Accel Entertainment, Inc.
Annual Report 2024

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 10-K
☒    ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the Fiscal Year Ended December 31, 2024
or
☐    TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from _______ to ______
Commission File Number 001-38136
Accel Entertainment, Inc.
(Exact Name of Registrant as Specified in Its Charter)
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)
(630) 972-2235
(Registrant’s telephone number, including area code)
Securities registered pursuant to Section 12(b) of the Act:
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
Securities registered pursuant to Section 12(g) of the Act: None
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.   Yes  ☐   No  ☒
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.    Yes  ☐   No  ☒
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding
12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.    Yes  ☒   No  ☐
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule  405 of Regulation  S-T
(§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).     Yes  ☒    No  ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth
company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
Large accelerated filer
☐
Accelerated filer
☒
Non-accelerated filer
☐
Smaller reporting company
☐
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.  ☐
Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial
reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. ☒
If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the
correction of an error to previously issued financial statements. ☐
Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the
registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b). ☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act).    Yes  ☐    No  ☒
As of June 28, 2024, the last business day of the registrant’s most recently completed second fiscal quarter, the aggregate market value of the registrant’s Class A ordinary shares outstanding held by
non-affiliates of the registrant was approximately $527 million based on the closing price of such stock as reported on The New York Stock Exchange on such date.
As of February 25, 2025, there were 85,561,073 shares outstanding of the registrant’s Class A-1 Common Stock, par value $.0001 per share.
Portions of the registrant’s definitive Proxy Statement for its 2025 Annual Meeting of Stockholders are incorporated by reference into Part III of this Annual Report on Form 10-K where indicated.
Such Proxy Statement will be filed with the Securities and Exchange Commission within 120 days of the registrant's fiscal year ended December 31, 2024.

ACCEL ENTERTAINMENT, INC.
ANNUAL REPORT ON FORM 10-K
TABLE OF CONTENTS
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

SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS
This Annual Report on Form 10-K (the “Form 10-K”) contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933,
as amended (the “Securities Act”), and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). All statements, other than
statements of historical fact, contained in this Annual Report on Form 10-K are forward-looking statements, including, but not limited to, statements regarding our
strategy, prospects, plans, objectives, future operations, future revenue and earnings, projected margins and expenses, markets for our services, potential
acquisitions or strategic alliances, financial position, liquidity, anticipated cash needs and availability, accounting estimates and judgments, and our estimates of
number of gaming terminals, locations, Adjusted EBITDA, Adjusted net income, location hold-per-day and capital expenditures. The words “anticipates,”
“believes,” “estimates,” “expects,” “intends,” “may,” “plans,” “projects,” “will,” “would,” and similar expressions or the negatives thereof are intended to
identify forward-looking statements. However, not all forward-looking statements contain these identifying words. These forward-looking statements represent our
current reasonable expectations and involve known and unknown risks, uncertainties and other factors that may cause our actual results, performance and
achievements, or industry results, to be materially different from any future results, performance or achievements expressed or implied by such forward-looking
statements. We cannot guarantee the accuracy of the forward-looking statements, and you should be aware that results and events could differ materially and
adversely from those contained in the forward-looking statements due to a number of factors including, but not limited to, those described in the section entitled
“Risk Factors” included in this Annual Report on Form 10-K. Furthermore, such forward-looking statements speak only as of the date of this Annual Report on
Form 10-K. Except as required by law, we do not undertake publicly to update or revise these statements, even if experience or future changes make it clear that
any projected results expressed in this Annual Report on Form 10-K or future quarterly reports, press releases or company statements will not be realized. In
addition, the inclusion of any statement in this Annual Report on Form 10-K does not constitute an admission by us that the events or circumstances described in
such statement are material. We qualify all of our forward-looking statements by these cautionary statements. In addition, the industry in which we operate is
subject to a high degree of uncertainty and risk due to a variety of factors including those described in the section entitled “Risk Factors.” These and other factors
could cause our results to differ materially from those expressed in this Annual Report on Form 10-K.
Unless otherwise indicated, information contained in this Annual Report on Form 10-K concerning our industry and the markets in which we operate,
including our general expectations and market position, market opportunity, and market size, is based on information from various sources, on assumptions that
we have made that are based on those data and other similar sources, and on our knowledge of the markets for our services. This information includes a number
of assumptions and limitations, and you are cautioned not to give undue weight to such information. In addition, projections, assumptions, and estimates of our
future performance and the future performance of the industry in which we operate are necessarily subject to a high degree of uncertainty and risk due to a variety
of factors, including those described in the section entitled “Risk Factors” and elsewhere in this Annual Report on Form 10-K. These and other factors could
cause results to differ materially from those expressed in the estimates made by third parties and by us.
Unless otherwise indicated or unless the context requires otherwise, all references in this document to “Accel,” the "Company," “our company,” “we,” “us,”
“our,” and similar names refer to Accel Entertainment, Inc. and, where appropriate, its subsidiaries.

