carroll
		Brian Carroll Chief Financial Officer


Report of Independent Registered Public Accounting Firm			F-2

Consolidated Statements of Operations and Comprehensive (Loss) Income			F-3

Consolidated Balance Sheets			F-4

Consolidated Statements of Stockholders’ Equity			F-5

Consolidated Statements of Cash Flows			F-6

Notes to Consolidated Financial Statements			F-8


(in thousands, except per share amounts)	Years ended December 31,
	2020		2019		2018
Revenues:			(As Restated)
Net gaming	$	300,520	$	410,636	$	321,711
Amusement	9,247		9,749		7,001
ATM fees and other revenue	6,585		8,311		6,369
Total net revenues	316,352		428,696		335,081
Operating expenses:
Cost of revenue (exclusive of depreciation and amortization expense shown below)	211,086		282,008		217,457
General and administrative	77,420		69,330		54,295
Depreciation and amortization of property and equipment	20,969		26,398		20,782
Amortization of route and customer acquisition costs and location contracts acquired	22,608		17,975		14,681
Other expenses, net	8,948		19,649		2,997
Total operating expenses	341,031		415,360		310,212
Operating (loss) income	(24,679)		13,336		24,869
Interest expense, net	13,707		12,860		9,644
(Gain)/loss on change in fair value of contingent earnout shares	(8,484)		9,837		—
Loss on debt extinguishment	—		1,141		—
(Loss) income before income tax (benefit) expense	(29,902)		(10,502)		15,225
Income tax (benefit) expense	(16,918)		5,199		4,422
Net (loss) income	$	(12,984)	$	(15,701)	$	10,803
Earnings (loss) per share:
Basic (1)	$	(0.16)	$	(0.25)	$	0.19
Diluted (1)	(0.16)		(0.25)		0.17
Weighted average number of shares outstanding:
Basic (1)	83,045		61,850		57,621
Diluted (1)	83,045		61,850		62,182

Comprehensive (loss) income
Net (loss) income	$	(12,984)	$	(15,701)	$	10,803
Unrealized gain on investment in convertible notes (net of income taxes of $36)	93		—		—
Comprehensive (loss) income	$	(12,891)	$	(15,701)	$	10,803


(in thousands)	Year Ended December 31,
	2020		2019		2018
Net cash (used in) provided by operating activities	$	(3,705)	$	45,565	$	44,343
Net cash used in investing activities	(61,435)		(151,532)		(73,547)
Net cash provided by financing activities	74,188		139,141		46,122


(in thousands, except par value and share amounts)	December 31,
	2020		2019
Assets			(As Restated)
Current assets:
Cash and cash equivalents	$	134,451	$	125,403
Prepaid expenses	5,549		4,151
Income taxes receivable	3,341		3,907
Investment in convertible notes (current)	—		11,000
Other current assets	8,643		7,034
Total current assets	151,984		151,495
Property and equipment, net	143,565		119,201
Other assets:
Route and customer acquisition costs, net	15,251		17,399
Location contracts acquired, net	167,734		166,783
Goodwill	45,754		34,511
Investment in convertible notes, less current portion	30,129		19,000
Deferred income tax asset	3,824		—
Other assets	2,000		928
Total noncurrent assets	264,692		238,621
Total assets	$	560,241	$	509,317
Liabilities and Stockholders’ Equity
Current liabilities:
Current maturities of debt	$	18,250	$	15,000

Current portion of route and customer acquisition costs payable	1,608		1,700
Accrued location gaming expense	—		1,323
Accrued state gaming expense	—		7,119
Accounts payable and other accrued expenses	23,666		17,110
Accrued compensation and related expenses	5,853		2,401
Current portion of consideration payable	3,013		10,293
Total current liabilities	52,390		54,946
Long-term liabilities:
Debt, net of current maturities	321,891		334,692
Route and customer acquisition costs payable, less current portion	4,064		4,752
Consideration payable, less current portion	20,943		16,426
Contingent earnout share liability	33,069		61,478
Deferred income tax liability	—		12,976
Total long-term liabilities	379,967		430,324
Stockholders’ equity:


ACCEL ENTERTAINMENT, INC. CONSOLIDATED STATEMENTS OF CASH FLOWS
(in thousands)	Year Ended 31,
	2020		2019		2018
Cash flows from operating activities:			(As Restated)
Net (loss) income	$	(12,984)	$	(15,701)	$	10,803
Adjustments to reconcile net (loss) income to net cash provided by operating activities:
Depreciation and amortization of property and equipment	20,969		26,398		20,782
Amortization of route and customer acquisition costs and location contracts acquired	22,608		17,975		14,681
Amortization of debt issuance costs	2,064		655		394
Contributed capital, professional service fees paid by shareholder	—		2,891		—
Stock-based compensation	5,538		2,236		453
(Gain) loss on change in fair value of contingent earnout shares	(8,484)		9,837		—
Loss on disposal of property and equipment	47		100		61
Loss on write-off of route and customer acquisition costs and route and customer acquisition costs payable	910		342		516
Loss on debt extinguishment	—		1,141		—
Remeasurement of contingent consideration	(584)		6,723		852
Payments on consideration payable	(1,766)		—		—
Accretion of interest on route and customer acquisition costs payable, contingent consideration, and contingent stock consideration	2,030		1,623		912
Deferred income taxes	(16,836)		4,081		4,300
Changes in operating assets and liabilities, net of acquisition of businesses:
Prepaid expenses and other current assets	(2,904)		(3,507)		(491)
Income taxes receivable	566		(1,804)		(1,436)
Route and customer acquisition costs	(603)		(5,438)		(3,719)
Route and customer acquisition costs payable	(780)		(1,342)		(956)
Accounts payable and accrued expenses	(16,876)		(899)		(1,749)
Accrued compensation and related expenses	3,452		494		(900)
Consideration payable	—		—		(196)
Other assets	(72)		(240)		36
Net cash (used in) provided by operating activities	$	(3,705)	$	45,565	$	44,343
Cash flows from investing activities:
Purchases of property and equipment	(25,761)		(20,796)		(23,246)
Proceeds from the sale of property and equipment	394		121		1,173
Payments for location contracts acquired	—		—		(80)
Purchase of investment in convertible notes	—		(30,000)		—
Payments on consideration payable	(299)		—		—
Business and asset acquisitions, net of cash acquired	(35,769)		(100,857)		(51,394)
Net cash used in investing activities	$	(61,435)	$	(151,532)	$	(73,547)
Cash flows from financing activities:
Proceeds from term loan	—		240,000		46,250


ACCEL ENTERTAINMENT, INC. CONSOLIDATED STATEMENTS OF CASH FLOWS - (Continued)
(in thousands)	Year Ended 31,
	2020		2019		2018
Supplemental disclosures of cash flow information:			(As Restated)
Cash payments for:
Interest, net of amount of capitalized	$	12,854	$	12,024	$	8,719
Income taxes paid	$	—	$	1,759	$	1,594
Supplemental schedules of noncash investing and financing activities:
Purchases of property and equipment in accounts payable and accrued liabilities	$	14,992	$	11,501	$	2,243
Common stock offering costs in accounts payable and accrued liabilities	$	364	$	—	$	—
Conversion of contingent earnout shares	$	(19,924)	$	—	$	—
Reclassification of contingent stock consideration from liabilities to equity	$	—	$	—	$	2,575
Acquisition of businesses and assets:
Total identifiable net assets acquired	$	39,731	$	119,178	$	63,745
Less cash acquired	(716)		(8,861)		(3,633)
Less contingent consideration	(3,246)		(7,216)		(5,350)
Less promissory note	—		(2,244)		(3,368)


Cash purchase price	$	35,769	$	100,857	$	51,394


(in thousands, except shares)	Class A-1 Common Stock			Additional Paid-In Capital	Treasury Stock					Note Receivable, Stockholder		Accumulated Other Comprehensive Income		Accumulated Deficit		Total Stockholders’ Equity
	Shares	Amount					Shares		Amount

Balance, January 1, 2018	58,459,396	$	6		$	75,801		—		$	—	$	(3,268)	$	—	$	(28,005)	$	44,534
Repurchase of common and preferred stock	—	—			—			(694,726)		(3,343)		—		—		—		(3,343)
Exercise of common stock options	31,885	—			(782)			252,981		1,178		—		—		—		396
Receipt of stock previously issued pursuant to acquisition into treasury	—	—			—			(67,998)		(399)		—		—		—		(399)
Reclassification of contingent stock consideration	—	—			4,674			—		—		—		—		—		4,674
Settlement of note receivable issued	—	—			—			(802,137)		(3,268)		3,268		—		—		—
Stock-based compensation	—	—			453			—		—		—		—		—		453
Net income	—	—			—			—		—		—		—		10,803		10,803
Balance, December 31, 2018	58,491,281	$	6		$	80,146		(1,311,880)		$	(5,832)	$	—	$	—	$	(17,202)	$	57,118
Exercise of common stock options	342,139	—			(4,299)			1,244,725		7,524		—		—		—		3,225
Exercise of warrants	3,229,295	—			3,165			46,409		227		—		—		—		3,392
Stock-based compensation	—	—			2,236			—		—		—		—		—		2,236
Contributed capital, professional service fees paid by shareholder	—	—			2,891			—		—		—		—		—		2,891
Effect of reverse recapitalization:
Shares exchanged for withholding on stock options and shares repurchased	—	—			—			(906,128)		(9,331)		—		—		—		(9,331)