Table of Contents
PART I
ITEM 1. BUSINESS
Who We Are
We are a leading distributed gaming and local entertainment operator in the United States (“U.S.”) and a preferred partner for local business owners in the
markets we serve. We offer turnkey, full-service gaming solutions to bars, restaurants, convenience stores, truck stops, and fraternal and veteran establishments
across the country. In strategic markets, we are the owner and operator of our own retail establishments, and gaming and entertainment venues.
Our operations offer a complementary source of revenue for our location partners by offering a “one-stop” solution of support, service, and equipment
through:
•
Providing unmatched customer support, guidance, and expertise so our location partners can grow their businesses with incremental revenue.
•
Installing, maintaining, operating and servicing gaming terminals and related equipment for our location partners as well as redemption devices that
have automated teller machine (“ATM”) functionality and stand-alone ATMs, driving game play and player loyalty.
•
Offering amusement devices, including jukeboxes, dartboards, pool tables, and other entertainment related equipment that enhance customer
experience and engagement.
We also design and manufacture gaming terminals and related equipment. We are continuously evaluating additional opportunities that are complementary to
our core business.
Where We Operate
State
Year Operations
Started or Year of
Acquisition
Branding
Operations
Illinois
2012
Accel Entertainment
• Establishments with a liquor license (Up to 6 gaming terminals)
– Bars/restaurants/retail
– Gaming cafes
– Fraternal organizations
– Veterans’ organizations
• Truck stops (Up to 6 gaming terminals)
• Large truck stops (Up to 10 gaming terminals)
Illinois
2024
FanDuel Sportsbook and
Horse Racing
• Operate FanDuel Sportsbook & Racetrack, an active horse racing track in
Collinsville, IL with ~50 annual race days
• Planned opening of Phase I casino in the second quarter of 2025 with Phase II build
out of a permanent facility anticipated to start shortly after the completion of Phase I.
• Revenue share agreement with FanDuel to operate a sportsbook at Fairmount Park
Montana
2022
Century Gaming
• Business locations licensed to sell alcoholic beverages for on-premises consumption
only, including locations restricted to offering a maximum of 20 slot machines
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State
Year Operations
Started or Year of
Acquisition
Branding
Operations
Montana
2022
Grand Vision Gaming
• Designs and manufactures gaming terminals and software that are sold to Montana,
South Dakota, and West Virginia
• Develops proprietary gaming terminals and related software as well as other
ancillary equipment for our distributed gaming routes in Montana, Nevada, Nebraska
and Georgia
Nevada
2022
Century Gaming
• Non-casino locations where gaming is incidental to the primary business being
conducted at the location, including:
– Grocery/drug/convenience stores
– Bars/restaurants/taverns
– Liquor stores
• Games are generally limited to 15 or fewer slot machines with no other forms of
gaming activity permitted
Nebraska
2022
Accel Entertainment
• Operate cash devices in retail locations throughout the state
• Retail establishments include any business location that is open to the public for the
sale of goods other than gaming terminals and that possesses a valid sales tax permit
Georgia
2020
Bulldog Gaming
• Operate skill-based coin-operated amusement machines with winnings paid by gift
cards through redemption terminals or Bulldog Wallet, launched in October 2024, or
for noncash merchandise, prizes, toys, gift cards, or novelties
Louisiana
2024
Toucan Gaming
• Truck stop gaming parlors (up to 50 gaming terminals)
• Establishments with a liquor license (up to 3 gaming terminals)
– Bars/restaurants/retail
– Fraternal organizations
– Veterans’ organizations
Iowa
2021
Accel Entertainment
• Operate amusement concessions, including games of chance and games of skill
• Bars, taverns, and restaurants with a certain class of liquor license are permitted to
operate up to four electrical or mechanical games of chance
Pennsylvania
2023
Accel Entertainment
• Operate gaming terminals at qualified truck stops
• We are live with a partner truck stop
Our Strategic Core Competencies
Our strategic core competencies support our local business model and contribute to our industry-leading position:
Gaming-as-a-service platform. Our gaming-as-a-service platform provides our local partners with a turnkey, full-service, capital-efficient gaming solution,
including:
•
Business-to-business model secured by long-term, exclusive contracts, allowing for predictable, highly recurring revenue streams with strong loyalty
and retention.
•
Technology-enabled gaming equipment from leading manufacturers and our own proprietary Grand Vision Gaming equipment that provide the most
captivating titles in slots entertainment; specifically, we offer our players 135 different types of gaming terminal models and almost 2,000 different
games, one of the broadest selections of high quality offerings in distributed gaming.
•
Data reporting solutions and analytics, offering insight and advice to help maximize revenues and grow.
•
Strong marketing, compliance, cash management, financial and technical support systems, all of which remain in-house to boost efficiency and
enhance our ability to provide best-in-class service.
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Strong relationships with location partners. We have prioritized establishing strong, lasting relationships with our location partners since our inception,
providing unparalleled support, such as:
•
Dedicated relationship managers assisting with regulatory applications and compliance onboarding, training on how to engage with players and
potential players, monitoring individual gaming areas for compliance, cleanliness and comfort and recommend potential changes to improve player
gaming.
•
Providing individualized weekly gaming revenue reports analyzing and comparing gaming results, which can be used to determine an optimal
selection of games, layouts and other ideas to generate foot traffic.
•
Offering value-added services such as amusement solutions, dart leagues, prize pools, and ATMs, which are a key competitive advantage.
Dedication to the customer experience. We focus on our customers both the location partners and players to provide a smooth and seamless experience,
including:
•
Engaging locations through every step of onboarding, including assistance with the license application process and ongoing regulatory compliance
support and education.
•
Assisting in the design and construction of gaming areas, including the selection of the optimal gaming equipment, which is owned by us and
provided at no cost to the location.
•
Providing highly secured cash management services through our in-house collections, processing and security personnel.
•
Best-in-class customer service, with a dedicated 24/7 call center and highly skilled local technicians who quickly resolve issues and ensure minimal
downtime through proactive service and routine maintenance.
Deep industry experience and vendor relationships. Our leading market position has led to strong relationships within the industry and with equipment
suppliers, leading to:
•
Offering premium, high-quality equipment, which gives our location partners a competitive advantage by limiting downtime to maximize revenue
and player retention.
•
Receiving favorable pricing and ample supply of key gaming machines.
•
Our ability to procure machines and parts easily, so that we are able to rotate machines quickly to our gaming locations on an optimized basis.
•
Established proprietary player rewards systems that we continue to enhance to further player retention and engagement across our locations and
markets.
Our Growth Opportunities
Our experienced leadership team and motivated sales team, including internal and external sales agents, drive the sourcing of new locations and opportunities
for us. When seeking a new opportunity, we employ a data-driven process to identify leads using a variety of digital and traditional strategies to drive organic
gaming partnerships and preferences. Our key growth strategies include:
Grow in current markets both organically and inorganically. We believe that there is potential for additional growth in the markets we serve, including:
•
Signing competitors’ locations.
•
Identifying prospects for engagement after current contracts with other partners expire.
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•
Optimizing revenues for gaming terminals we currently operate through refined data analysis, marketing and other initiatives.
•
Increasing distribution possibilities through corporate partners who operate multiple locations, such as chain stores.
•
Driving profitability through operational execution to strategically position ourselves for growth and strong margins.
Our ability to succeed in implementing our growth strategy will depend to some degree upon our ability to grow inorganically. As such, we continue to pursue
expansion and acquisition opportunities in gaming and related businesses, as demonstrated by our expansion into the Louisiana market in November 2024 and the
successful acquisition in December 2024 of FanDuel Sportsbook and Horse Racing in Illinois, which will expand our operations into local casino gaming and
horse racing.
We continually evaluate legislative efforts in states where future opportunities would permit our business to operate in new locations/states/municipalities. We
are positioning ourselves to take advantage of, and expand into those new jurisdictions, should the opportunity arise.
Evaluate additional business opportunities. If we are presented with advantageous opportunities, we may acquire or develop other businesses that are
complementary to our core gaming business, including:
•
Expanding local entertainment where favorable competitive landscape leads to collecting a greater share of location economics through selectively
owning establishments through vertical integration.
•
Establishing close to home, convenient gaming parlors, casinos, hospitality/retail locations and other gaming operations that highlight our
technology-enabled gaming equipment and have an attractive offering of food and beverage options.
•
Offering versatile and customer-friendly player rewards programs that can be tailored to the markets we operate in based on statutory regulations,
including: bonus games, promotions for players based on the frequency of play, increased daily redemption amounts, and promotions.
•
Expanding amusement operations, including jukeboxes, dartboards, pool tables, dart leagues and other amusement equipment to provide our local
businesses with a wide array of quality devices to help attract more customers.
Expand into new states that we do not operate in. We continue to evaluate where to expand our distributed gaming operations, including:
•
Evaluating other mature gaming jurisdictions where gaming terminals are currently legal, such as Oregon, South Dakota and West Virginia.
•
Monitoring various states and other jurisdictions that have proposed legislation to permit gaming terminals or other forms of gaming, such as
Alabama, Indiana, Kansas, Maine, Michigan, Missouri, Mississippi, New Hampshire, New Jersey, New Mexico, New York, North Carolina, Ohio,
Virginia and Wyoming.
We believe we would be a preferred partner in any of these markets given our track record of success and compliance in the states in which we currently
operate.
Our Industry
Distributed Gaming
We are a leading operator within the U.S. distributed gaming industry, which consists of the installation and service of gaming terminals at non-casino
locations. Upon insertion of cash, electronic cards or vouchers, or any combination thereof, the gaming terminal is available to play or simulate the play of a video
game such as video poker, slots and keno, and in which players may receive free games or credits that can be redeemed for cash or merchandise.
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Distributed gaming operations facilitate a low revenue concentration per gaming location, and low-limit slots are more resilient to economic downturn as
consumers typically continue to engage in locally convenient, lower cost forms of entertainment in such circumstances.
Distributed gaming is supported by generally favorable trends, including an increasing number of states contemplating approving gaming to increase tax
revenues, broader acceptance in the U.S. of gaming generally, including online and digital gaming, an aging population that appreciates the convenience of gaming
entertainment close to home, expected resilience through economic downturns and attractive revenue and return on invested capital profiles.
Casino and Racing
Starting in 2025, we plan to open a casino at the FanDuel Sportsbook and Racktrack in the greater St. Louis/southern Illinois market, with Phase I of the
casino opening in second quarter 2025 and the Phase II build out of a permanent facility anticipated to start shortly after the completion of Phase I. The 2025
racing season is planned for April - October 2025. The casino property and associated racetrack will generate revenues and expenses from slot machines, video
table games, ancillary food and beverage services, commission on pari-mutuel wagering, racing event-related services, and other miscellaneous operations. The
racetrack license supports the casino license.
Competition
Overview
We operate in a highly competitive industry with many participants, some of which have financial and other resources that are greater than ours. The industry
faces competition from a variety of sources for discretionary consumer spending, including spectator sports, sports wagering, and other entertainment and gaming
options.
The availability of other forms of gaming could increase substantially in the future. Voters and state legislatures may seek to supplement traditional sources of
tax revenue by authorizing or expanding gaming. In addition, jurisdictions are considering or have already recently legalized, implemented and expanded gaming,
and there are proposals across the country that would legalize Internet poker and other varieties of Internet gaming in a number of states and at the federal level.
Established gaming jurisdictions could also award additional gaming licenses or permit the expansion or relocation of existing gaming operations.
Distributed Gaming
We compete on the basis of the responsiveness of our service to our locations and players, and the popularity, content, features, quality, functionality and
reliability of our products. In the distributed gaming industry, we generally operate in markets where our terminal revenue splits are either statutorily determined or
negotiated, as follows:
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
We face particularly robust competition from other forms of gaming. The distributed gaming industry is characterized by an increasingly high degree of
competition among a large number of participants on both a local and national level, including casinos, Internet gaming, sports betting, sweepstakes and poker
machines not located in casinos, horse racetracks (including those
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featuring slot machines and/or table games), fantasy sports, real money iGaming, and other forms of gaming. In addition, Internet-based lotteries, sweepstakes,
fantasy sports, and Internet-based or mobile-based gaming platforms, which allow their customers to wager on a wide variety of sporting events and/or play casino
games from home or in non-casino settings and could divert players from using our products in their locations. Even Internet wagering services that may be illegal
under federal and state law but operate from overseas locations, may nevertheless sometimes be accessible to domestic gamblers and divert players from visiting
location partners to play on our gaming terminals.
Casino and Racing
Our Fairmount Park (Casino & Racing) property operates in a highly competitive environment and will primarily compete for customers with other casinos in
the surrounding regional gaming markets. This property competes to a lesser extent with state-sponsored lotteries, off-track wagering, card parlors, online
gambling, and other forms of legalized gaming in the U.S.
As a racetrack operator, we compete for horses with other racetracks running live racing meets at or near the same time as our races. Our ability to compete is
substantially dependent on the racing calendar, number of horses racing, and purse sizes.
Suppliers
We purchase multi-game gaming terminals from leading manufacturers such as Light & Wonder, Inc., International Game Technology (“IGT”), Aristocrat and
Novomatic. We purchase gaming terminals in upright, slant and bar-top varieties. Games include different varieties of slots, poker, and keno games.
We believe our efforts to procure gaming terminals from various sources better enables us to meet the needs of our location partners and players. We routinely
meet with existing and potential manufacturers in the market to discuss performance, service trends, and feedback from location partners and players.
We also purchase redemption terminals, amusement devices and stand-alone ATMs from reputable suppliers such as NRT Technology, Touch Tunes,
Arachnid, and Diamond.
Intellectual Property
We own or have the right to use the trademarks, service marks or trade names that we use or will use in conjunction with the operation of our business. In the
highly competitive gaming industry, trademarks, service marks, trade names and logos are important to the success of our business. As of December 31, 2024, we
owned 432 registered trademarks. We also rely on software or technologies that we license from third parties. These licenses may not continue to be available to us
on commercially reasonable terms in the future and as a result, we may be required to obtain substitute software or technologies.
Seasonality
Our results of operations can fluctuate due to seasonal trends and other factors. For example, our operations in colder climates typically experience lower
revenues in the summer when players typically spend less time indoors, and higher revenues in cold weather, specifically between February and April, when
players will typically spend more time indoors. Our racing operations will only operate during the months where the weather is conducive to racing, which is
typically from late spring through the early fall. Holidays, vacation seasons and sporting events may also cause our revenues to fluctuate.
Human Capital Resources
We believe that human capital management, including attracting, developing and retaining a high-quality workforce is critical to our long-term success. Our
Board of Directors (the “Board”) is charged with oversight of human capital management. We strive to promote a welcoming workplace that fosters partnership
with location owners and encourages our employees to bring their best ideas to work every day. As of December 31, 2024, we employ approximately 1,500 people
nationwide, and protecting the safety, health, and well-being of our employees is a top priority. We strive to achieve an injury-free work environment and continue
to have zero tolerance for unsafe work conditions for our employees who continue to move, support and sell our products and services. As of December 31, 2024,
approximately 220 employees were covered by 11 union contracts and 6 unions
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agreements. We have not experienced material interruptions of operations due to disputes with our employees. Our human capital management focuses on the
following priorities:
Talent Recruitment and Management
We seek to provide employees with rewarding work, professional growth and educational opportunities. We place an emphasis on training and development
for all levels of our workforce to ensure that people of every background have the tools to reach their full potential. All new employees participate in a structured
on-boarding experience to provide broad exposure and understanding of all parts of the business and organization before starting their functional training. Formal
new hire training ranges from 2 weeks to 6 months, depending on the employee's job function. We leverage a Performance Management Program that supports the
unique development of each employee and utilize continuous coaching conversations to help all employees and managers work more effectively together. For
further growth and development of our workforce, we broadly make available skill training and development to increase individual productivity. We also offer
more targeted training opportunities as part of the Accel Academy that focus on developing our people in our prioritized leadership competencies. These programs
include:
•
Executive Development Program: This program focuses on accelerating the leadership development of high-potential employees while they remain in
their current roles. The goal of this program is to prepare the participants for more complex leadership roles throughout the organization.
•
Employee Development Program: This program focuses on creating opportunity and exposure for a broader cross-functional team, while they also remain
in their current roles. In this program, individuals focus on individual development and cross-functional collaboration.
•
First Time Manager Training: This class is offered to those who are new to managing people or simply new to managing people at Accel. The workshop
supports the foundation for building successful teams and reinforces the culture that all our people leaders maintain.
Compensation and benefits programs
We provide compensation and benefits programs designed to support our employees’ health, wealth and life. We seek to provide comprehensive, competitive
and equitable pay and benefits to our employees. Our initiatives in this area include offering the following:
•
Comprehensive benefits program that provides our employees and their families with the flexibility to choose their preferred medical, dental and vision
plans. Our benefits program is designed to help keep our employees and their families healthy and provide important protection in the event of illness or
injury.
•
Annual bonus program that is applicable to all eligible employees. The program is focused on rewarding employees for company performance and the
contributions that each employee has made in delivering those results.
•
Paid time off program that balances the needs of our employee population that offers two wellness days and a floating holiday to supplement our paid
holiday schedule.
•
401(k) company match program helps our employees to achieve their financial retirement goals.
•
Union-sponsored multiemployer benefit plans for certain of our union employees, which includes the participation in several multiemployer defined
benefit pension plans under terms of a collective bargaining agreement
•
Employee assistance program that provides free and confidential counseling to all employees and their families.
•
Various employee leave programs including:
◦
Fully paid parental/adoption leave
◦
Company paid short-term disability for 12-weeks of paid leave at 60% of weekly earnings
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◦
Voluntary long-term disability benefits
◦
FMLA availability
◦
Military family leave benefits that support employees whose family members are on active duty or who need to care for a service member
•
Adoption assistance which provides for the reimbursement of eligible costs up to a predetermined maximum per adoption
•
An employee referral bonus program to incentivize our employees to help us recruit strong candidates in their network
•
ACES, a peer-to-peer employee recognition program, rewards individuals who exceed expectations and consistently demonstrate Accel's core values.
•
CareShare Program which allows eligible employees to share commissions with other employees.
Culture
Each employee shapes our culture through behaviors and practices. We ask everyone to lead with our core values and behave according to our Code of
Conduct. Our Code of Conduct features the fundamental behaviors that help anchor, inform and guide us and applies to all employees.
Our core values and Code of Conduct are aligned with our deep commitment to partnerships with local business owners and our goal of always delivering the
best service to our customers and an entertaining experience for our players.
We are an equal opportunity employer. We prohibit unlawful discrimination on the basis of gender, race, color, religion, age, citizenship, sexual orientation,
gender identity, gender expression, marital status, pregnancy, national origin, ancestry, physical or mental disability or condition, or any other protected class under
applicable federal, state, or local laws. We also prohibit unlawful discrimination based on the perception that anyone has any of those characteristics or is
associated with a person who has or is perceived as having any of those characteristics.
Available Information
Our principal executive offices are located at 140 Tower Drive, Burr Ridge, Illinois 60527, and our telephone number is (630) 972-2235. Our website is
www.accelentertainment.com. The information contained on our website or that can be accessed through our website is not part of, and is not incorporated by
reference into, this Annual Report on Form 10-K or in any other report or document we file with the Securities and Exchange Commission (the “SEC”).
We file reports with the SEC, including Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K, and any other filings
required by the SEC. Through our website, we make available, free of charge, our Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q, Current
Reports on Form 8-K, and all amendments to those reports, as soon as reasonably practicable after we electronically file such material with, or furnish it to, the
SEC.
The SEC maintains an Internet site (www.sec.gov) that contains reports, proxy and information statements, and other information regarding issuers that file
electronically with the SEC.
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ITEM 1A. RISK FACTORS
You should carefully consider the risk factors set forth below as well as the other information contained in this Annual Report on Form 10-K, including our
consolidated financial statements and related notes. Any of the following risks could materially and adversely affect our business, financial condition, results of
operations and cash flows. The risks described below are not the only risks facing us. Additional risks and uncertainties not currently known to us or those we
currently view to be immaterial may also materially adversely affect our business, financial condition, or results of operations.
Summary of Risk Factors
Below is a summary of the principal factors that make an investment in our Class A-1 common stock speculative or risky. This summary does not address all
of the risks that we face. Additional discussion of the risks summarized in this risk factor summary, and other risks that we face, can be found below under the
heading “Risk Factors” and should be carefully considered, together with other information in this Form 10-K and our other filings with the SEC, before making
an investment decision regarding our Class A-1 common stock
•
Our operating results are likely to vary significantly and be unpredictable.
•
Our success depends on our ability to offer new and innovative products and services that fulfill the needs of location partners and create strong and
sustained player appeal.
•
We are dependent on relationships with key manufacturers, developers and third parties to obtain gaming terminals, amusement machines, and related
supplies, programs, and technologies for our business on acceptable terms.
•
Our future results of operations may be negatively impacted by slow growth in demand for gaming terminals and by the slow growth of new gaming
jurisdictions and related regulations.
•
We depend heavily on our ability to win, maintain and renew contracts with location partners.
•
Adverse economic conditions or decreased discretionary spending may adversely impact our business.
•
Our ability to operate in existing markets or expand into new jurisdictions could be adversely affected by difficulties, delays, or failures by us or our
stakeholders in obtaining or maintaining required licenses or approvals.
•
Our business is geographically concentrated, which subjects us to greater risks from changes in local or regional conditions. Our revenue growth and
future success depends on our ability to expand into new markets, which may not occur as anticipated or at all.
•
Our industry is highly competitive and we must accurately predict, prepare for and respond promptly to technological and market developments and
changing end-customer needs, including by acquiring and integrating other businesses, products and technologies that address a fast-changing technology
and threat landscape and that achieve sufficient market acceptance, in order to maintain or improve our competitive position.
•
We are subject to strict government regulations that are constantly evolving and may be amended, repealed, or subject to new interpretations, which may
limit existing operations, have an adverse impact on the ability to grow or may expose us to fines or other penalties.
•
Our business depends on the protection of intellectual property and proprietary information.
•
Gaming opponents persist in their efforts to curtail the expansion of legalized gaming, which, if successful, could limit our growth of operations.
•
Our success depends on the security and integrity of the systems and products offered, and security breaches or other disruptions could compromise
certain information and expose us to liability.
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•
Our level of indebtedness and its related variable interest rate, and any increase thereto, could adversely affect results of operations, cash flows and
financial condition.
•
Certain stockholders own a significant portion of Class A-1 common stock and they may have interests that differ from those of other stockholders.
Risks Related to Our Business and Industry
Our ability to operate in existing markets or expand into new jurisdictions could be adversely affected by difficulties, delays, or failures by us or our
stakeholders in obtaining or maintaining required licenses or approvals.
We operate only in jurisdictions where gaming is legal. The gaming industry is subject to extensive governmental regulation by federal, state, and local
governments, which customarily includes some form of licensing or regulatory screening of operators, suppliers, manufacturers and distributors and their
applicable affiliates, their major stockholders, officers, directors and key employees. In addition, certain gaming products and technologies must be certified or
approved in certain jurisdictions in which we operate, and these regulatory requirements vary from jurisdiction to jurisdiction. The scope of the approvals required
can be extensive. Regulators review many facets of an applicant or holder of a license, including its financial stability, integrity and business experience. While the
regulatory requirements vary by jurisdiction, most require:
•
licenses and/or permits;
•
documentation of qualifications, including evidence of financial stability;
•
other required approvals for companies who design, assemble, supply or distribute gaming equipment and services; and
•
individual suitability of officers, directors, major equity holders, lenders, key employees and business partners.
We may not be able to obtain or maintain all necessary registrations, licenses, permits or approvals, or could experience delays related to the licensing process
which could adversely affect our operations and ability to retain key employees. If we fail to obtain a license required in a particular jurisdiction for gaming and
gaming terminals, hardware or software and racing operations or have such license revoked, we will not be able to expand into, or continue doing business in, such
jurisdiction. Any delay, difficulty or failure by us to obtain or retain a required license or approval in one jurisdiction could negatively impact the ability to obtain
or retain required licenses and approvals in other jurisdictions, or affect eligibility for a license in other jurisdictions, which can negatively affect opportunities for
growth. For example, if one of our licenses to operate in Illinois is not renewed as a result of a failure to satisfy suitability requirements or otherwise, our ability to
obtain or maintain a license in Montana, Nebraska, Pennsylvania, Georgia, Louisiana, or Pennsylvania may be harmed. Unexpected changes or concessions
required by local, state or federal regulatory authorities could involve significant additional costs and delay. The necessary permits, licenses and approvals may not
be obtained within the anticipated time frames, or at all. Additionally, licenses, approvals or findings of suitability may be revoked, suspended or conditioned at
any time. If a license, approval or finding of suitability is required by a regulatory authority and we fail to seek or do not receive the necessary approval, license or
finding of suitability, or if it is granted and subsequently revoked, it could have an adverse effect on our results of operations, cash flows and financial condition.
In addition to any licensing requirements, some of our location partners are required to be licensed, and delays in or failure to obtain approvals of these
licenses may adversely affect results of operations, cash flows and financial condition. We and certain of our affiliates, major stockholders (generally persons and
entities beneficially owning a specified percentage (typically 5% or more) of equity securities), directors, officers and key employees are subject to extensive
background investigations, personal and financial disclosure obligations and suitability standards in its businesses. Certain jurisdictions may require the same from
our lenders or key business partners. The failure of these individuals and business entities to submit to such background checks and provide required disclosure, or
delayed review or denial of application resulting from such submissions, could jeopardize our ability to obtain or maintain licensure in such jurisdictions, which
could negatively impact our licensure in other jurisdictions and ultimately negatively affect opportunities for growth, or could require us to modify or terminate
our relationship with such officers, directors, key employees or business partners, equity holders, or lenders, or forego doing business in such jurisdiction.
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The licensing procedures and background investigations of the authorities that regulate our businesses may inhibit potential investors from becoming significant
stockholders, inhibit existing stockholders from retaining or increasing their ownership, or inhibit existing stockholders from selling their shares to potential
investors who are found unsuitable to hold our stock by gaming authorities or whose stock ownership may adversely affect our ability to obtain, maintain, renew
or qualify for a license, contract, franchise or other regulatory approval from a gaming authority.
Our success depends on our ability to offer new and innovative products and services that fulfill the needs of location partners and create strong and sustained
player appeal.
Our success depends upon its ability to fulfill the needs of location partners and players by offering new and innovative products and services on a timely
basis. Consumer preferences for games are usually cyclical and difficult to predict, and even the most successful content remains popular for only limited periods
of time, unless refreshed with new content or otherwise enhanced. If we fail to accurately anticipate the needs of location and player preferences, we could lose
business to competitors, which would adversely affect our results of operations, cash flows and financial condition. We may not have the financial resources
needed to introduce new products or services on a timely basis or at all.
Our business depends on content for gaming terminals, stand-alone ATMs, redemption devices, and amusement devices that is developed by third-party
suppliers. We believe that creative and appealing game content results in more players visiting our location partners, which offers more revenue for location
partners and provides them with a competitive advantage, which in turn enhances our revenue and ability to attract new business and to retain existing business.
The success of such content is dependent on these suppliers’ ability to anticipate changes in consumer tastes, preferences and requirements and deliver to us in
sufficient quantities and on a timely basis a desirable, high-quality and price-competitive mix of products. Our suppliers’ products may fail to meet the needs of
location partners due to changes in consumer preference or our suppliers may be unable to maintain a sufficient inventory to satisfy the requirements of location
partners. In addition, suppliers must obtain regulatory approvals for new products, and such approvals may be delayed or denied. Accordingly, we may not be able
to sustain the success of our existing game content or effectively obtain, from third parties their products and services that will be widely accepted both by location
partners and players.
Our suppliers may also increase their prices due to increasing demand for their products from our competitors. Further, because there exists a limited number
of suppliers in the distributed gaming business, an increase in supplier pricing may limit our ability to seek alternate sources of gaming content and may result in
increased operating expenses. See “Risk Factors — We are dependent on relationships with key manufacturers, developers and third parties to obtain gaming
terminals, amusement machines, and related supplies, programs, and technologies for its business on acceptable terms” for more information.
We are dependent on relationships with key manufacturers, developers and third parties to obtain gaming terminals, amusement machines, and related
supplies, programs, and technologies for our business on acceptable terms.
The supply of our gaming terminals, stand-alone ATMs, redemption devices and amusement devices depend upon the manufacture, development, assembly,
design, maintenance and repair of such products by certain key providers, as well as regulatory approval for these products. Our operating results could be
adversely affected by an interruption or cessation in the supply of these items, a serious quality assurance lapse, including as a result of the insolvency of any key
provider, or regulatory issues related to key providers’ products or required licenses. We have achieved significant cost savings through centralized purchasing of
equipment and non-equipment. However, as a result, we are exposed to the credit and other risks of having a small number of key suppliers. In addition, during
2023 and during the first half 2024, we had to accelerate certain of our capital expenditures related to gaming machine components to manage our supply chain,
resulting in higher capital expenditures for the year than we had originally anticipated. While we make every effort to evaluate counterparties prior to entering into
long-term and other significant procurement contracts, we cannot predict the impact on suppliers of the current economic environment and other developments in
their respective businesses. Insolvency, financial difficulties, supply chain delays, regulatory issues, tariffs and trade barriers (including tariffs impacting imports
from China) or other factors may result in our suppliers not being able to fulfill the terms of their agreements. Further, such factors may render suppliers unwilling
to extend contracts that provide favorable terms to us or may force them to seek to renegotiate existing contracts.
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Failure of key suppliers to meet their delivery commitments could result in our being in breach of and subsequently losing contracts with key location
partners. Although we believe we have alternative sources of supply for the equipment and other supplies used in our business, the limited number of suppliers in
the distributed gaming business could lead to delays in the delivery of products or components, and possible resultant breaches of contracts that it is party to with
location partners, increases in the prices we must pay for products or components, problems with product quality or components coming to the end of their life and
other concerns. We may be unable to find adequate replacements for suppliers within a reasonable time frame, on favorable commercial terms or at all.
Certain of our products and services, including a Player Rewards Program that we intend to implement, include know-your-customer programs or
technologies supplied by third parties. These programs and technologies could be an important aspect of products and services because they can confirm certain
information with respect to players and prospective players, such as age, identity and location. Payment processing programs and technologies, typically provided
by third parties, are also a necessary feature of our products and services. In the event that these products and technologies are not made available to us on
acceptable terms, or in the event that they are defective, our results of operations, cash flows and financial condition may be materially adversely affected.
Our future results of operations may be negatively impacted by slow growth in demand for gaming terminals and by the slow growth of new gaming
jurisdictions.
Slow growth or declines in the demand for gaming terminals could reduce the demand for our services and negatively impact our results of operations, cash
flows and financial condition. Moreover, even with the expansion of gaming into new jurisdictions, the opening of new locations and the addition of new gaming
terminals and amusement machines in existing locations, demand for our services could decline due to the desires of location partners, unfavorable economic
conditions, failure to obtain regulatory approvals and the availability of financing. Accordingly, we may not be successful in placing additional gaming terminals
or amusement machines with additional locations.
We depend heavily on our ability to win, maintain and renew contracts with our location partners, and we could lose substantial revenue if we are unable to
renew certain of our contracts on substantially similar terms or at all.
Our contracts with our location partners generally contain initial  multi-year  terms. Contracts entered into with Illinois-based location partners prior to
February 2018 typically contained automatic renewal provisions that provide the individual partner with an option to terminate within a specified time frame. As a
result of the Illinois Gaming Board (“IGB”) rule changes, contracts entered into after February 2018 do not contain renewal provisions, automatic or otherwise. At
the end of a contract term, location partners may choose to extend their engagement by signing a new contract or may sign with a competitor terminal operator, in
their sole discretion.
While we have historically experienced high rates of contract extension or renewal, these rule changes may lead to declines in contract extension or renewal.
The termination, expiration or failure to renew one or more of its contracts with its location partners could cause us to lose substantial revenue, which could have
an adverse effect on our ability to win or renew other contracts or pursue growth initiatives.
In addition, we may not be able to obtain new or renewed contracts with location partners that contain terms that are as favorable as our current terms in its
current contracts, and any less favorable contract terms or diminution in scope could negatively impact our business.
Additionally, our revenue, business, result of operations, cash flows and financial condition could be negatively affected if our location partners sell or merge
themselves or their locations with other entities. Upon the sale or merger of such locations, our location partners could choose to no longer partner with us and
decide to contract with our competitors.
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Unfavorable economic conditions or decreased discretionary spending due to other factors such as terrorist activity or threat thereof, epidemics, pandemics or
other public health issues, civil unrest or other economic or political uncertainties, may adversely affect our business, results of operations, cash flows and
financial condition.
Unfavorable economic conditions, including a recession, economic slowdown, decreased liquidity in the financial markets, decreased availability of credit,
interest rate volatility and labor shortages, or inflation or stagflation, could have a negative effect on our business. Unfavorable economic conditions could cause
location partners to shut down or ultimately declare bankruptcy, which could adversely affect our business. Unfavorable economic conditions may also result in
volatility in the credit and equity markets. For example, U.S. capital and credit markets may be adversely affected by numerous factors including: instability in the
U.S. and global banking systems due to financial institutions experiencing financial distress, entering into receivership or becoming insolvent, or concerns or
rumors about any events of these kinds; uncertainty with respect to the U.S. federal budget; a resumption of the war in Israel, the war between Russia and Ukraine,
the possibility of a wider European or global conflict, reciprocal and increased tariffs and global sanctions imposed in response thereto. The difficulty or inability
of location partners to access their funds or generate or obtain adequate levels of capital to finance their ongoing operations may cause some to close or ultimately
declare bankruptcy. We cannot fully predict the effects that unfavorable social, political and economic conditions and economic uncertainties and decreased
discretionary spending could have on its business.
Our revenue is largely driven by players’ disposable incomes and level of gaming activity. Unfavorable economic conditions may reduce the disposable
incomes of players at location partners and may result in fewer players visiting location partners, reduced play levels, and lower amounts spent per visit, adversely
affecting our results of operations and cash flows. Adverse changes in discretionary consumer spending or consumer preferences, which may result in fewer
players visiting location partners and reduced frequency of visits and play levels, could also be driven by an unstable job market, outbreaks (or fear of outbreaks)
of contagious diseases, inflation, stagflation, rising interest rates or other factors. Socio-political factors such as terrorist activity or threat thereof, civil unrest or
other economic or political uncertainties that contribute to consumer unease may also result in decreased discretionary spending by players and have a negative
effect on us.
Our revenue growth and future success depends on our ability to expand into new markets, which may not occur as anticipated or at all. In addition, we may
expand into new businesses, which may subject us to additional risks.
Our future success and growth depend in large part on the successful addition of new locations as partners (whether through organic growth, such as
conversions from competitors or partner relationships) and on the entry into new markets. Our ability to succeed in new markets depends in part on displacing
entrenched competitors who are familiar with these markets and are known to players. In many cases, we are attempting to enter into or expand our presence in
these newer markets and where the appeal and success of gaming terminals and other forms of entertainment has not yet been proven. In some cases, we may need
to develop or expand its sales channels and leverage the relationships with its location partners in order to execute this strategy. There can be no assurance that
gaming will have success with new location partners or in new markets, or that we will succeed in capturing a significant or even acceptable market share in any
new markets. See “— We are subject to strict government regulations that are constantly evolving and may be amended, repealed, or subject to new
interpretations, which may limit existing operations, have an adverse impact on the ability to grow or may expose us to fines or other penalties.” If we fail to
successfully expand into these markets, we may have difficulty growing our business and may lose business to our competitors.
In addition, if we are presented with appropriate opportunities, we may expand beyond our core gaming business by acquiring other additional businesses,
services, resources, or assets, including gaming parlors, casinos or hospitality/retail operations, that we believe will be accretive to our core business, which may
subject us to additional risks. For example, in December 2024, we acquired Fairmount Holdings, Inc. (“Fairmount”), the owner of the FanDuel Sportsbook &
Horse Racing in Collinsville, Illinois, where we will operate a racetrack and plan to develop and operate a casino.
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Our business is geographically concentrated, which subjects us to greater risks from changes in local or regional conditions.
We currently install gaming terminals and amusement devices in locations primarily in Illinois, Montana and Nevada. Due to this geographic concentration,
our results of operations, cash flows and financial condition are subject to greater risks from changes in local and regional conditions, such as:
•
changes in local or regional economic conditions and unemployment rates;
•
changes in local and state laws and regulations, including gaming laws and regulations;
•
a decline in the number of residents in or near, or visitors to, location partners;
•
changes in the local or regional competitive environment; and
•
adverse weather conditions and natural disasters (including weather or road conditions that limit access to locations ).
We largely depend on local markets of each location for players. Local competitive risks and the failure of location partners to attract a sufficient number of
guests, players and other visitors in these locations could adversely affect our business. As a result of the geographic concentration of our businesses, we face a
greater risk of a negative impact on its results of operations, cash flows and financial condition in the event that Illinois, Montana or Nevada are more severely
impacted by any such adverse condition, as compared to other areas in the United States. We are subject to similar concentration risks in Georgia, Iowa, Louisiana,
and Nebraska, and if we are successful in expanding our current operations in Pennsylvania, or entering into other gaming jurisdictions, we may also face similar
concentration risk there.
If we fail to offer a high-quality experience, our business and reputation may suffer.
Once we install gaming terminals and amusement machines in location partners, those location partners rely on our support to resolve any related issues.
High-quality user and location education and customer service to the licensed establishments have been key to our brand and is important for the successful
marketing and sale of our products and services and to increase the number of gaming terminals and amusement machines at our locations. The importance of
high-quality customer service to our locations will increase as we expand our business and pursue new location partners and potentially expand into new
jurisdictions. For instance, if we do not help our location partners quickly resolve issues, whether those issues are regulatory, technical, or data related, and provide
an effective ongoing level of support, our ability to retain or renew contracts with our location partners could suffer and our reputation with existing or potential
location partners may be harmed. In some cases, we depend on third parties to resolve such issues, the performance of which is out of our control. Further, our
success is highly dependent on business reputation and positive recommendations from existing location partners. Any failure to maintain high-quality levels of
service, or a market perception that we do not maintain a high-quality service to our locations, could harm our reputation, our ability to market to existing and
prospective location partners, and our results of operations, cash flows and financial condition.
In addition, as we continue to grow our operations and expand into additional jurisdictions, we need to be able to provide efficient support that meets the
needs of our location partners. The number of locations with our products has grown significantly and that may place additional pressure on our support
organization. As our base of location partners continues to grow, we may need to increase the number of relationship managers, customer service and other
personnel we employ to provide personalized account management, assistance to our location partners in navigating regulatory applications and ongoing
compliance concerns, and customer service, training, and revenue optimization. If we are not able to continue to provide high levels of customer service, our
reputation, as well as our results of operations, cash flows and financial condition, could be harmed.
Our revenue growth and ability to achieve and sustain profitability will depend, in part on being able to expand our sales force and increase the productivity of
our sales force.
Most of our revenue has been attributable to the efforts of our sales force, which consists of both in-house personnel and independent agents. In order to
increase our revenue and achieve and sustain profitability, we intend to increase the size of our sales force to generate additional revenue from new and existing
locations.
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Our ability to achieve significant revenue growth will depend, in large part, on our success in recruiting, training, and retaining sufficient numbers of in-
house and independent sales personnel to support growth. New sales personnel require significant training and can take a number of months to achieve full
productivity. Our recent hires and planned hires may not become productive as quickly as expected and if new sales employees and agents do not become fully
productive on the timelines that have been projected or at all, our revenue may not increase at anticipated levels and our ability to achieve long-term projections
may be negatively impacted. In addition, as we continue to grow, a larger percentage of our sales force will be new to us and our business, which may adversely
affect our sales if we cannot train our sales force quickly or effectively. Attrition rates may increase, and we may face integration challenges as we continue to seek
to expand our sales force. We also believe that there is significant competition for sales personnel with the skills that we require in the industries in which we
operate and may be unable to hire or retain sufficient numbers of qualified individuals in the markets where we operate or plan to operate. If we are unable to hire
and train sufficient numbers of effective sales personnel or agents, or if the sales personnel or agents are not successful in obtaining new location partners or
promoting activity within our existing location partners, our business may be adversely affected.
We periodically change and adjust our sales organization in response to market opportunities, competitive threats, product and service introductions or
enhancements, acquisitions, sales performance, increases in sales headcount, cost levels, and other internal and external considerations. Any future sales
organization changes may result in a temporary reduction of productivity, which could negatively affect our rate of growth. In addition, any significant change to
the way we structure the compensation of our sales organization may be disruptive and may affect revenue growth.
Our inability to complete acquisitions and integrate acquired businesses successfully could limit our growth or disrupt our plans and operations.
We continue to pursue expansion and acquisition opportunities in gaming and related businesses. Our ability to succeed in implementing our strategy will
depend to some degree upon our ability to identify and complete commercially viable acquisitions. We may not be able to find acquisition opportunities on
acceptable terms or at all, or obtain necessary financing or regulatory approvals to complete potential acquisitions.
We may not be able to successfully integrate any businesses that we acquire or do so within intended timeframes. We could face significant challenges in
managing and integrating our acquisitions and combined operations, including acquired assets, operations and personnel, as well as maintaining or developing,
procedures and policies (including effective internal control over financial reporting and disclosure controls and procedures). In addition, any expected cost
synergies associated with such acquisitions may not be fully realized in the anticipated amounts or within the contemplated timeframes or cost expectations, which
could result in increased costs and have an adverse effect on our results of operations, cash flows and financial condition. We expect to incur incremental costs and
capital expenditures related to our contemplated integration activities.
Acquisition transactions may disrupt our ongoing business. The integration of acquisitions will require significant time and focus from management and may
divert attention from the day-to-day operations of the combined business or delay the achievement of strategic objectives. These risks may be heightened when we
enter into regions where we have no or limited prior experience. Our business may be negatively impacted following the acquisitions if we are unable to
effectively manage expanded operations.
Our expansion into casino operations and horse racing may not be successful.
Prior to our December 2024 acquisition of Fairmount, we had not previously designed, developed and operated a casino or operated a racetrack. While we
intend to devote management time and resources to operating, developing and expanding into these new businesses, our limited experience with casino design,
development and operations and racing operations may increase the risk that we will not be successful. For example, we have not previously been required to
comply with the regulatory and licensing regimes associated with casino operations or racing, which may present operational challenges and material costs, as well
as reputational risk.
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Our casino development project may require significant capital, and the incurrence of additional debt, and we may not receive the intended benefits of such
capital investments. We will also be subject to various design, construction and development risks, such as engineering and environmental problems; a shortage of
building materials and equipment; regulatory delays or reviews; and construction accidents. Any preliminary design or rendering of our casino could also be
subject to change due to cosmetic, marketing, permitting, zoning and financing issues. Any of the foregoing may have a material adverse effect on us or our results
of operations, cash flow, or financial condition.
Horse racing is highly dependent on people not only attending outdoor live horse races, but also wagering on and sponsoring them. If interest in horse racing
declines due to external factors such as unfavorable weather conditions, shifting consumer preferences or accidents, a resulting decrease in attendance, wagering
and sponsorship demand, along with negative publicity and insurance issues generated from potential injuries and/or litigation, could have a material adverse
impact on our horse racing business. In addition, our horse racing operations depend on agreements with various groups, including food and beverage
professionals and groups that represent horsemen, such as the Illinois Thoroughbred Horsemen's Association and the Illinois Horsemen's Benevolent & Protective
Association. Any failure to maintain or renew agreements with such groups, or a deterioration in our relationship with them, could adversely affect our horse
racing business.
Our horse racing and casino operations also depend on the public perception of fairness and integrity. Preventing cheating and erroneous payouts requires
oversight and security processes that are impervious from manipulation. A lack of trust in the fairness of the horse racing or casino industries could have a material
adverse impact on our operations.
Our distributed gaming industry operations are located in markets where terminal revenue splits are either statutorily determined or negotiated. For our
markets with negotiated splits, our revenue could be impacted by contract negotiations and our revenue in markets with statutory splits could decline if such
jurisdictions move towards negotiated splits or reduce our statutory split.
In the distributed gaming industry, we generally operate in markets where our terminal revenue splits are either statutorily determined or negotiated. Our
markets with statutory splits are Illinois, Georgia and Pennsylvania, while our markets with negotiated splits are Montana, Nevada, Nebraska, Iowa and Louisiana.
For markets with statutory splits, net terminal income splits are statutorily predetermined and minimum and maximum wagers are mandated by the applicable
governing bodies. If such governing bodies reduce our portion of net terminal income, this may have a material effect on our results of operations and our profit
margin.
For markets with negotiated splits, net terminal income splits are negotiated, which means pricing is the driver in contract negotiations as all revenue splits are
negotiated. As our distributed gaming agreements expire, we are required to compete for renewals and if we are unable to renew our agreements at the same split,
this could have a material adverse effect on our business, financial condition, results of operations and prospects.
In addition, if the governing bodies of markets with statutory splits determine to transition to or allow negotiated splits, our revenue may be subject to
increasing uncertainty and we may face increased competition. Further, competitors in these markets have in the past, and may in the future, offer payment
structures to operators or their affiliates that effectively create economics more favorable in the aggregate than the statutory splits, which may also impact our
ability to renew agreements and compete successfully and adversely affect our results of operations.
We face significant competition from other gaming and entertainment operations, and our success in part relies on maintaining our competitive advantages
and market share in key markets.
We face significant competition from other operators of gaming terminals. We compete on the basis of the responsiveness of our services, and the popularity,
content, features, quality, functionality, accuracy, and reliability of our products. In order to remain competitive and maintain market share, we must continuously
offer popular, high-quality games in a timely manner and new services or enhancements to our existing services. These services or enhancements may not be well
received by location partners or consumers, even if well reviewed and of high quality.
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We could lose some or all of the competitive advantages that we currently have over our current and potential competitors. We also face high levels of
competition related to newly legalized gaming jurisdictions and for openings of new or expanded locations. Our success depends on our ability to successfully
enter new markets and compete successfully for new business, which is not certain to occur. Any of these developments could have an adverse effect on Accel’s
results of operations, cash flows and financial condition and could result in a loss of market share in key markets.
We operate in the highly competitive gaming industry, and our success depends on our ability to effectively compete with numerous types of businesses in a
rapidly evolving, and potentially expanding, gaming environment.
We face robust competition from other forms of gaming. The gaming industry is characterized by an increasingly high degree of competition among a large
number of participants on both a local and national level, including casinos, Internet gaming, sports betting, sweepstakes and poker machines not located in
casinos, horse racetracks, including those featuring slot machines and/or table games, fantasy sports, real money iGaming, and other forms of gaming, such as,
Internet-based lotteries, sweepstakes, fantasy sports, and Internet-based or mobile-based gaming platforms, which allow their players to wager on a wide variety of
sporting events and/or play casino games from home or in non-casino settings. This could divert players from using our products in location partners, and
adversely affect our business. Even Internet wagering services that are illegal under federal and state law but operate from overseas locations, may nevertheless be
accessible to domestic gamblers and divert players from visiting location partners to play on our gaming terminals. We also face competition from other forms of
leisure and entertainment activities, including shopping, athletic events, television, movies, concerts, and travel.
The concentration and evolution of the gaming terminal manufacturing industry could impose additional costs on us.
A majority of our revenue is attributable to gaming terminals and related systems supplied by us at location partners. A substantial majority of the gaming
terminals sold in the U.S. in recent years have been manufactured by a few select companies, and there has been extensive consolidation within the gaming
equipment sector in recent years.
Consolidation may force us to enter into purchase arrangements for new gaming terminals that are more expensive to operate than its existing gaming
terminals. If the newer gaming terminals do not result in sufficient incremental revenues to offset the potential increased investment and costs, it could damage our
profitability. In the event that we lose a supplier, we may be unable to replace such supplier, and our remaining suppliers may increase fees and costs.
Our operations are largely dependent on the skill and experience of our management and key personnel. The loss of management and other key personnel
could significantly harm our business, and we may not be able to effectively replace members of management who may leave us.
Our success and competitive position are largely dependent upon, among other things, the efforts and skills of our senior executives and management team,
including Andrew H. Rubenstein as the Chief Executive Officer and President, Karl Peterson as Chairman of the Board, Mathew Ellis as Chief Financial Officer,
Derek Harmer as General Counsel and Chief Compliance Officer and Mark Phelan as President, U.S. Gaming. Although we have entered into employment
agreements with senior executives and key personnel, there can be no assurance that these individuals will remain employed. If we lose the services of any
members of our management team or other key personnel, our business may be significantly impaired.
We rely on assumptions and estimates to calculate certain key metrics, and real or perceived inaccuracies in such metrics may harm our reputation and
negatively affect our business.
We regularly review metrics, including the number of players and other measures, to evaluate growth trends, measure performance and make strategic
decisions. Additionally, we commit significant amounts of resources and employee time to understanding the inherent historical patterns of gaming results within
individual location partners. We use this pattern recognition process to implement more optimal gaming layouts for location partners, with the goal of generating
increased gaming revenue.
Certain of our key business metrics, including number of locations, number of gaming terminals and other measures to evaluate growth trends and the quality
of marketing and player behaviors, are calculated using data from Light & Wonder, Inc., a
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contractor of the IGB. See “Management’s Discussion and Analysis of Financial Condition and Results of Operations — Key Business Metrics” for more
information. While we believe these figures to be reasonable and that our reliance on them is justified, there can be no assurance that such figures are reliable or
accurate. Should we decide to review these or other figures, we may discover material inaccuracies, including unexpected errors in our internal data that result
from technical or other errors. If we determine that any of our metrics are not accurate, we may be required to revise or cease reporting such metrics and such
changes may harm our reputation and business.
Our results of operations, cash flows and  financial condition could be affected by natural events in the locations in which we or our location partners,
suppliers or regulators operate.
We may be impacted by severe weather and other geological events, which could potentially be exacerbated by climate change. For example, we could be
impacted by fires, hurricanes, tornados, earthquakes or floods that could disrupt operations, including our operation of our recently-acquired racetrack that holds
outdoor events, or the operations of our location partners, suppliers, data service providers and regulators. Natural disasters or other disruptions at any of our
facilities or suppliers’ facilities may impair or delay the operation, development, provisions or delivery of our products and services. Additionally, disruptions
experienced by our regulators due to natural disasters or otherwise could delay the introduction of new products or entry into new jurisdictions where regulatory
approval is necessary. While we insure against certain business interruption risks, there can be no assurance that such insurance will adequately compensate for
any losses incurred as a result of natural or other disasters. Any serious disruption to our operations, or those of our location partners, suppliers, data service
providers, or regulators, could have an adverse effect on our results of operations, cash flows and financial condition.
Risks Related to Compliance and Regulatory Matters
We are subject to strict government regulations that are constantly evolving and may be amended, repealed, or subject to new interpretations, which may limit
our existing operations, have an adverse impact on our ability to grow or may expose us to fines or other penalties.
We are subject to the rules, regulations, and laws applicable to gaming and racing facilities/horse racing, including, but not limited to, the Illinois Video
Gaming Act, the Illinois Horse Racing Act of 1975, the Pennsylvania Gaming Act, the Georgia Lottery for Education Act, the Montana Video Gaming Control Act,
the Nevada Gaming Control Act and the Louisiana Gaming Control Law. These gaming laws and related regulations are administered by the IGB, the Illinois
Racing Board, PA Board, the Georgia Lottery Corporation (the “GLC”), the Montana Department of Justice, Gambling Control Division, the NGC and the
Louisiana Gaming Control Board, respectively, which are regulatory boards with broad authority to create and interpret gaming regulations and to regulate gaming
activities. These gaming authorities are authorized to:
•
adopt additional rules and regulations under the implementing statutes;
•
investigate violations of gaming and horse racing regulations;
•
enforce gaming and horse racing regulations and impose disciplinary sanctions for violations of such laws, including fines, penalties and revocation of
gaming licenses;
•
review the character and fitness of manufacturers, distributors and operators of horse racing and gaming services and equipment and make determinations
regarding their suitability or qualification for licensure;
•
review and approve transactions (such as acquisitions, material commercial transactions, securities offerings and debt transactions); and
•
establish and collect related fees and/or taxes.
In addition, we are subject to other rules and regulations related to our business and operations, including rules and regulations concerning the sale and service
of alcoholic beverages.
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Although we plan to maintain compliance with applicable laws as they evolve and to generally maintain good relations with regulators, there can be no
assurance that we will do so, and that law enforcement or gaming or other regulatory authorities will not seek to restrict our business in their jurisdictions or
institute enforcement proceedings if we are not compliant. For example, we are currently involved in an administrative hearing process with the IGB related to
certain alleged violations of the Video Gaming Act and related rules. See Note 20, Commitments and Contingencies, of the consolidated financial statements
included in Part II, Item 8 of this Annual Report on Form 10-K for more information. There can be no assurance that any instituted enforcement proceedings will
be favorably resolved, or that such proceedings will not have an adverse effect on our ability to retain and renew existing licenses or to obtain new licenses in other
jurisdictions. Gaming authorities may levy fines against us or seize certain assets if we violate gaming regulations and the Illinois Racing Board may revoke or
suspend our horse racing license for violation of the Illinois Horse Racing Act of 1975. Our reputation may also be damaged by any legal or regulatory
investigation, regardless of whether we are ultimately accused of, or found to have committed, any violation. A negative regulatory finding or ruling in one
jurisdiction could have adverse consequences in other jurisdictions, including with gaming regulators.
In addition to regulatory compliance risk, Illinois, Montana, Nevada or any other states or other jurisdiction in which we operate or may operate (including
jurisdictions at the county, district, municipal, town or borough level), may amend or repeal gaming or horse racing enabling legislation or regulations. Changes to
gaming or horse racing enabling legislation or new interpretations of existing gaming or horse racing laws may hinder or prevent us from continuing to operate in
the jurisdictions where we currently conduct business, which could increase operating expenses and compliance costs or decrease the profitability of operations.
Repeal of gaming or horse racing enabling legislation could result in losses of capital investments and revenue, limit future growth opportunities and have an
adverse effect on our results of operations, cash flows and financial condition. If any jurisdiction in which we operate were to repeal gaming or horse racing
enabling legislation, there could be no assurance that we could sufficiently increase revenue in other markets to maintain operations or service existing
indebtedness. In particular, the enactment of unfavorable legislation or government efforts affecting or directed at gaming terminal manufacturers or gaming
operators, such as referendums to increase gaming taxes or requirements to use local distributors, or similar unfavorable legislation or government efforts affecting
or directed at horse racing, would likely have a negative impact on our operations. For example, 55 municipalities in Illinois have adopted ordinances requiring the
collection of additional taxes, the enforceability of which is currently being contested by the Illinois Gaming Machine Operators Association. We have paid a
penalty with respect to an alleged violation in one municipality (see Note 20, Commitments and Contingencies, of the consolidated financial statements included
in Part II, Item 8 of this Annual Report on Form 10-K) and have received notice of a potential violation from another municipality. Additionally, membership
changes within regulatory agencies could impact operations.
We may be liable for product defects or other claims relating to our products that we provide to our location partners.
The products that we provide to our location partners could be defective, fail to perform as designed or otherwise cause harm to players or location partners. If
any of the products we provide are defective, we may be required to recall the products and/or repair or replace them, which could result in substantial expenses
and affect profitability. In the event of any repair or recall, we could be dependent on the services, responsiveness or product stock of key suppliers, and any delay
in their ability to resupply or assist in servicing key products could affect our ability to maintain the gaming terminals in location partners. Any problem with the
performance of our products could harm our reputation, which could result in a loss of existing or potential locations and players. In addition, the occurrence of
errors in, or fraudulent manipulation of, our products or software may give rise to claims by location partners or by players, including claims by location partners
for lost revenues and related litigation that could result in significant liability. Any claims brought against us by location partners or players may result in the
diversion of management’s time and attention, expenditure of large amounts of cash on legal fees and payment of damages, lower demand for products or services,
or injury to reputation. Our insurance or recourse against other parties may not sufficiently cover a judgment against us or a settlement payment, and any insurance
payment is subject to customary deductibles, limits and exclusions. In addition, a judgment against us or a settlement could make it difficult for us to obtain
insurance in the coverage amounts necessary to adequately insure our businesses, or at all, and could materially increase insurance premiums and deductibles.
Software bugs or malfunctions, errors in distribution or installation of our software, failure of products to perform as approved by the appropriate
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regulatory bodies or other errors or malfunctions, may subject us to investigation or other action by gaming regulatory authorities, including fines.
Litigation may adversely affect our business, results of operations, cash flows and financial condition.
We are currently involved in several lawsuits. See Note 20, Commitments and Contingencies, of the consolidated financial statements included in Part II, Item
8 of this Annual Report on Form 10-K for more information. We may also become subject to litigation claims in the operation of our business, including, but not
limited to, with respect to employee matters (including discrimination and harassment claims), alleged product and system malfunctions, alleged intellectual
property infringement and claims relating to contracts, licenses, acquisitions and strategic investments. We may incur significant expense defending or settling any
such litigation and such claims may distract management’s attention from our core business operations or could harm our reputation with location partners,
employees, investors and others. Additionally, adverse judgments that may be decided against us could result in significant monetary damages or injunctive relief
that could adversely affect our ability to conduct business, our results of operations, cash flows and financial condition.
If our estimates or judgments relating to accounting policies prove to be incorrect or financial reporting standards or interpretations change, our operating
results could be adversely affected.
The preparation of financial statements in conformity with U.S. generally accepted accounting principles (“GAAP”) requires management to make estimates,
judgments, and assumptions that affect the amounts reported in our consolidated financial statements and accompanying notes. We base our estimates on historical
experience and on various other assumptions that management believes to be reasonable under the circumstances, as provided in “Management’s Discussion and
Analysis of Financial Condition and Results of Operations.” The results of these estimates form the basis for making judgments about the carrying values of
assets, liabilities, and equity as of the date of the financial statements, and the amount of revenue and expenses, during the periods presented, that are not readily
apparent from other sources. Significant assumptions and estimates used in preparing consolidated financial statements include among other things, the useful
lives for depreciable and amortizable assets, income tax provisions, the evaluation of the future realization of deferred tax assets, projected cash flows in assessing
the initial valuation of intangible assets in conjunction with business acquisitions, the initial selection of useful lives for depreciable and amortizable assets in
conjunction with business acquisitions, contingencies, and the expected term of share-based compensation awards and stock price volatility when computing
share-based compensation expense. Our operating results may be adversely affected if assumptions change or if actual circumstances differ from assumed
circumstances, which could cause our operating results to fall below the expectations of industry or financial analysts and investors, resulting in a decline in the
trading price of our Class A-1 common stock.
Additionally, we regularly monitor compliance with applicable financial reporting standards and review relevant new accounting pronouncements and drafts
thereof. As a result of new standards, changes to existing standards, and changes in interpretation, we may be required to change accounting policies, alter
operational policies and implement new or enhance existing systems so that they reflect new or amended financial reporting standards, or we may be required to
restate published financial statements. Such changes to existing standards or changes in their interpretation may cause an adverse deviation from our revenue and
operating profit target, which may negatively impact our results of operations, cash flows and financial condition.
Our business depends on the protection of trademarks and other intellectual property.
We believe that our success depends, in part, on protecting our intellectual property. Our intellectual property includes certain trademarks, service marks and
trade names relating to our business, products and services. Our success may depend, in part, on our ability to obtain protection for these trademarks and other
intellectual property rights. There can be no assurance that we will be able to build and maintain consumer value in our trademarks or other intellectual property or
that any trademark or other intellectual property right will provide competitive advantages.
Despite our efforts to protect our proprietary rights, parties may infringe on our trademarks and our rights may be invalidated or unenforceable. Monitoring
the unauthorized use of our intellectual property is difficult. Litigation may be necessary to enforce our intellectual property rights or to determine the validity and
scope of the proprietary rights of others. Litigation of this type
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could result in substantial costs and diversion of resources. We cannot assure you that all of the steps we have taken to protect our trademarks will be adequate to
prevent imitation of our trademarks by others. The unauthorized use or reproduction of our trademarks could diminish the value of our brand and its market
acceptance, competitive advantages or goodwill, which could adversely affect our business.
We may not be able to capitalize on the expansion of gaming or other trends and changes in the gaming industries, including changes due to laws and
regulations governing these industries, and other factors.
We participate in new and evolving aspects of the gaming industries. These industries involve significant risks and uncertainties, including legal, business and
financial risks. The fast-changing environment in these industries can make it difficult to plan strategically and can provide opportunities for competitors to grow
their businesses at our expense. Consequently, our future results of operations, cash flows and financial condition may be difficult to predict and may not grow at
expected rates.
Part of our strategy is to take advantage of the liberalization of regulations covering these industries on a municipality and state basis, which can be a
protracted process. To varying degrees, governments have taken steps to change the regulation of gaming terminals through the implementation of new or revised
licensing and taxation regimes.
Notwithstanding the general regulatory trend of liberalization, there also continues to be significant debate over, and opposition to, the gaming industry. There
can be no assurance that this opposition will not succeed in preventing the legalization of gaming in jurisdictions where it is presently prohibited, prohibiting or
limiting the expansion of gaming where it is currently permitted, including expansion of gaming terminals into additional types of establishments, or causing the
repeal of legalized gaming in any jurisdiction. Such opposition could also lead these jurisdictions to adopt legislation or impose a regulatory framework to govern
gaming that restricts our ability to advertise games or substantially increases costs to comply with these regulations. We continue to devote significant attention to
monitoring these developments; however, we cannot accurately predict the likelihood, timing, scope or terms of any state or federal legislation or regulation
relating to its business. Any successful effort to curtail the expansion of, or limit or prohibit, legalized gaming could have an adverse effect on our results of
operations, cash flows and financial condition.
Our success depends on the security and integrity of the systems and products offered, and security breaches, including cybersecurity breaches, or other
disruptions could compromise certain information and expose us to liability, which could cause our business and reputation to suffer.
We believe that our success depends, in large part, on providing secure products, services and systems to locations and players, and on the ability to avoid,
detect, replicate and correct software and hardware anomalies and fraudulent manipulation of products and services. Our business sometimes involves the storage,
processing and transmission of proprietary, confidential and personal information, and any future player program we may institute will also involve such
information. We also maintain certain other proprietary and confidential information relating to our business and personal information of our personnel. All of our
products, services and systems are designed with security features to prevent fraudulent activity. Despite these security measures, our products, services and
systems may be vulnerable to attacks by location partners, players, retailers, vendors or employees, or breaches due to cyber-attacks, viruses, malicious software,
computer hacking, security breaches or other disruptions. Expanded use of the Internet and other interactive technologies may result in increased security risks for
us and our location partners because the techniques used to obtain unauthorized access, disable or degrade service, or sabotage systems change frequently and
often are not foreseeable or recognized until launched against a target and we may be unable to anticipate these techniques or to implement adequate preventative
measures. Furthermore, hackers and data thieves are becoming increasingly sophisticated and could operate large-scale and complex automated attacks. Any
security breach or incident could result in unauthorized access to, misuse of, or unauthorized acquisition of certain data, the loss, corruption or alteration of this
data, interruptions in operations or damage to computers or systems or those of certain players or third-party platforms. Any of these incidents could expose us to
claims, litigation, fines and potential liability. Our ability to prevent anomalies and monitor and ensure the quality and integrity of our products and services is
periodically reviewed and enhanced, and we regularly assess the adequacy of security systems, including the security of our games and software, to protect against
any material loss to location
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partners and players, as well as the integrity of our products and services and our games. However, these measures may not be sufficient to prevent future attacks,
breaches or disruptions.
There is a risk that our products, services or systems may be used to defraud, launder money or engage in other illegal activities at its locations. Our gaming
machines have also experienced anomalies in the past. Games and gaming machines may be replaced by us and other gaming machine operators if they do not
perform according to expectations, or they may be shut down by regulators. The occurrence of anomalies in, or fraudulent manipulation of, our gaming machines
or other products and services, may give rise to claims from players or location partners, may lead to claims for lost revenue and profits and related litigation by
location partners and may subject us to investigation or other action by regulatory authorities, including suspension or revocation of licenses or other disciplinary
action. Additionally, in the event of the occurrence of any such issues with our products and services, substantial resources may be diverted from other projects to
correct these issues, which may delay other projects and the achievement of strategic objectives.
Further, third party-hosted solution providers that provide services to us, such as Microsoft, Salesforce or NetSuite, have in the past been subject to cyber
security incidents. Although these incidents have not had a material impact to date on our business, results of operations, financial condition or reputation to date, a
future failure of these third parties’ security systems and infrastructure could adversely affect us.
Risks related to our Financial Condition
We may not have sufficient cash flows from operating activities, cash on hand and available borrowings under the Credit Agreement to finance our required
capital expenditures under new gaming or amusement contracts and to meet our other cash needs.
Our business generally requires significant upfront capital expenditures for gaming terminals and amusement machines, software customization and
implementation, systems and equipment installation and telecommunications configuration. In connection with the signing or renewal of a gaming or amusement
contract, we may provide new equipment or impose new service requirements at a location, which may require additional capital expenditures in order to enter
into or retain the contract. Historically, we have funded these upfront costs through cash flows generated from operations, available cash on hand and borrowings
under the Credit Agreement (as defined herein).
In addition, since we are not paid for expenses and services, we may incur upfront costs (which may be significant) prior to receipt of any revenue under such
arrangements. Our ability to generate revenue and to continue to procure new contracts will depend on, among other things, our then present liquidity levels or our
ability to obtain additional financing on commercially reasonable terms.
If we do not have adequate liquidity or are unable to obtain financing for these upfront costs and other cash needs on favorable terms or at all, we may not be
able to pursue certain contracts, which could result in the loss of business or restrict our ability to grow. Moreover, we may not realize the return on investment
that we anticipate on new or renewed contracts due to a variety of factors, including lower than anticipated retail sales or amounts wagered, higher than anticipated
capital or operating expenses and unanticipated regulatory developments or litigation. We may not have adequate liquidity to pursue other aspects of our strategy,
including bringing products and services to new location partners or new or underpenetrated geographies (including through equity investments) or pursuing
strategic acquisitions. In the event we pursue significant acquisitions or other expansion opportunities, conduct significant repurchases of outstanding securities, or
refinance or repay existing debt, we may need to raise additional capital either through the public or private issuance of equity or debt securities or through
additional borrowings under our existing financing arrangements, which sources of funds may not necessarily be available on acceptable terms, if at all.
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Our level of indebtedness could adversely affect our results of operations, cash flows and financial condition.
As of December 31, 2024, we had total indebtedness of $597.4 million, all of which was borrowed under the Credit Agreement, and had approximately $143.5
million of availability.
Our level of indebtedness could affect our ability to obtain financing or refinance existing indebtedness; require us to dedicate a significant portion of our cash
flow from operations to interest and principal payments on indebtedness, thereby reducing the availability of cash flow to fund working capital, capital
expenditures, repurchases of our shares of Class A-1 common stock and other general corporate purposes; increase our vulnerability to adverse general economic,
industry or competitive developments or conditions and limit our flexibility in planning for, or reacting to, changes in our businesses and the industries in which
we operate or in pursuing our strategic objectives. In addition, we are exposed to interest rate risk as a significant portion of our borrowings are at variable rates of
interest. If interest rates increase, our interest payment obligations would increase even if the amount borrowed remained the same, and our results of operations,
cash flows and financial condition could be negatively impacted. All of these factors could place us at a competitive disadvantage compared to competitors that
may have less debt.
We may not have sufficient cash flows from operating activities to service all of our indebtedness and other obligations, and may be forced to take other
actions to satisfy obligations, which may not be successful.
Our ability to make payments on and to refinance our indebtedness and other obligations depends on our results of operations, cash flows and financial
condition, which in turn are subject to general economic, financial, competitive, legislative, regulatory and other factors that are beyond our control. We may not
be able to maintain a level of cash flows from operating activities sufficient to pay the principal, premium, if any, and interest on our indebtedness and other
obligations. If we are unable to generate sufficient cash flow to pay our indebtedness, we may be required to adopt one or more alternatives, such as refinancing or
restructuring indebtedness, selling material assets or operations or seeking to raise additional debt or equity capital. If we need to refinance all or part of our
indebtedness at or before maturity, there can be no assurance that we will be able to obtain new financing or to refinance any of our indebtedness on commercially
reasonable terms or at all.
Furthermore, our lenders, including the lenders participating in our delayed draw and/or revolving credit facilities under the Credit Agreement, may become
insolvent or tighten their lending standards, which could make it more difficult for us to borrow under our delayed draw and/or revolving credit facilities or to
obtain other financing on favorable terms or at all. Any default or failure by a lender in its obligation to fund its commitment under the delayed draw and/or
revolving credit facilities (or its participation in letters of credit) could limit our liquidity to the extent of the defaulting lender’s commitment and otherwise
adversely affect us. In addition, borrowings under our existing revolving credit facilities may be subject to capacity under an available borrowing base.
The agreements governing our indebtedness impose certain restrictions that may affect the ability to operate our business. Failure to comply with any of these
restrictions could result in the acceleration of the maturity of our indebtedness and require us to make payments on our indebtedness. Were this to occur, we
may not have sufficient cash to pay our accelerated indebtedness.
The agreements governing our indebtedness impose, and future financing agreements are likely to impose, operating and financial restrictions on activities
that may adversely affect our ability to finance future operations or capital needs or to engage in new business activities. In some cases, these restrictions require
us to comply with or maintain certain financial tests and ratios. In particular, subject to certain exceptions, the Credit Agreement restricts our ability to, among
other things:
•
incur or guarantee additional indebtedness;
•
make loans to others;
•
make investments;
•
merge or consolidate with another entity;
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•
make dividends and certain other payments, including payment of junior debt, and repurchases of our Class A-1 common stock;
•
create liens that secure indebtedness and guarantees thereof;
•
transfer or sell assets;
•
enter into transactions with affiliates;
•
change the nature of our business;
•
enter into certain burdensome agreements;
•
make certain accounting changes; and
•
change our passive holding company status.
In addition, the Credit Agreement contains financial covenants that require 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 November 20, 2019 and determined on the basis of our four most recently ended fiscal quarters for which financial
statements have been delivered pursuant to the Credit Agreement, subject to customary “equity cure” rights.
A breach of the covenants or restrictions under the agreements governing our indebtedness could result in an event of default under the applicable
indebtedness. Such a default may allow our lenders to accelerate the related indebtedness, which may result in the acceleration of other indebtedness to which a
cross-acceleration or cross-default provision applies. In addition, such lenders could terminate commitments to lend money, if any. In the event our lenders
accelerate the repayment of our borrowings, we may not have sufficient assets to repay that indebtedness. There can be no assurance that we will be granted
waivers or amendments to these agreements if for any reason we are unable to comply with these obligations or that we will be able to refinance our debt on terms
acceptable or at all.
Adverse developments affecting the financial services industry, such as actual events or concerns involving liquidity, defaults, or non-performance by
financial institutions or transactional counterparties, could adversely affect our financial condition and results of operations.
Actual events involving reduced or limited liquidity, defaults, non-performance or other adverse developments that affect financial institutions or other
companies in the financial services industry or the financial services industry generally, or concerns or rumors about any events of these kinds, have in the past and
may in the future lead to market-wide credit and liquidity problems. Instability in the U.S. or international financial systems could result in less favorable
commercial financing or derivative terms, including higher interest rates or costs and tighter financial and operating covenants, or systemic limitations on access to
credit and liquidity sources or hedging, thereby making it more difficult for us to obtain financing on terms favorable to us, which could have a material adverse
impact on our results of operations, cash flows and financial condition.
Risks Related to Our Common Stock
Clairvest Group Inc. (“Clairvest”) and members of the Rubenstein Family own a significant portion of Common Stock and have representation on the Board.
Clairvest, through its affiliates, and members of the Rubenstein Family may have interests that differ from those of other stockholders.
As of December 31, 2024, approximately 20% of the shares of our Class A-1 common stock was beneficially owned by affiliates of Clairvest. Following the
consummation of the merger of TPG Pace Holding Corp. (“TPG”) and Accel Entertainment, Inc. (the “Business Combination”), one director was jointly
nominated by TPG and Clairvest, Mr. Kenneth B. Rotman, and Mr. Rotman remains a member of the Board as a representative of Clairvest. While our subsidiaries
(including those holding gaming licenses) manage their respective operations in the ordinary course, Clairvest may be able to significantly influence the outcome
of matters submitted for action by directors of the Board, subject to our directors’ obligation to act in the interest of all of our
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stakeholders, and for stockholder action, including the designation and appointment of the Board (and committees thereof) and approval of significant corporate
transactions, including business combinations, consolidations and mergers. So long as Clairvest continues to directly or indirectly own a significant amount of our
outstanding equity interests and any individuals affiliated with Clairvest are members of the Board and/or any committees thereof, Clairvest may be able to exert
substantial influence over us and may be able to exercise its influence in a manner that is not in the interests of our other stakeholders. Clairvest’s influence over
our management could have the effect of delaying or preventing a change in control or otherwise discouraging a potential acquirer from attempting to obtain
control of us, which could cause the market price of our Class A-1 common stock to decline or prevent public stockholders from realizing a premium over the
market price for our Class A-1 common stock. Additionally, Clairvest and its affiliates are in the business of making investments in companies and owning real
estate, and may from time to time acquire and hold interests in businesses that compete directly or indirectly with us or that supply us with goods and services.
Clairvest or its affiliates may also pursue acquisition opportunities that may be complementary to (or competitive with) our business, and as a result those
acquisition opportunities may not be available to us. Prospective investors should consider that the interests of Clairvest may differ from their interests in material
respects.
In addition, as of December 31, 2024, approximately 10% of the shares of our Class A-1 common stock was beneficially owned by Mr. Andrew Rubenstein,
approximately 2% of the shares of our Class A-1 common stock was beneficially owned by his brother, Mr. Gordon Rubenstein, and Mr. Andrew Rubenstein,
together with Mr. Gordon Rubenstein (together, the “Rubenstein Family”) collectively beneficially own approximately 12% of the shares of our Class A-1
common stock. Although each of Mr. Andrew Rubenstein and Mr. Gordon Rubenstein, each disclaim legal or beneficial ownership of any shares of Class A-1
common stock owned or controlled by the others, the Rubenstein Family have and may exert significant influence over corporate actions requiring stockholder
approval. In addition, each of Mr. Andrew Rubenstein and Mr. Gordon Rubenstein are members of the Board. As a result, the Rubenstein Family may be able to
significantly influence the outcome of matters submitted for director action, subject to our director’s obligation to act in the interest of all of our stakeholders, and
for stockholder action, including the designation and appointment of the Board (and committees thereof) and approval of significant corporate transactions,
including business combinations, consolidations and mergers. So long as the Rubenstein Family continues to directly or indirectly own a significant amount of our
outstanding equity interests and any individuals affiliated with members of the Rubenstein Family are members of the Board and/or any committees thereof, and
the Rubenstein Family may be able to exert substantial influence over us and may be able to exercise its influence in a manner that is not in the interests of our
other stakeholders. The Rubenstein Family’s influence over our management could have the effect of delaying or preventing a change in control or otherwise
discouraging a potential acquirer from attempting to obtain control of us, which could cause the market price of our Class A-1 common stock to decline or prevent
public stockholders from realizing a premium over the market price for our Class A-1 common stock. Prospective investors should consider that the interests of the
Rubenstein Family may differ from their interests in material respects. In addition, pursuant to a transaction agreement among TPG and the stockholders of Accel
Entertainment, Inc. that was entered into in connection with the Business Combination, and subject to certain limitations set forth in the Transaction Agreement,
any person who held (together with such person’s affiliates) at least 8% of the outstanding shares of Class A-1 common stock immediately following the closing of
the Stock Purchase in connection with the Business Combination, had the right to nominate an individual to be a member of the Board. So long as any such
stockholder with director nomination rights continues to directly or indirectly own a significant amount of our outstanding equity interests and any individuals
affiliated with such stockholder are members of the Board and/or any committees thereof, such major stockholder may be able to exert substantial influence over
us and may be able to exercise its influence in a manner that is not in the interests of our other stakeholders. This influence over our management could have the
effect of delaying or preventing a change in control or otherwise discouraging a potential acquirer from attempting to obtain control of us, which could cause the
market price of our Class A-1 common stock to decline or prevent public stockholders from realizing a premium over the market price for our Class A-1 common
stock.
Holders of Class A-1 common stock are subject to certain gaming regulations, and if a holder is found unsuitable by a gaming authority, that holder would not
be able to, directly or indirectly, beneficially own Class A-1 common stock.
Holders of common stock are subject to certain gaming regulations. In Illinois, Georgia, Pennsylvania, Montana, Nevada and other regulated gaming
jurisdictions, gaming laws can require any holder of common stock to be disclosed, file an application, be
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investigated, and qualify or have his, her or its suitability determined by gaming authorities. Gaming laws in Illinois, Georgia, Pennsylvania, Montana, Nevada and
other regulated gaming jurisdictions also require any person who acquires beneficial ownership of more than 5% of voting securities of a gaming company to
notify the gaming authorities, and gaming authorities may require such holders to apply for qualification or a finding of suitability, subject to limited exceptions
for “institutional investors” that hold a company’s voting securities for investment purposes only. If a holder is found unsuitable by a gaming authority, that holder
would not be able to, directly or indirectly, beneficially own Class A-1 common stock.
Gaming authorities have very broad discretion in determining whether an applicant should be deemed suitable. For any cause deemed reasonable by the
gaming authorities, subject to certain administrative proceeding requirements, gaming regulators in Illinois, Pennsylvania, Montana, Nevada or elsewhere would
have the authority to (i) deny any application; (ii) limit, condition, restrict, revoke, or suspend any license, registration, finding of suitability or approval, including
revoking any licenses held by us to conduct business in the state or (iii) fine any person licensed, registered, or found suitable or approved. Any person required by
a gaming authority to be found suitable, who is found unsuitable by the gaming authority, may not hold, directly or indirectly, the beneficial ownership of any
voting security or beneficial or record ownership of any non-voting security or any debt security of any public corporation that is registered with the gaming
authority beyond the time prescribed by the gaming authority. A finding of unsuitability by a particular gaming authority in Illinois, Pennsylvania, Montana,
Nevada or elsewhere will impact that person’s ability to associate or affiliate with gaming licensees in that particular jurisdiction and could impact the person’s
ability to associate or affiliate with gaming licensees in other jurisdictions.
The market price and trading volume of Class A-1 common stock may be volatile and could decline significantly.
The stock markets, including the New York Stock Exchange (“NYSE”) have from time-to-time experienced significant price and volume fluctuations. Even
if an active, liquid and orderly trading market develops and is sustained for the Class A-1 common stock, the market price of Class A-1 common stock may be
volatile and could decline significantly. In addition, the trading volume in Class A-1 common stock may fluctuate and cause significant price variations to occur. If
the market price of Class A-1 common stock declines significantly, you may be unable to resell your Class A-1 common stock at or above the market price as of
the date hereof. We cannot assure you that the market price of Class A-1 common stock will not fluctuate widely or decline significantly in the future in response
to a number of factors, including, among others, the following:
•
the realization of any of the risk factors presented in this Annual Report on Form 10-K;
•
actual or anticipated differences in our estimates, or in the estimates of analysts, for our revenues, Adjusted EBITDA, results of operations, level of
indebtedness, liquidity or financial condition;
• additions and departures of key personnel;
• failure to comply with the requirements of the NYSE;
• failure to comply with the Sarbanes-Oxley Act or other laws or regulations;
• changes to gaming laws, regulations or enforcement policies of applicable gaming authorities;
•
future issuances, sales, resales or repurchases or anticipated issuances, sales, resales or repurchases, of our capital stock or other securities;
•
the timing and amount of any repurchases under our stock repurchase program;
•
the publication of research reports about us, our gaming locations or the gaming terminal industry generally or the cessation of the publication of any such
research reports;
• the performance and market valuations of other similar companies;
• commencement of, or involvement in, litigation involving us;
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• broad disruptions in the financial markets, including sudden disruptions in the credit markets;
• speculation in the press or investment community;
• actual, potential or perceived control, accounting or reporting problems; and
• changes in accounting principles, policies and guidelines.
 In the past, securities class-action litigation has often been instituted against companies following periods of volatility in the market price of their shares. This
type of litigation could result in substantial costs and divert our management’s attention and resources, which could have a material adverse effect on us.
Future issuances of debt securities and equity securities may adversely affect us, including the market price of our securities and may be dilutive to existing
stockholders.
In the future, we may incur debt or issue equity ranking senior to its securities. Those securities will generally have priority upon liquidation. Such securities
also may be governed by an indenture or other instrument containing covenants restricting our operating flexibility. Additionally, any convertible or exchangeable
securities that we issue in the future may have rights, preferences and privileges more favorable than those of our securities. Because our decision to issue debt or
equity in the future will depend on market conditions and other factors beyond its control, we cannot predict or estimate the amount, timing, nature or success of
future capital raising efforts. As a result, future capital raising efforts may reduce the market price of our securities and be dilutive to existing stockholders.
Provisions in our Charter designate the Court of Chancery of the State of Delaware, to the fullest extent permitted by law, as the sole and exclusive forum for
certain types of actions and proceedings that may be initiated by our stockholders, and provisions in our Bylaws also provide that the federal district courts will
be the exclusive forum for resolving any complaint asserting a cause of action arising under the Securities Act which could limit the ability of our stockholders
to obtain a favorable judicial forum for disputes with us or with our directors, officers or employees and may discourage stockholders from bringing such
claims.
The Charter provides that, to the fullest extent permitted by law, unless we consent to the selection of an alternative forum, and subject to the Court of
Chancery of the State of Delaware having personal jurisdiction over the parties named as defendants therein, the Court of Chancery of the State of Delaware will
be the sole and exclusive forum for:
•
any derivative action or proceeding brought on our behalf;
•
any action asserting a claim of breach of a fiduciary duty owed by any of our directors or officers to us or our stockholders, creditors or other constituents;
•
any action asserting a claim against us or any of our directors or officers arising pursuant to any provision of the Delaware General Corporate Law
(“DGCL”), the Charter or the Bylaws (as either may be amended and/or restated from time to time); or
•
any action asserting a claim against us that is governed by the internal affairs doctrine.
This choice of forum provision may limit a stockholder’s ability to bring a claim in a judicial forum that it finds favorable for disputes with us or any of our
directors, officers, or other employees, which may discourage lawsuits with respect to such claims. However, stockholders will not be deemed to have waived our
compliance with the federal securities laws and the rules and regulations thereunder and this provision would not apply to suits brought to enforce a duty or
liability created by the Exchange Act, which provides for the exclusive jurisdiction of the federal courts with respect to all suits brought to enforce any duty or
liability created by the Exchange Act or the rules and regulations thereunder. The Bylaws also provide that the federal district courts of the United States are the
exclusive forum for resolving any complaint asserting a cause of action arising under the Securities Act. If a court were to find the choice of forum provision
contained in the Charter to be inapplicable or unenforceable
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in an action, we may incur additional costs associated with resolving such action in other jurisdictions, which could harm our business, results of operations and
financial condition.
Resales of the securities, or issuances of Class A-1 common stock following the conversion of Class A-2 common stock could depress the market price of our
Class A-1 common stock.
There may be a large number of our securities sold in the market in the near future. These sales, or the perception in the market that the holders of a large
number of securities intend to sell securities, could reduce the market price of our securities. For example, a significant number of shares of Class A-1 common
stock held by parties to the registration rights agreement entered into by certain shareholders in connection with the Business Combination have been registered
for resale pursuant to an effective registration statement on Form S-3, including shares of Class A-1 common stock issuable upon exchange of shares of Class A-2
common stock. While each registration rights holder (as defined in the registration rights agreement) has agreed not to effect any sale or distribution of its
registrable shares if such sale or distribution would, or would reasonably be expected to, constitute or result in a “change of control” or similar event under our or
our subsidiaries’ credit facilities, as contractual restrictions on resale end, the sale or possibility of sale of these shares could have the effect of increasing the
volatility in the market price of our Class A-1 common stock or decreasing the market price itself.
ITEM 1B. UNRESOLVED STAFF COMMENTS
None.
ITEM 1C. CYBERSECURITY
Our Board recognizes the critical importance of maintaining the trust and confidence of our customers, clients, business partners and employees. As a result,
cybersecurity risk management is an integral part of our overall risk management and compliance program. Our cybersecurity risk management processes are
modeled after industry best practices, such as the National Institute of Standards and Technology Cybersecurity Framework, for handling cybersecurity threats and
incidents, including threats and incidents associated with the use of applications developed by third-party service providers, and facilitate coordination across
different departments of our company.
The Board has overall oversight responsibility for our cybersecurity risk management; however, it delegates cybersecurity risk management oversight to the
audit committee of the Board (the “Audit Committee”). The Audit Committee is responsible for ensuring that management has processes in place designed to
identify and evaluate cybersecurity risks to which we are exposed and implement processes and programs to manage cybersecurity risks and mitigate cybersecurity
incidents.
These processes include steps for assessing the severity of a cybersecurity threat, identifying the root cause of a cybersecurity threat, including whether the
cybersecurity threat is associated with a third-party service provider, implementing cybersecurity countermeasures and mitigation strategies, and informing
management and our Board of material cybersecurity threats and incidents. Our information technology team is responsible for assessing our cybersecurity risk
management program, and we currently do not engage third parties for such assessment.
Our cybersecurity program is under the direction of our Chief Financial Officer (“CFO”) and our Chief Technology Officer (“CTO”), who receive reports
from our information technology team and monitor the prevention, detection, mitigation, and remediation of cybersecurity incidents. Our CTO has over 27 years
of extensive information technology experience in various roles of increasing importance. His experience includes roles as Director of Technology, Information
Technology Manager, Technical Manager, and Systems Analyst. Among his other duties as CTO, he manages our cybersecurity team, which comprises certified
and experienced information security professionals, and he has been instrumental in the implementation and monitoring of our various cybersecurity systems and
tools.
Management is responsible for identifying, considering, and assessing material cybersecurity risks on an ongoing basis, establishing processes to ensure that
such potential cybersecurity risk exposures are monitored, putting in place appropriate mitigation measures and maintaining cybersecurity programs, including:
28