Net equity deficit from reverse recapitalization [as restated]	14,574,755	2			(29,793)			926,874		7,412		—		—		—		(22,379)

Cumulative transition adjustment for adoption of Topic 606, net of taxes	—	—			—			—		—		—		—		2,596		2,596

Net loss [as restated]	—	—			—			—		—		—		—		(15,701)		(15,701)
Balance, December 31, 2019[as restated]	76,637,470	$	8		$	54,346		—		$	—	$	—	$	—	$	(30,307)	$	24,047
Conversion of Class A-2 Common Stock to Class A-1 Common Stock	1,666,636	—			19,924			—		—		—		—		—		19,924
Stock-based compensation	—	—			5,538			—		—		—		—		—		5,538
Exercise of common stock options	359,987	—			839			—		—		—		—		—		839
Exercise of warrants	510	—			4			—		—		—		—		—		4
Exchange of warrants for common stock	5,581,890	—			1			—		—		—		—		—		1
Issuance of common stock, net	9,133,015	1			90,421			—		—		—		—		—		90,422
Unrealized gain on investment in convertible notes	—	—			—			—		—		—		93		—		93
Net loss	—	—			—			—		—		—		—		(12,984)		(12,984)
Balance, December 31, 2020	93,379,508	$	9		$	171,073		—		$	—	$	—	$	93	$	(43,291)	$	127,884


	December 31, 2019				March 31, 2020 (unaudited)				June 30, 2020 (unaudited)				September 30, 2020 (unaudited)
	As Reported		As Restated		As Reported		As Restated		As Reported		As Restated		As Reported		As Restated
Consolidated Balance Sheets:





Contingent earnout share liability	$	—	$	61,478	$	—	$	24,912	$	—	$	32,086	$	—	$	35,684

Total long-term liabilities	$	368,846	$	430,324	$	418,905	$	443,817	$	409,770	$	441,856	$	354,017	$	389,701
A-2 Common Stock	$	1	$	—	$	1	$	—	$	1	$	—	$	1	$	—
Additional paid-in capital	$	105,986	$	54,346	$	107,046	$	74,565	$	108,732	$	76,251	$	189,524	$	157,045
Accumulated deficit	$	(20,470)	$	(30,307)	$	(22,436)	$	(14,866)	$	(43,710)	$	(43,314)	$	(31,567)	$	(34,771)
Total stockholders' equity	$	85,525	$	24,047	$	84,619	$	59,707	$	65,031	$	32,945	$	157,967	$	122,283


	Year ended				Three Months Ended				Three Months Ended
	December 31, 2019				March 31, 2020				June 30, 2020
					(unaudited)				(unaudited)
	As Reported		As Restated		As Reported		As Restated		As Reported		As Restated
Consolidated Statement of Operations:
Amusement revenue	$	5,912	$	9,749	$	1,692	$	2,831	NC		NC
ATM fees and other revenue	$	7,837	$	8,311	$	1,961	$	2,057	NC		NC
Total net revenues	$	424,385	$	428,696	$	105,228	$	106,463	NC		NC
Cost of revenue (exclusive of depreciation and amortization expense shown below)	$	271,999	$	282,008	$	67,980	$	70,708	$	—	$	530
General and administrative	$	75,028	$	69,330	$	23,468	$	21,975	$	10,451	$	9,921
Total operating expenses	$	411,049	$	415,360	$	103,084	$	104,320	NC		NC
(Gain) loss on change in fair value of contingent earnout shares	$	—	$	9,837	$	—	$	(17,406)	$	—	$	7,174
(Loss) income before income tax (benefit) expense	$	(665)	$	(10,502)	$	(2,105)	$	15,301	$	(26,329)	$	(33,503)

Net (loss) income	$	(5,864)	$	(15,701)	$	(1,966)	$	15,440	$	(21,274)	$	(28,448)
(Loss) earnings per share:
Basic	$	(0.09)	$	(0.25)	$	(0.03)	$	0.20	$	(0.27)	$	(0.36)
Diluted	$	(0.09)	$	(0.25)	$	(0.03)	$	0.20	$	(0.27)	$	(0.36)