•
Implementing a comprehensive, cross-functional approach to identifying, preventing and mitigating cybersecurity threats and incidents, while also
implementing controls and procedures that provide for the prompt escalation of certain cybersecurity incidents so that decisions regarding the public
disclosure and reporting of such incidents can be made by management in a timely manner;
•
Deploying technical safeguards that are designed to protect our information systems from cybersecurity threats, including firewalls, intrusion prevention
and detection systems, anti-malware functionality and access controls, which are evaluated and improved through vulnerability assessments and
cybersecurity threat intelligence;
•
Establishing and maintaining comprehensive incident response and recovery plans that fully address our response to a cybersecurity incident, and such
plans are tested and evaluated on a regular basis; and
•
Providing regular, mandatory training for personnel regarding cybersecurity threats as a means to equip our personnel with effective tools to address
cybersecurity threats, and to communicate our evolving information security policies, standards, processes and practices.
Management, including the CFO, regularly updates the Audit Committee on our cybersecurity processes, material cybersecurity risks and mitigation
strategies. The Audit Committee reports all material cybersecurity risks to the Board.
Although we are subject to ongoing and evolving cybersecurity threats, we are not aware of any material risks from cybersecurity threats in 2024 that have
materially affected or are reasonably likely to materially affect us, including our business strategy, results of operations or financial condition. For more
information on our cybersecurity risks, see “Risk Factors — Our success depends on the security and integrity of the systems and products offered, and security
breaches or other disruptions could compromise certain information and expose us to liability, which could cause our business and reputation to suffer.”
ITEM 2. PROPERTIES
We own our 58,000 sq. ft. corporate headquarters in Burr Ridge, Illinois. This facility houses service, support and sales functions for the Chicagoland region.
It is the primary location for the majority of the executive management team, as well as the primary location for several other business units and shared services
such as legal/compliance, human resources, information technology, security, fleet, finance/accounting, data digital, sales, service, amusements, and marketing and
service units. The facility supports our 24/7 Service Solutions Call Center, as well as onsite route management and collection processing in Illinois. This facility
also contains our largest warehouse, from which equipment installations, preparation, programming, and repairs occur, as well as gaming terminal quality
assurance processes and general storage. In this facility there is an IGB-approved secured storage site for sensitive gaming equipment and materials.
In Illinois, we own facilities in Peoria, Springfield and Rockford that support our operations. We also own and operate the FanDuel Sportsbook & Racetrack,
an active racing track in Collinsville, Illinois with ~50 annual race days. We also own two properties in Louisiana, to support our operations, and three properties
in Billings, Montana, one of which is used to support our operations and the other two are retail gaming locations.
We also rent an additional fourteen locations in Illinois, seventeen locations in Montana, eight locations in Nevada, three locations in Georgia, two locations in
Iowa, three locations in Nebraska, three locations in Louisiana, and one location in Pennsylvania, which are used to support our operations and provide
warehousing for our equipment.
We believe that our current facilities are in good working order and are capable of supporting our operations for the foreseeable future; however, we will
continue to evaluate buying or renting additional space as needed to accommodate our growth.
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ITEM 3. LEGAL PROCEEDINGS
Information required by this Item is incorporated by reference from the discussion in Note 20, Commitments and Contingencies, of the consolidated financial
statements included in Part II, Item 8 of this Annual Report on Form 10-K.
ITEM 4. MINE SAFETY DISCLOSURES
Not applicable.
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PART II
ITEM 5. MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY
SECURITIES
Market Information on Common Stock
Our Class A-1 common stock has traded on the NYSE under the ticker symbol “ACEL” since November 21, 2019.
Stockholders
There were 91 stockholders of record of our Class A-1 common stock, and 111 stockholders of record of our Class A-2 common stock as of February 25,
2025.
Dividends
We have not paid any cash dividends on our shares to date, nor do we intend to pay cash dividends. The payment of cash dividends in the future will be
dependent upon our revenues and earnings, if any, capital requirements and general financial condition. The payment of any cash dividends is within the discretion
of the Board. Further, our credit facility restricts our ability to declare dividends, subject to certain exceptions.
Securities Authorized for Issuance Under Equity Compensation Plans
The information required by this item with respect to our equity compensation plans is incorporated by reference to our Proxy Statement for the 2025 annual
meeting of stockholders to be filed with the SEC within 120 days of the fiscal year ended December 31, 2024.
Unregistered Sales of Equity Securities and Use of Proceeds
None.
Issuer Purchase of Equity Securities
On November 22, 2021, the Board approved a share repurchase program of up to $200 million shares of Class A-1 common stock. On February 27, 2025, the
Board approved an amendment to the share repurchase program to replenish the dollar amount that may be purchased under the program back to up to
$200 million shares of Class A-1 common stock (as amended, our “share repurchase program)”. The timing and actual number of shares repurchased will depend
on a variety of factors, including price, general business and market conditions, and alternative investment opportunities. Under our share repurchase program,
repurchases can be made from time to time using a variety of methods, including open market purchases or privately negotiated transactions, in compliance with
the rules of the SEC and other applicable legal requirements. Our share repurchase program does not obligate us to acquire any particular amount of shares, and
our share repurchase program may be suspended or discontinued at any time at our discretion.
All share repurchases were made under our publicly announced program (prior to the amendment), and there are no other programs under which we
repurchase shares. Repurchases under our share repurchase program during our restricted trading windows are executed under the terms of a pre-set trading plan
meeting the requirements of Rule 10b5-1(c) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”).
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The following table provides the shares purchased under our share repurchase program (prior to the amendment) in the fourth quarter of 2024:
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
Performance Graph
The following stock price performance graph should not be deemed incorporated by reference by any general statement incorporating by reference this
Annual Report on Form 10‑K into any filing under the Exchange Act or the Securities Act, except to the extent that we specifically incorporate this information by
reference, and shall not otherwise be deemed filed under such acts.
The following stock performance graph compares, for the period January 1, 2020 through December 31, 2024 (the last trading day of our fiscal year), the
cumulative total stockholder return for (1) our Class A-1 common stock, (2) the NASDAQ Composite Index and (3) Russell 3000 Casinos & Gambling Industry
Index assuming a hypothetical $100 investment in our stock or respective index on January 1, 2020.
The stock price performance below is not necessarily indicative of future stock price performance.
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
ITEM 6. [RESERVED]
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ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
The following discussion provides information that management believes is relevant to an understanding and assessment of our consolidated financial
condition and results of operations. You should read this discussion in conjunction with our consolidated financial statements and the notes thereto included in Part
II, Item 8 of this Annual Report on Form 10-K. This discussion and analysis of our financial condition and results of operations also contains forward-looking
statements that involve risks, uncertainties, and assumptions. Our actual results may differ materially from those anticipated in these forward-looking statements as
a result of a variety of factors, including those set forth under Item 1A. “Risk Factors.”
A discussion of our results of operations on a consolidated basis for the years ended December 31, 2024 and 2023 are presented below. For the discussion of
our results of operations on a consolidated basis for the years ended December 31, 2023 and 2022, please see our Annual Report on Form 10-K for the year ended
December 31, 2023 that was filed on February 28, 2024.
Company Overview
We are a leading distributed gaming and local entertainment operator in the United States (“U.S.”) and a preferred partner for local business owners in the
markets we serve. We offer turnkey, full-service gaming solutions to bars, restaurants, convenience stores, truck stops, and fraternal and veteran establishments
across the country. In strategic markets, we are the owner and operator of our own retail establishments, and gaming and entertainment venues.
Our operations offer a complementary source of revenue for our location partners by offering a “one-stop” solution of support, service, and equipment
through:
•
Providing unmatched customer support, guidance, and expertise so our location partners can grow their businesses with incremental revenue.
•
Installing, maintaining, operating and servicing gaming terminals and related equipment for our location partners as well as redemption devices that
have automated teller machine (“ATM”) functionality and stand-alone ATMs, driving game play and player loyalty.
•
Offering amusement devices, including jukeboxes, dartboards, pool tables, and other entertainment related equipment that enhance customer
experience and engagement.
We also design and manufacture gaming terminals and related equipment. We are continuously evaluating additional opportunities that are complementary to
our core business.
We currently operate as a distributed gaming operator in the following states:
•
Illinois - we are 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 since June 2022,
•
Nevada - we were granted an unlimited gaming license in May 2024 by the Nevada Gaming Commission,
•
Nebraska - we became a licensed distributor of mechanical amusement devices in Nebraska in June 2022, and commenced operations in this market,
•
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,
•
Pennsylvania - we have held a license from the Pennsylvania Gaming Control Board since November 2020.
33

•
Louisiana - we entered the Louisiana market via acquisition in November 2024 and hold a license as a device owner from the Louisiana Gaming Control
Board to operate video draw poker devices.
Through our wholly owned subsidiary, Grand Vision Gaming, we also manufacture gaming terminals in the Montana, Nevada, South Dakota, and West
Virginia markets.
In December 2024 we acquired the FanDuel Sportsbook and Horse Racing in Illinois, which will expand our operations into local casino gaming and horse
racing. Starting in 2025, we plan to open a casino at the FanDuel Sportsbook and Racktrack in the greater St. Louis/southern Illinois market, with Phase I of the
casino opening in second quarter 2025 and the Phase II build out of a permanent facility anticipated to start shortly after the completion of Phase I. The 2025
racing season is planned for April - October 2025. The casino property and associated racetrack will generate revenues and expenses from slot machines, video
table games, ancillary food and beverage services, commission on pari-mutuel wagering, racing event-related services, and other miscellaneous operations.
We are subject to the various gaming regulations in the states in which we operate, as well as various other federal, state and local laws and regulations.
Macroeconomic Factors
Ongoing interest rate uncertainty, persistent inflation, and reciprocal and increased tariffs may increase the risk of an economic recession and volatility in the
capital or credit markets in the U.S. 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, outside of observed increases in our costs related to higher wages and increased
interest expense on our debt. In 2023 and the first half of 2024, we accelerated certain of our capital expenditures related to gaming machines and related
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 and software as well as other ancillary equipment.
ATM fees and other. ATM fees and other primarily 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 (effective July 1, 2024, the tax on
net gaming revenue in the State of Illinois increased from 34% to 35%, which is split equally between us and our locations in Illinois), (ii) licenses, permits
and other fees required for the operation of gaming
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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, and (v) ATM and amusement fees.
Cost of manufacturing goods sold. Cost of manufacturing goods sold consists of costs associated with the sale of gaming terminals and related equipment.
General and administrative. General and administrative expenses consist of operating expense and general and administrative 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. General and administrative expense includes payroll and related expense for account managers, business development managers,
marketing, and other corporate personnel. In addition, general and administrative 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 our gaming locations, which allow 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 facility, 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/SOFR 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 national, 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 years ended December 31, 2024 and 2023:
(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)%
Revenues
Total net revenues for the year ended December 31, 2024 were $1,231.0 million, an increase of $60.6 million, or 5.2%, compared to the prior year. The
increase was driven primarily by an increase in net gaming revenue of $59.2 million, or 5.3%, which reflected an increase in gaming locations and terminals. Total
net revenues by state are presented below (in thousands, except %s):
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 
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 %
Revenues for Louisiana only represents two months of operations.
(1)
(1) 
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Cost of revenue
Total cost of revenue for the year ended December 31, 2024 was $852.4 million, an increase of $42.8 million, or 5.3%, compared to the prior year due
primarily to higher net gaming revenue, as described above.
Cost of manufacturing goods sold
Cost of manufacturing goods sold for the year ended December 31, 2024 was $7.1 million, a decrease of $0.6 million, or 7.4%, compared to the prior year due
primarily to lower manufacturing revenue.
General and administrative
Total general and administrative expenses for the year ended December 31, 2024 were $194.7 million, an increase of $14.5 million, or 8.0%, compared to the
prior year. The increase was attributable to higher payroll-related costs, as we continue to grow our operations, as well as higher stock-based compensation
expense, partially offset by lower legal settlements and parts and repair expense.
Depreciation and amortization of property and equipment
Depreciation and amortization of property and equipment for the year ended December 31, 2024 was $44.0 million, an increase of $6.1 million, or 16.0%,
compared to the prior year due to an increased number of gaming terminals.
Amortization of intangible assets and route and customer acquisition costs
Amortization of intangible assets and route and customer acquisition costs for the year ended December 31, 2024 was $22.6 million, an increase of $1.4
million, or 6.4%, compared to the prior year due to an increase in location contracts acquired.
Other expenses, net
Other expenses, net for the year ended December 31, 2024 were $19.3 million, an increase of $12.9 million, or 199.7%, compared to the prior year. The
increase was primarily attributable to higher fair value adjustments associated with the revaluation of contingent consideration liabilities and higher non-recurring
expenses related to acquisitions, as well as the impact of a $1.7 million gain recognized in the prior-year period on the convertible note settlement as discussed in
Note 4 to the consolidated financial statements.
Interest expense, net
Interest expense, net for the year ended December 31, 2024 was $35.9 million, an increase of $2.7 million, or 8.3%, compared to the prior year, primarily due
to an increase in average outstanding debt and higher interest rates, partially offset by the benefit realized on our interest rate caplets. For the year ended
December 31, 2024, the weighted-average interest rate was approximately 7.4% compared to the weighted-average interest rate of approximately 7.3% for the
prior year.
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Loss on change in fair value of contingent earnout shares
Loss on change in fair value of contingent earnout shares for the year ended December 31, 2024 was $1.3 million, a decrease of $7.3 million compared to the
prior year. The change was primarily due to the fluctuations in the market value of our Class A-1 common stock, which is the primary input to the valuation of the
contingent earnout shares.
Income tax expense
Income tax expense for the year ended December 31, 2024 was $18.4 million, a decrease of $1.7 million, or 8.4%, compared to the prior year. The effective
tax rate for the year ended December 31, 2024 was 34.3% compared to 30.6% 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
•
Number of gaming terminals and;
•
Location hold-per-day
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 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 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 %
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.
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The following table sets forth information with respect to the number of gaming terminals in our primary locations:
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 %
Location hold-per-day
Location hold-per-day is calculated by dividing net gaming revenue in the period by the average number of locations, which is then further divided by the
number of operational days. We utilize this metric to compare market and location performance on a normalized basis. The percent change in location hold-per-
day is the underlying metric we use to determine the change in same-store sales.
The following tables set forth information with respect to our location hold-per-day in our primary locations:
Year Ended
December 31, 2024
Increase / (Decrease)
2024
2023
Change
Change %
Illinois
$
864 
$
849 
$
15 
1.8 %
Montana
609 
582 
27 
4.6 %
Nevada
823 
851 
(28)
(3.3)%
Nebraska
241 
234 
7 
3.0 %
Louisiana
979 
— 
Non-GAAP Financial Measures
Adjusted EBITDA and Adjusted net income are non-GAAP financial measures, but are key metrics management uses to monitor ongoing core operations.
Adjusted EBITDA and Adjusted net income exclude the effects of certain  non-cash  items or represent certain nonrecurring items that are unrelated to core
performance. Management believes these non-GAAP financial measures enhance the understanding of our underlying drivers of profitability, trends in our
business, and facilitate company-to-company and period-to-period comparisons. 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.
Adjusted net income is defined as net income plus:
•
Amortization of intangible assets and route and customer acquisition costs
•
Stock-based compensation expense
•
Loss from unconsolidated affiliates
•
Loss on change in fair value of contingent earnout shares
•
Gain on expiration of warrants
•
Other expenses, net which 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
•
Tax effect of adjustments
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Adjusted EBITDA is defined as net income plus:
•
Amortization of intangible assets and route and customer acquisition costs
•
Stock-based compensation expense
•
Loss from unconsolidated affiliates
•
Loss on change in fair value of contingent earnout shares
•
Gain on expiration of warrants
•
Other expenses, net
•
Tax effect of adjustments
•
Depreciation and amortization of property and equipment
•
Interest expense, net
•
Emerging markets which reflects 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 Pennsylvania as an emerging market
◦
Prior to January 2024, Iowa was considered an emerging market
◦
Prior to April 2023, Nebraska was considered an emerging market
•
Income tax expense
Adjusted net income and Adjusted EBITDA
(in thousands, except %s)
Year Ended
December 31,
Increase / (Decrease)
2024
2023
Change
Change %
Net income
$
35,291 
$
45,603 
$
(10,312)
(22.6)%
Adjustments:
Amortization of intangible assets and route and customer
acquisition costs
22,577 
21,211 
1,366 
6.4 %
Stock-based compensation
12,204 
9,416 
2,788 
29.6 %
Loss from unconsolidated affiliates
— 
— 
— 
— %
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 %
Other expenses, net
19,339 
6,453 
12,886 
199.7 %
Tax effect of adjustments
(13,585)
(8,702)
(4,883)
(56.1)%
Adjusted net income
77,089 
82,520 
(5,431)
(6.6)%
Depreciation and amortization of property and equipment
43,978 
37,906 
6,072 
16.0 %
Interest expense, net
35,892 
33,144 
2,748 
8.3 %
Emerging markets
165 
(948)
1,113 
117.4 %
Income tax expense
32,023 
28,823 
3,200 
11.1 %
Adjusted EBITDA
$
189,147 
$
181,445 
$
7,702 
4.2 %
Adjusted EBITDA for the year ended December 31, 2024 was $189.1 million, an increase of $7.7 million, or 4.2%, compared to the prior year. The increase in
performance was attributable to an increase in the number of locations and gaming terminals.
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Liquidity and Capital Resources
In order to maintain sufficient liquidity, we review our cash flow projections and available funds with the Board 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,
purchases of property and equipment, servicing outstanding indebtedness, and funding the Board approved share repurchase program and near term acquisitions.
As of December 31, 2024, we had $281.3 million in cash and cash equivalents.
Senior Secured Credit Facility
On November 13, 2019, we entered into a credit agreement (as amended, 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.
On August 4, 2020, in order 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), we and the other parties thereto entered into
Amendment No. 1 to the Credit Agreement (“Amendment No. 1”). Amendment No.1 also raised the floor for the adjusted LIBOR rate to 0.50% and the floor for
the Base Rate to 1.50%. The waivers of financial covenant breach were never utilized as we remained in compliance with all debt covenants during these periods.
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, provided for:
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•
an increase in the amount of the revolving credit facility from $100.0 million to $150.0 million,
•
$350.0 million initial term loan facility, the proceeds of which were applied to refinancing existing indebtedness, and
•
$400.0 million delayed draw term loan facility (“DDTL”)
The maturity date of the Credit Agreement was extended to October 22, 2026. The interest rate and covenants remained unchanged. We incurred $4.3 million
in debt issuance costs associated with Amendment No. 2.
On June 7, 2023, in order to replace the referenced LIBOR interest rate in the Credit Agreement with the Secured Overnight Financing Rate (“SOFR”), we
and the other parties thereto entered into Amendment No. 3 to the Credit Agreement (“Amendment No. 3”).
In June 2023, we completed a $100 million draw on the DDTL and used all of the proceeds to pay down an equal portion of the revolving credit facility.
On August 23, 2023, we entered into Amendment No. 4 to the Credit Agreement (“Amendment No. 4”), which extended the termination date to draw on the
DDTL to October 22, 2024.
During October 2024, we borrowed an additional $119.0 million on the DDTL, of which $77.5 million was used to pay down the revolving credit facility
under the Credit Agreement, $35.0 million was used used for a business acquisition and the remaining $6.5 million was used for general business operations. Our
ability to borrow on the DDTL ended on October 22, 2024.
As of December 31, 2024, there remained $143.5 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 will also be required to guarantee the Credit Agreement and grant a security interest in
substantially all of its 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 term SOFR rate (which cannot be less
than zero) 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
SOFR 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) SOFR for a 1-month Interest
Period on such day plus 1.0%. As of December 31, 2024, the weighted-average interest rate was approximately 7.4%.
Interest is payable quarterly in arrears for ABR loans, at the end of the applicable interest period for SOFR 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 SOFR 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) SOFR (50 bps 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 SOFR “breakage” costs.
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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.
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 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 December 31, 2024. We expect to meet our cash obligations and remain in compliance with all debt
covenants 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/SOFR 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 aggregate premium for these caplets was $3.9 million, and was financed as additional debt. In connection with
the entry into Amendment No. 3, the referenced rate in the caplets was simultaneously changed from LIBOR to SOFR.
We recognized an unrealized loss on the change in fair value of the interest rate caplets of $3.8 million and $4.3 million, net of income taxes, for the years
ended December 31, 2024, and 2023. Further, as the 1-month LIBOR/SOFR interest rate began to exceed 2% starting in second half of 2022, we recognized
interest income on the caplets of $9.8 million and $9.2 million for the years ended December 31, 2024 and 2023, respectively, which is reflected in interest
expense, net in the consolidated statements of operations and other comprehensive income.
Temporary equity
In November 2024, we acquired 85% of the ownership interests in both Toucan Gaming, LLC and LSM Gaming, LLC (herein referred to as “Toucan
Gaming”), two Louisiana-based operators and owners of multiple licensed video poker establishments. Concurrent with the acquisition, we entered into a
redemption agreement with the noncontrolling interest holder in the form of put and call options that would allow us to eventually own 100% of Toucan Gaming.
The noncontrolling interest holder may exercise its put option after seven years, or if we have a change in control event. We may exercise our call option after ten
years or upon termination of key employees of Toucan Gaming for cause. The redemption provisions are not currently considered probable. As these redemption
features are not solely within our control, they cause the noncontrolling interests to be redeemable. As a result, we recorded the redeemable noncontrolling interest
to temporary equity at its acquisition date fair value based on the proportionate share in net assets of Toucan Gaming, which is reported in the mezzanine section
between total liabilities and shareholders’ equity in the consolidated balance sheets. These redeemable noncontrolling interests are subsequently recorded at
carrying value, which is adjusted for the noncontrolling interests’ share of net income or loss. If the redemption criteria become probable, the redeemable
noncontrolling interests are recorded at the greater of carrying value, which is adjusted for the noncontrolling interests’ share of net income or loss, or estimated
redemption value at each reporting period. If the carrying value, after the income or loss attribution, is below the estimated redemption value at each reporting
period, we will remeasure the redeemable noncontrolling interests to its redemption value at which point any measurement period adjustments are recorded to
equity and a corresponding adjustment to earnings per share.
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Cash Flows
The following table summarizes our 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 consolidated financial statements and the notes thereto included in Part II, Item 8 of this Annual Report on Form 10-K:
(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 
Net cash provided by operating activities
For the year ended December 31, 2024, net cash provided by operating activities was $121.2 million, a decrease of $11.3 million over the prior year. The
decrease can be attributed to higher deferred tax liabilities and working capital adjustments, partially offset by lower payments on consideration payable.
Net cash used in investing activities
For the year ended December 31, 2024, net cash used in investing activities was $124.2 million, an increase in cash used of $64.4 million over the prior year.
The increase was attributable to more cash used for business and asset acquisitions, primarily due to the acquisition of Toucan Gaming, the proceeds from the
settlement of our convertible notes that happened in 2023, which did not reoccur in the current year, and our investment in an equity interest, partially offset by
lower purchases of property and equipment. We anticipate our capital expenditures will be approximately $75–80 million in 2025, of which $31–32 million relates
to Fairmount and $5–7 million relates to Louisiana.
Net cash provided by (used in) financing activities
For the year ended December 31, 2024, net cash provided by financing activities was $22.7 million, compared to cash used in financing activities of $35.2
million in the prior year. The change reflects an increase in borrowings to fund business and asset acquisitions and lower repurchases of our Class A-1 common
stock, partially offset by lower payments on consideration payable.
Critical Accounting Policies and Estimates
We prepare our consolidated financial statements in accordance with U.S. GAAP. In applying accounting principles, it is often required to use estimates.
These estimates consider the facts, circumstances and information available, and may be based on subjective inputs, assumptions and information known and
unknown to us. Material changes in certain of the estimates that we use could affect, by a material amount, our consolidated financial position and results of
operations. Although results may vary, we believe our estimates are reasonable and appropriate. The following describes certain significant accounting policies
that involve more subjective and complex judgments where the effect on our consolidated financial position and operating performance could be material.
Business combinations and goodwill
For acquisitions meeting the definition of a business combination, the acquisition method of accounting is used. The acquisition date is the date on which we
obtain operating control over the acquired business. The consideration paid is determined on the acquisition date and is the sum of the fair values of the assets we
acquired and the liabilities we assumed, including the fair value of any asset or liability resulting from a deferred consideration arrangement. Acquisition-related
costs, such as professional fees, are excluded from the consideration transferred and are expensed as incurred. Any contingent consideration is measured at its fair
value on the acquisition date, recorded as a liability and accreted over its payment term in our consolidated statements of operations and comprehensive income as
other expenses, net. Acquired tangible personal property such as gaming equipment and buildings are generally measured at fair value using a cost approach which
measures the fair value based on the cost to reproduce
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or replace the asset, while land is valued using a market approach which looks at the values of similar properties. Location contract intangibles, which primarily
represent the acquisition-date fair value of the preexisting relationships between the acquired company and gaming locations are generally measured at fair value
using an income approach which measures the fair value based on the estimated future cash flows using certain projected financial information such as revenue
projections, cost of revenue margins and other assumptions such as discount rates. Operating licenses that the acquired company holds to operate in its respective
gaming jurisdiction, are valued using an income approach which measures the fair value based on the estimated future cash flows using certain projected financial
information such as revenue projections, cost of revenue margins and other assumptions, such as discount rates. Goodwill is measured as the excess of the
consideration transferred over the fair value of the net identifiable assets acquired and liabilities assumed. The relevance of this policy and the described methods
and assumptions vary from period to period depending on the volume of applicable acquisitions occurring.
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. Our horse racing operations will only operate during the months where the weather is conducive to racing, which is
typically from late spring through the early fall. Holidays, vacation seasons, and sporting events may also cause our results to fluctuate.
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ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
Market risk represents the risk of loss that may impact our financial position due to adverse changes in financial market prices and rates. Our market risk
exposure is primarily the fluctuations in interest rates.
Interest rate risk
We are exposed to interest rate risk in the ordinary course of our business. Our borrowings under our senior secured credit facility were $597.4 million as of
December 31, 2024. If the underlying interest rates were to increase by 1.0%, or 100 basis points, the increase in interest expense on our floating rate debt would
negatively impact our future earnings and cash flows by approximately $3.0 million annually, assuming the balance outstanding under our Credit Facility remained
at $597.4 million. Our exposure to higher interest rates is partially mitigated as we hedged the variability of the cash flows attributable to the changes in the 1-
month LIBOR/SOFR 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”) on January 12, 2022. The caplets mature at the end of each month and are used to protect our exposure as the 1-month LIBOR/SOFR interest
rate began to exceed 2% starting in second half of 2022.
Cash and cash equivalents are held in cash vaults, highly liquid, checking and money market accounts, gaming terminals, redemption terminals, ATMs, and
amusement equipment. As a result, these amounts are not materially affected by changes in interest rates.
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
Reference is made to the financial statements, the notes thereto, and the report of our independent registered public accounting firm commencing at page F-1
of this Annual Report on Form 10-K, which financial statements, notes, and report are incorporated herein by reference.
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE
None.
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ITEM 9A. CONTROLS AND PROCEDURES
Evaluation of Disclosure Controls and Procedures
We have developed “disclosure controls and procedures,” as defined in Rule 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934 (the
“Exchange Act”) that are designed to ensure information required to be disclosed is recorded, processed, summarized and reported within the time periods
specified in the SEC’s rules and forms. Our management, under the supervision and participation of our Chief Executive Officer (“CEO”, serving as our Principal
Executive Officer) and our Chief Financial Officer (“CFO”, serving as our Principal Financial Officer), have performed an evaluation of the effectiveness of the
design and operation of our disclosure controls and procedures as of the end of the period covered by this report. Based on that evaluation, our CEO and CFO
concluded that our internal control over financial reporting was effective as of December 31, 2024.
Management's Report on Internal Control Over Financial Reporting
Management, including our CEO and CFO, is responsible for establishing and maintaining adequate internal control over financial reporting as defined in
Rules 13a-15(f) and 15d-15(f) under the Exchange Act. Our internal control over financial reporting includes those policies and procedures designed to, in
reasonable detail, accurately and fairly reflect our transactions, and provide reasonable assurance regarding the reliability of our financial reporting and the
preparation of our financial statements for external reporting purposes in accordance with U.S. GAAP.
An effective internal control system, no matter how well designed and executed, has inherent limitations, and therefore can only provide reasonable
assurance with respect to reliable financial reporting. Our internal control over financial reporting may not prevent or detect all misstatements because of its
inherent limitations, including the possibility of human error, the circumvention or overriding of controls, or fraud. Effective internal controls can provide only
reasonable assurance with respect to the preparation and fair presentation of financial statements.
Under guidance issued by the staff of the SEC, companies are permitted to exclude acquisitions from their assessment of internal control over financial
reporting during the first fiscal year in which an acquisition qualifying as a business combination occurred. We acquired Toucan Gaming, LLC and LSM Gaming,
LLC (“Toucan Gaming”) and Fairmount Holdings, Inc. (“Fairmount”) late in the fourth quarter of 2024. As such, management has excluded both of these
acquisitions from its assessment of the effectiveness of the our internal control over financial reporting as of December 31, 2024. Individually, each acquisition
represents less than 4% of our total assets, and less than 0.5% of our total net revenues as of and for the year ended December 31, 2024.
Management evaluated the effectiveness of our internal control over financial reporting as of December 31, 2024. In making this evaluation, management
used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”) in Internal Control-Integrated Framework
(2013). Based on that evaluation, management has concluded that internal control over financial reporting as of December 31, 2024 was effective.
Our independent registered public accounting firm, KPMG LLP, who audited the consolidated financial statements included in this annual report, issued an
unqualified opinion on the effectiveness of Accel's internal control over financial reporting. KPMG LLP’s report appears on pages F2-F3 of this Annual Report
on Form 10-K.
Changes in Internal Control Over Financial Reporting
There have been no changes during the quarter ended December 31, 2024, in our internal controls over financial reporting that have materially affected, or
are reasonably likely to materially affect, our internal control over financial reporting.
47