	Six Months Ended				Three Months Ended				Nine Months Ended
	June 30, 2020				September 30, 2020				September 30, 2020
	(unaudited)				(unaudited)				(unaudited)
	As Reported		As Restated		As Reported		As Restated		As Reported		As Restated
Consolidated Statements of Operations and Comprehensive (Loss) Income:
Amusement revenue	$	1,952	$	3,091	$	4,171	$	3,031	NC		NC
ATM fees and other revenue	$	2,080	$	2,177	$	2,526	$	2,431	NC		NC
Total net revenues	$	105,607	$	106,843	$	136,332	$	135,097	NC		NC
Cost of revenue (exclusive of depreciation and amortization expense shown below)	$	67,980	$	71,239	$	91,792	$	90,556	NC		NC
General and administrative	$	33,919	$	31,896	$	23,164	$	23,164	NC		NC
Total operating expenses	$	127,303	$	128,539	$	127,348	$	126,113	NC		NC
(Gain) loss on change in fair value of contingent earnout shares	$	—	$	(10,232)	$	—	$	3,599	$	—	$	(6,633)
(Loss) income before income tax (benefit) expense	$	(28,434)	$	(18,202)	$	5,550	$	1,951	$	(22,885)	$	(16,252)

Net (loss) income	$	(23,240)	$	(13,008)	$	12,143	$	8,544	$	(11,097)	$	(4,464)
Earnings (loss) per share:
Basic	$	(0.30)	$	(0.17)	$	0.15	$	0.10	$	(0.14)	$	(0.06)
Diluted	$	(0.30)	$	(0.17)	$	0.14	$	0.10	$	(0.14)	$	(0.06)


	Year ended
	December 31, 2020
Decrease to depreciation expense	$	7,704
Decrease to net loss	$	3,345
Decrease to net loss per share	$	0.04


			Years
Video game 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


	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)
Less impact from issuance of contingent earnout shares	(51,641)
Transaction costs related to the reverse recapitalization, net of tax	(31,005)
Net equity deficit prior to stock issuance	(22,389)
Impact of stock issued in reverse recapitalization	10
Net equity deficit from reverse recapitalization	(22,379)
Less impact from conversion of treasury stock and issuance of warrants	(7,414)
Net impact to additional paid-in-capital from reverse recapitalization	$	(29,793)


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


	2020		2019
Cost	$	27,364	$	28,501
Accumulated amortization	(12,113)		(11,102)
Route and customer acquisition costs, net	$	15,251	$	17,399


Year ending December 31:
2021	$	22,620
2022	22,620
2023	22,620
2024	22,412
2025	21,486
Thereafter	55,976
Total	$	167,734


Goodwill balance as of January 1, 2019	$	—
Addition to goodwill for acquisition of Grand River Jackpot	34,511
Goodwill balance as of December 31, 2019	34,511
Addition to goodwill for acquisition of AVG	11,243
Goodwill balance as of December 31, 2020	$	45,754


	2020		2019
2019 Senior Secured Credit Facility:
Revolving credit facility	$	—	$	58,500
Term Loan	228,000		240,000
Delayed Draw Term Loan (DDTL)	119,562		60,000
Total debt	347,562		358,500
Less: Debt issuance costs	(7,421)		(8,808)
Total debt, net of debt issuance costs	340,141		349,692
Less: Current maturities	(18,250)		(15,000)
Total debt, net of current maturities	$	321,891	$	334,692


	2020		2019
Carrying value	$	340,141	$	349,692
Estimated fair value	309,528		349,692



Cash paid	$	30,522
Fair value of contingent consideration	1,506
Total consideration	$	32,028
Cash	$	504
Location contracts acquired	17,500
Property and equipment:
Video game terminals and equipment	2,479
Amusement and other equipment	207
Vehicles	43
Other assets, net	63
Goodwill	11,243
Total assets acquired	32,039
Accrued expenses assumed	(11)
Net assets acquired	$	32,028



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


	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


	2020				2019
	Current		Long-Term		Current		Long-Term
TAV*	$	490	$	3,206	$	490	$	3,497
Abraham*	—		—		55		—
Fair Share Gaming*	1,096		523		1,057		899
Family Amusement	391		2,609		293		2,815
Skyhigh	601		5,789		763		3,948
G3	355		100		2,952		154
Grand River Jackpot	—		5,755		2,304		5,113
IGS	80		—		2,379		—
Tom's Amusements	—		1,455		—		—
AVG	—		1,506		—		—
Total	$	3,013	$	20,943	$	10,293	$	16,426


			Fair Value Measurement at Reporting Date Using
	December 31, 2020		Quoted Prices in Active Markets for Identical Assets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)
Assets:
Investment in convertible notes	$	30,129	$	—	$	—	$	30,129


	2020	2019
Class A-1 Common Stock warrants issued and outstanding	5,411	22,333,308
Class A-1 Common Stock options and RSUs issued and outstanding	3,885,360	2,376,700
Conversion of Class A-2 Common Stock	3,333,363	4,999,999
Class A-1 Common Stock reserved for issuance	7,224,134	29,710,007


	2020	2019 *	2018
Expected approximate volatility	38%	—%	35%
Expected dividends	None	None	None
Expected term (in years)	7	None	3-5
Risk-free rate	0.44% -1.19%	—%	2.41% - 2.62%
Stock price	N/A	N/A	$4 - $5