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ITEM 9B. OTHER INFORMATION
On December 26, 2024, Andrew Rubenstein, our President and Chief Executive Officer, entered into a pre-arranged written stock sale plan in accordance
with Rule 10b5-1 (the “Rubenstein Rule 10b5-1 Plan”) under the Exchange Act, for the sale of shares of our Class A-1 common stock. The Rubenstein Rule
10b5-1 Plan was adopted during an open trading window in accordance with our insider trading policy and is intended to satisfy the affirmative defense of Rule
10b5-1(c) under the Exchange Act. The Rubenstein Rule 10b5-1 Plan provides for the potential sale of up to 800,000 shares of our Class A-1 common stock, so
long as the market price of our Class A-1 common stock is higher than certain minimum threshold prices specified in the Rubenstein Rule 10b5-1 Plan between
March 26, 2025 and February 27, 2026.
The Rubenstein Rule 10b5-1 Plan included a representation from Mr. Rubenstein to the broker administering the plan that he was not in possession of any
material nonpublic information regarding us or our securities subject to the Rubenstein Rule 10b5-1 Plan at the time the Rubenstein Rule 10b5-1 Plan was
entered into. A similar representation was made to us in a certification Mr. Rubenstein provided to us in connection with the adoption of the Rubenstein Rule
10b5-1 Plan under our insider trading policy. Those representations were made as of the date of adoption of the Rubenstein Rule 10b5-1 Plan or the certification,
as applicable, and speak only as of those dates. In making those representations, there is no assurance with respect to any material nonpublic information of
which the officer , was unaware, or with respect to any material nonpublic information acquired by the officer or director, as applicable, or us after the applicable
date of the representation.
Once executed, transactions under the Rubenstein Rule 10b5-1 Plan will be disclosed publicly through Form 4 and/or Form 144 filings with the Securities
and Exchange Commission in accordance with applicable securities laws, rules, and regulations. Except as may be required by law, we do not undertake any
obligation to update or report any modification, termination, or other activity under current or future Rule 10b5-1 plans that may be adopted by Mr. Rubenstein or
our other officers or directors.
ITEM 9C. DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS
None.
48

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PART III
ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE
The information required by this Item is incorporated herein by reference to the definitive Proxy Statement to be filed with the SEC pursuant to Regulation
14A of the Exchange Act within 120 days after the end of the fiscal year ended December 31, 2024 in connection with our 2025 Annual Meeting of Stockholders.
ITEM 11. EXECUTIVE COMPENSATION
The information required by this Item is included in our definitive Proxy Statement (see Item 10 above), and is incorporated herein by reference.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS
The information required by this Item is included in our definitive Proxy Statement (see Item 10 above), and is incorporated herein by reference.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE
The information required by this Item is included in our definitive Proxy Statement (see Item 10 above), and is incorporated herein by reference.
ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES
Our independent registered accounting firm is KPMG LLP, Chicago, IL, Auditor Firm ID: 185.
The information required by this Item is included in our definitive Proxy Statement (see Item 10 above), and is incorporated herein by reference.
49

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PART IV
ITEM 15. EXHIBIT AND FINANCIAL STATEMENT SCHEDULES
(a) Financial Statements and Financial Statement Schedules
(1)    Financial Statements are listed in the Index to Financial Statements on page F-1 of this Annual Report on Form 10-K.
(2)    Other schedules are omitted because they are not applicable, not required, or because required information is included in the consolidated financial
statements or notes thereto.
(b) Exhibits
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).
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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).
51

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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 *
Insider 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)
*    Filed herewith.
**    Indicates management contract or compensation plan or agreement.
+    Certain information has been excluded from this exhibit because it is not material and would likely cause competitive harm to the registrant if publicly disclosed.
ITEM 16. FORM 10-K SUMMARY
None.
52

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SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf
by the undersigned, thereunto duly authorized.
ACCEL ENTERTAINMENT, INC.
Date: March 3, 2025
By:
/s/ Christie Kozlik
Christie Kozlik
Chief Accounting Officer
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POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below hereby constitutes and appoints Andrew Rubenstein,
Mathew Ellis and Christie Kozlik and each of them, as his or her true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for
him or her and in his or her name, place, and stead, in any and all capacities, to sign any and all amendments to this Annual Report on Form 10-K, and to file the
same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorney-in-fact
and agent, full power and authority to do and perform each and every act and thing required and necessary to be done in connection therewith, as fully to all intents
and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agent, or his or her substitute or
substitutes, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant
and in the capacities and on the dates indicated.
Signature
Title
Date
/s/ Andrew Rubenstein
Chief Executive Officer, President and Director
March 3, 2025
Andrew Rubenstein
(Principal Executive Officer)
/s/ Mathew Ellis
Chief Financial Officer
March 3, 2025
Mathew Ellis
(Principal Financial Officer)
/s/ Christie Kozlik
Chief Accounting Officer
March 3, 2025
Christie Kozlik
(Principal Accounting Officer)
/s/ Derek Harmer
General Counsel, Chief Compliance Officer and Secretary
March 3, 2025
Derek Harmer
/s/ Karl Peterson
Chairman of the Board and Director
March 3, 2025
Karl Peterson
/s/ Gordon Rubenstein
Director
March 3, 2025
Gordon Rubenstein
/s/ Kathleen Philips
Director
March 3, 2025
Kathleen Philips
/s/ David W. Ruttenberg
Director
March 3, 2025
David W. Ruttenberg
/s/ Eden Godsoe
Director
March 3, 2025
Eden Godsoe
/s/ Kenneth B. Rotman
Director
March 3, 2025
Kenneth B. Rotman
/s/ Dee Robinson
Director
March 3, 2025
Dee Robinson
54

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INDEX TO FINANCIAL STATEMENTS
ACCEL ENTERTAINMENT, INC.
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
F-1

Table of Contents
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Stockholders and Board of Directors
Accel Entertainment, Inc.:
Opinion on the Consolidated Financial Statements and Internal Control Over Financial Reporting
We have audited the accompanying consolidated balance sheets of Accel Entertainment, Inc. and subsidiaries (the Company) as of December 31, 2024 and 2023,
the related consolidated statements of operations and comprehensive income, temporary equity and stockholders’ equity, and cash flows for each of the years in the
three-year period ended December 31, 2024, and the related notes (collectively, the consolidated financial statements). We also have audited the Company’s
internal control over financial reporting as of December 31, 2024 based on criteria established in Internal Control – Integrated Framework (2013) issued by the
Committee of Sponsoring Organizations of the Treadway Commission.
In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of the Company as of December
31, 2024 and 2023, and the results of its operations and its cash flows for each of the years in the three-year period ended December 31, 2024, in conformity with
U.S. generally accepted accounting principles. Also in our opinion, the Company maintained, in all material respects, effective internal control over financial
reporting as of December 31, 2024 based on criteria established in Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring
Organizations of the Treadway Commission.
The Company acquired Toucan Gaming, LLC and LSM Gaming, LLC ("Toucan Gaming") and Fairmount Holdings, Inc. ("Fairmount") during 2024, and
management excluded from its assessment of the effectiveness of the Company’s internal control over financial reporting as of December 31, 2024, Toucan
Gaming and Fairmount’s internal control over financial reporting individually associated with total assets of less than 4% and total revenues of less than 0.5%
included in the consolidated financial statements of the Company as of and for the year ended December 31, 2024. Our audit of internal control over financial
reporting of the Company also excluded an evaluation of the internal control over financial reporting of Toucan Gaming and Fairmount.
Basis for Opinion
The Company’s management is responsible for these consolidated financial statements, for maintaining effective internal control over financial reporting, and for
its assessment of the effectiveness of internal control over financial reporting, included in the accompanying Management's Report on Internal Control Over
Financial Reporting. Our responsibility is to express an opinion on the Company’s consolidated financial statements and an opinion on the Company’s internal
control over financial reporting based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United
States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and
regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audits to obtain reasonable
assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud, and whether effective internal
control over financial reporting was maintained in all material respects.
Our audits of the consolidated financial statements included performing procedures to assess the risks of material misstatement of the consolidated financial
statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence
regarding the amounts and disclosures in the consolidated financial statements. Our audits also included evaluating the accounting principles used and significant
estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. Our audit of internal control over financial
reporting included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and testing and
evaluating the design and operating effectiveness of internal control based on the assessed risk. Our audits also included performing such other procedures as we
considered necessary in the circumstances. We believe that our audits provide a reasonable basis for our opinions.
F-2

Table of Contents
Definition and Limitations of Internal Control Over Financial Reporting
A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the
preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial
reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the
transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of
financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in
accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of
unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of
effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with
the policies or procedures may deteriorate.
Critical Audit Matter
The critical audit matter communicated below is a matter arising from the current period audit of the consolidated financial statements that was communicated or
required to be communicated to the audit committee and that: (1) relates to accounts or disclosures that are material to the consolidated financial statements and (2)
involved our especially challenging, subjective, or complex judgments. The communication of a critical audit matter does not alter in any way our opinion on the
consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical
audit matter or on the accounts or disclosures to which it relates.
Sufficiency of audit evidence over cash
As discussed in Note 2 to the consolidated financial statements, cash and cash equivalents include amounts in bank deposit accounts, term bank deposit accounts,
gaming terminals, automated teller machines, redemption terminals, and the Company’s vaults. The Company has $281.3 million in cash and cash equivalents as
of December 31, 2024.
We identified the evaluation of the sufficiency of audit evidence obtained over certain components of cash and cash equivalents, including cash in gaming
terminals, redemption terminals, and the Company’s vaults (collectively, “Field Cash”) as a critical audit matter. Evaluating the sufficiency of audit evidence
obtained related to Field Cash required especially subjective auditor judgment due to the dispersed nature of Field Cash across numerous physical locations and
geographies. This included determining the physical locations and geographies over which procedures were performed and evaluating the nature and extent of
evidence obtained.
The following are the primary procedures we performed to address this critical audit matter. We applied auditor judgment to determine the nature and extent of
procedures to be performed over Field Cash, including determining the geographies and physical locations over which procedures were performed. We evaluated
the design and tested the operating effectiveness of certain internal controls related to the cash and cash equivalents process, including controls over Field Cash
related to reconciliations and cash counting. To assess the cash balances for a selection of vaults, and a sample of gaming and redemption terminals, we performed
physical counts of cash. We evaluated the sufficiency of audit evidence obtained by assessing the results of procedures performed, including the appropriateness of
the nature and extent of such evidence over Field Cash.
/s/ KPMG LLP
We have served as the Company’s auditor since 2019.
Chicago, Illinois
March 3, 2025
F-3

Table of Contents
ACCEL ENTERTAINMENT, INC.
CONSOLIDATED STATEMENTS OF OPERATIONS and COMPREHENSIVE INCOME
(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 
The accompanying notes are an integral part of these consolidated financial statements
F-4

Table of Contents
ACCEL ENTERTAINMENT, INC.
CONSOLIDATED BALANCE SHEETS
(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 
Route and customer acquisition costs payable, less current portion
7,160 
4,955 
Consideration payable, less current portion
14,596 
4,201 
Contingent earnout share liability
33,103 
31,827 
Other long-term liabilities
7,571 
7,015 
Deferred income tax liability, net
47,372 
42,750 
Total long-term liabilities
670,738 
604,839 
Temporary equity - Redeemable noncontrolling interest
4,278 
— 
Stockholders’ equity:
Preferred Stock, par value of $0.0001; 1,000,000 shares authorized; 0 shares issued and outstanding at
December 31, 2024 and December 31, 2023
— 
— 
Class A-1 Common Stock, par value $0.0001; 250,000,000 shares authorized; 95,865,026 shares issued
and 85,670,255 shares outstanding at December 31, 2024; 95,016,960 shares issued and 84,123,385
shares outstanding at December 31, 2023
8 
8 
Additional paid-in capital
221,625 
203,046 
Treasury stock, at cost
(105,485)
(112,070)
Accumulated other comprehensive income
4,145 
7,936 
Accumulated earnings
134,736 
99,484 
Total stockholders' equity
255,029 
198,404 
Total liabilities, temporary equity, and stockholders' equity
$
1,048,398 
$
912,893 
The accompanying notes are an integral part of these consolidated financial statements

F-5

Table of Contents
ACCEL ENTERTAINMENT, INC.
CONSOLIDATED STATEMENTS OF TEMPORARY EQUITY AND STOCKHOLDERS’ EQUITY
(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
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 
Refer to Footnote 2
The accompanying notes are an integral part of these consolidated financial statements
(1)
(1) 
F-6

Table of Contents
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 
Investment in equity interest
(5,000)
— 
— 
Proceeds from the settlement of convertible notes
— 
32,065 
— 
Advances against a portion of the purchase price on pending business acquisition
— 
(4,600)
— 
Business and asset acquisitions, net of cash acquired
(53,592)
(7,195)
(144,028)
Net cash used in investing activities
(124,151)
(59,793)
(189,263)
Cash flows from financing activities:
Proceeds from debt
175,000 
169,000 
240,000 
Payments on debt
(123,000)
(169,000)
(44,625)
Payments for debt issuance costs
— 
(300)
— 
Payments for repurchase of common shares
(25,495)
(30,072)
(79,002)
Payments on interest rate caplets
(985)
(965)
(873)
Proceeds from exercise of stock-based awards
289 
375 
366 
Payments on consideration payable
(588)
(3,178)
(9,197)
Payments on finance lease obligation
(221)
(17)
— 
Tax withholding on stock-based payments
(2,349)
(1,082)
(78)
Net cash provided by (used in) financing activities
$
22,651 
$
(35,239)
$
106,591 
Net increase in cash and cash equivalents
19,694 
37,498 
25,327 
Cash and cash equivalents:
Beginning of year
261,611 
224,113 
198,786 
End of year
$
281,305 
$
261,611 
$
224,113 
F-7

Table of Contents
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 
The accompanying notes are an integral part of these consolidated financial statements
F-8

Table of Contents
Accel Entertainment, Inc. and Subsidiaries
Notes to Consolidated Financial Statements
Note 1. Description of Business
Accel Entertainment, Inc. (and together with its subsidiaries, the “Company” or “Accel”) is a leading distributed gaming and local entertainment operator in
the United States (“U.S.”). The Company has operations in Illinois, Montana, Nevada, Nebraska, Georgia, Iowa, Louisiana, and Pennsylvania. The Company is
subject to the various gaming regulations in the states in which it operates, as well as various other federal, state and local laws and regulations.
The Company’s business primarily consists of the installation, maintenance, operation and servicing of gaming terminals and related equipment, redemption
devices that disburse winnings and contain automated teller machine (“ATM”) functionality, and amusement devices in authorized non-casino locations such as
restaurants, bars, taverns, convenience stores, liquor stores, truck stops, and grocery stores. The Company also operates stand-alone ATMs in gaming and non-
gaming locations.
Note 2. Summary of Significant Accounting Policies
Basis of presentation and preparation: The consolidated financial statements and accompanying notes were prepared in conformity with U.S. generally accepted
accounting principles (“GAAP”) and the rules and regulations of the Securities and Exchange Commission (“SEC”). The consolidated financial statements include
the accounts of the Company and of its wholly owned subsidiaries. All significant intercompany balances and transactions have been eliminated in consolidation.
Certain prior period amounts have been reclassified to conform to the current period presentation.
In November 2024, the Company acquired 85% of the ownership interests in both Toucan Gaming, LLC and LSM Gaming, LLC (herein referred to as “Toucan
Gaming”), two Louisiana-based operators and owners of multiple licensed video poker establishments. Concurrent with the acquisition, the Company entered into
a redemption agreement with the noncontrolling interest holder in the form of put and call options that would allow the Company to eventually own 100% of
Toucan Gaming. The noncontrolling interest holder may exercise its put option after seven years, or the occurrence of a change in control event at the Company.
The Company may exercise its call option after ten years or upon termination of key employees of Toucan Gaming for cause. The redemption provisions are not
currently considered probable. As these redemption features are not solely within the Company’s control, they cause the noncontrolling interests to be redeemable.
As a result, the Company recorded the redeemable noncontrolling interest at its acquisition date fair value to temporary equity based on the proportionate share in
net assets of Toucan Gaming, which is reported in the mezzanine section between total liabilities and shareholders’ equity in the consolidated balance sheets. These
redeemable noncontrolling interests are subsequently recorded at carrying value, which is adjusted for the noncontrolling interests’ share of net income or loss. If
the redemption criteria become probable, the redeemable noncontrolling interests are recorded at the greater of carrying value, which is adjusted for the
noncontrolling interests’ share of net income or loss, or estimated redemption value at each reporting period. If the carrying value, after the income or loss
attribution, is below the estimated redemption value at each reporting period, the Company remeasures the redeemable noncontrolling interests to its redemption
value at which point any measurement period adjustments are recorded to equity and a corresponding adjustment to earnings per share.
Use of estimates: The preparation of consolidated financial statements requires management to make estimates and assumptions that affect (i) the reported
amounts of assets and liabilities, (ii) disclosure of contingent assets and liabilities at the date of the consolidated financial statements and (iii) the reported amounts
of revenues and expenses during the reporting period. Actual results could differ from those estimates. Estimates used by the Company include, among other
things, the useful lives for depreciable and amortizable assets, income tax provisions, the evaluation of the future realization of deferred tax assets, projected cash
flows in assessing the initial valuation of intangible assets in conjunction with business and asset acquisitions, the selection of useful lives for depreciable and
amortizable assets in conjunction with business and asset acquisitions, the valuation of level 3 investments, the valuation of contingent earnout shares and
warrants, the valuation of interest rate caplets, contingencies, and the expected term of share-based compensation awards and stock price volatility when
computing share-based compensation expense. Actual results may differ from those estimates.
F-9

Table of Contents
Accel Entertainment, Inc. and Subsidiaries
Notes to Consolidated Financial Statements — (Continued)
Cash and cash equivalents: Cash and cash equivalents include bank deposit accounts; term bank deposit accounts; cash in the Company’s gaming terminals,
ATMs, redemption terminals, and Company vaults.
The Company’s policy is to limit the amount of credit exposure to any one financial institution. The Company maintains its cash in accounts which may at times
exceed Federal Deposit Insurance Corporation insured limits. The Company has not experienced any losses in such accounts.
Accounts receivable, net: Accounts receivable, net represent amounts due from third-party locations serviced by the Company and amounts due for machines,
software and equipment sold by the Company. The carrying amount of receivables is presented on a net basis as it is reduced by a valuation allowance that reflects
management’s best estimate of the amounts that will not be collected. Management determines its allowance for doubtful accounts by regularly evaluating
individual receivables from third-party locations and considers a customer’s financial condition, credit history and current economic conditions. The Company's
allowance for doubtful accounts was $0.7 million and $0.1 million for the years ended December 31, 2024 and 2023, respectively. The Company generally does
not charge interest on past due accounts receivable.
Inventories: Inventories consist of gaming machines for sale to third-parties, raw materials, and manufacturing supplies. Inventories are stated at the lower of cost
and net realizable value. Cost is determined using the average cost method. Labor and overhead associated with the assembly of gaming machines for sales to
third-parties are capitalized and allocated to inventory. Inventories of spare parts are included in other current assets when acquired and are expensed when used to
repair equipment.
Derivative instruments: The Company may manage its exposure to certain financial risks through the use of derivative financial instruments (“derivatives”). The
Company does not use derivatives for speculative purposes. For a derivative that is designated as a cash flow hedge, changes in the fair value of the derivative are
recognized in accumulated other comprehensive income to the extent the derivative is effective at offsetting the changes in the cash flows being hedged until the
hedged item affects earnings.
Investment in convertible notes: At acquisition, an entity shall classify debt securities as trading, available-for-sale, or held-to-maturity. The Company classified
its investment in convertible notes as available for sale due to the conversion feature.
Property and equipment: Property and equipment are stated at cost or fair value at the date of acquisition. Maintenance and repairs are charged to expense as
incurred. Major additions, replacements and improvements are capitalized. Depreciation has been computed using the straight-line method over the following
estimated useful lives:
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
* Leasehold improvements are amortized over the shorter of the useful life or the lease.
Development costs directly associated with the acquisition, development and construction of a project are capitalized as a cost of the project during the periods in
which activities necessary to prepare the property for its intended use are in progress. Interest costs associated with major construction projects are capitalized as
part of the cost of the constructed assets. When no debt is incurred specifically for a project, interest is capitalized on amounts expended for the project using the
weighted-average cost of borrowing. Capitalization of interest ceases when the project (or discernible portions of the project) is substantially complete. If
F-10

Table of Contents
Accel Entertainment, Inc. and Subsidiaries
Notes to Consolidated Financial Statements — (Continued)
substantially all of the construction activities of a project are suspended, capitalization of interest will cease until such activities are resumed.
Equity method investments: In the normal course of business, the Company makes investments within companies that will allow it to expand the Company’s
core business and enter new markets. In certain instances, such investments with less than 100% ownership may be considered a variable interest entity (“VIE”).
The Company’s management assesses whether it has the power to direct activities that most significantly impact the economic performance of the entity and has
an obligation to absorb losses or the right to receive benefits from the entity. The activities that the Company believes most significantly impact the economic
performance of its VIE include the unilateral ability to approve the annual budget, to terminate key management and to approve entering into agreements with
providers, among others. If the Company determines it has an investment in a VIE, the next step is to determine whether the Company is the primary beneficiary
of the VIE, which would require the Company to consolidate the investment. Among the factors the Company’s management assesses whether it has a controlling
financial interest is the Company’s risk of loss, its investment percentage and its ability to control the operations of the investment. If the Company determines it is
not the primary beneficiary, it will account for the investment under the equity method of accounting.
The Company accounts for its investments in unconsolidated affiliates, which do not meet the controlling financial interest consolidation criteria of the
authoritative accounting guidance for VIEs, under the equity method of accounting. Under the equity method of accounting, the Company records its share of net
income or loss from equity method investments within (income) loss from unconsolidated affiliates in the consolidated statements of operations and
comprehensive income based on the most recently available financials after a lag of one quarter. The Company also adjusts the carrying value of its investments in
unconsolidated affiliates based on its share of net income or loss from equity method investments.
On June 17, 2024, the Company invested $5.0 million in HBC Gaming LLC (“HBC”), in exchange for a 5% equity interest. HBC is a local entertainment
company based in Hampton, New Hampshire that specializes in providing a variety of gaming services to its customers. The Company assessed its investment and
determined it is an investment in a VIE, but determined it is not the primary beneficiary and does not consolidate HBC. The Company’s maximum risk of loss is
equal to its initial $5.0 million investment. As such, the Company’s 5% investment in HBC qualifies for equity method accounting. The Company recorded its
initial investment of $5.0 million within other assets on the consolidated balance sheets. The Company also has obligations to fund additional equity investments
in the event certain construction and development milestones are met in an amount up to 10% ownership of HBC, on an undiluted basis, at an additional cost of up
to $6.5 million.
The Company recorded a loss from unconsolidated affiliates of less than $0.1 million for the year ended December 31, 2024.
Concentration of credit risk: The Company’s operations are centralized primarily in Illinois, Montana and Nevada. Should there be favorable or unfavorable
changes to the gaming regulations in these states there may be an impact on the Company’s results of operations. The Company has high concentrations of
locations within certain municipalities in Illinois which could also impact the Company if these municipalities change their gaming laws.
Fair value of financial instruments: The Company’s financial instruments consist principally of cash, convertibles notes, accounts payable, route and customer
acquisition costs payable, contingent consideration, contingent earnout shares liability, interest rate caplets, and bank indebtedness. The carrying amount of cash,
accounts payable and short-term borrowings approximates fair value because of the short-term maturity of these instruments.
The Company estimated the fair value of its investment in convertible notes, interest rate caplets, debt, contingent consideration, contingent earnout shares liability
and warrant liability using various methods that are described in Note 12.
Revenue recognition: The Company generates revenues from the following types of services: gaming terminals, amusements and ATMs. The Company also
generates manufacturing revenue from the sales of gaming terminals and associated software. Revenue is disaggregated by type of revenue and is presented on the
face of the consolidated statements of operations and comprehensive income.
F-11

Table of Contents
Accel Entertainment, Inc. and Subsidiaries
Notes to Consolidated Financial Statements — (Continued)
Net gaming revenue is the net cash from gaming activities, which is the difference between gaming wins and losses. Net gaming revenue includes the amounts
earned by the gaming locations and is recognized at the time of gaming play. Additionally, taxes and administrative expenses due to the states in which the
Company operates are recorded as net gaming revenue. Amounts earned by the gaming locations and taxes and administrative expenses are also included in cost of
revenue.
Amusement revenue represents amounts collected from machines (e.g. dart boards, digital jukeboxes, pool tables, etc.) operated at various locations and is
recognized at the time the machine is used.
Manufacturing revenue represents the sale of gaming terminals and associated software and is recognized at the time the goods are delivered to the customer.
ATM fees and other revenue represents fees charged for the withdrawal of funds from the Company’s redemption terminals and stand-alone ATM machines and is
recognized at the time of the transaction.
The Company determined that in a gaming environment, whenever a customer’s money has been accepted by a machine, the Company has an obligation (an
implied contract) to provide the customer access to the game and honor the outcome of the game (in the case of gaming terminals). The Company determined that
when the implied contract is entered into between the Company and the customer, it satisfies the requirements of a contract under the revenue standard, as (i) the
contract is a legally enforceable contract with the customer, (ii) the arrangement identifies the rights of the parties, (iii) the contract has commercial substance, and
(iv) the cash is received upfront from the customer, so its collectability is probable. The gaming service is a single performance obligation in each implied contract
with the customer. The Company applies the portfolio approach of all wins and losses by gaming terminals daily to determine the total transaction price of the
portfolio of implied contracts. The Company recognizes revenue when the single performance obligation is satisfied, which is at the completion of each game.
Total net revenues for the years ended December 31, is disaggregated in the following table by the primary states in which the Company operates given the
geographic economic factors that affect the revenues in the states.
(in thousands)
2024
2023
2022
Total net revenues by state:
Illinois
$
906,572 
$
867,200 
$
808,652 
Montana
161,698 
154,402 
79,639 
Nevada
114,551 
117,074 
66,989 
Nebraska
25,384 
19,043 
5,217 
Louisiana 
5,445 
— 
— 
All other
17,322 
12,701 
9,300 
Total net revenues
$
1,230,972 
$
1,170,420 
$
969,797 
 Revenues for Louisiana only represents two months of operations.
Route and customer acquisition costs: The Company’s route and customer acquisition costs consist of fees paid, typically an upfront payment and future
installment payment over the life of the contract, entered into with third parties and location partners. These contracts are non-cancelable and allow the Company
to install and operate gaming terminals in the locations it serves. The route and customer acquisition costs are accounted for as intangible assets and route and
customer acquisition costs payable are recorded at the net present value of the future payments using a discount rate equal to the Company’s incremental
borrowing rate associated with its long-term debt. Route and customer acquisition costs are amortized on a straight-line basis over 18 years beginning on the date
the location goes live and amortized over the life of the contract, which includes expected renewals. The Company records the accretion of interest on route and
customer acquisitions costs payable in the consolidated statements of operations and comprehensive income as a component of interest expense. For locations that
close prior to the end of the contractual term, the Company writes-off the net book value of the route and customer acquisition cost and route and customer
(1)
(1)
F-12

Table of Contents
Accel Entertainment, Inc. and Subsidiaries
Notes to Consolidated Financial Statements — (Continued)
acquisition cost payable and records a gain or loss in the consolidated statements of operations and comprehensive income as a component of other expenses, net.
Additionally, most of the route acquisition contracts allow the Company to clawback some upfront and installment payments over the initial years of a contract if
the location is unable to secure the appropriate licensing or it goes out of business prior to the end of the contract term. In the instances where a claw-back or
recovery is triggered and the Company assesses it as probable of being recovered, a receivable will be recorded. Upfront payments with a claw-back prior to a
location going live are capitalized and will not begin amortization until the respective location commences operations. The Company’s route and customer
acquisition costs also consists of prepaid commission costs to the Company's internal sales employees. The commissions paid to internal sales employees are
subsequently expensed once the respective gaming location goes live and the commission is earned by the employee.
Business acquisitions: The Company evaluates the inputs, processes and outputs of each business acquisition to determine if the transaction is a business
combination or asset acquisition. If an acquisition qualifies as a business combination, the related transaction costs are recorded as an expense in the consolidated
statements of operations and comprehensive income. If an acquisition qualifies as an asset acquisition, the related transaction costs are generally capitalized and
amortized over the useful life of the acquired assets. The Company accounts for acquisitions that meet the definition of a business combination using the
acquisition method of accounting. Acquired tangible personal property such as gaming equipment and buildings are generally measured at fair value using a cost
approach which measures the fair value based on the cost to reproduce or replace the asset, while land is valued using a market approach which looks at the values
of similar properties. Location contract intangibles, which primarily represent the acquisition-date fair value of the preexisting relationships between the acquired
company, gaming locations, and other third parties, are generally measured at fair value using an income approach which measures the fair value based on the
estimated future cash flows using certain projected financial information such as revenue projections, cost of revenue margins and other assumptions such as
discount rates. Operating licenses that the acquired company holds to operate in its applicable gaming jurisdiction, are valued using an income approach which
measures the fair value based on the estimated future cash flows using certain projected financial information such as revenue projections, cost of revenue margins
and other assumptions, such as discount rates. Any contingent consideration is measured at its fair value on the acquisition date, recorded as a liability, and
accreted over its payment term in the Company’s consolidated statements of operations and comprehensive income as other expenses, net.
Location contracts acquired: Location contracts acquired are accounted for as intangible assets and consist of expected cash flows to be generated from location
contracts acquired through business and asset acquisitions. Location contracts acquired are amortized on a straight-line basis over the expected useful life of
primarily 15 years. Location contracts are tested for impairment when triggering events occur. If a triggering event were to occur, the Company compares the
carrying amount of the location contracts to future undiscounted cash flows. If the value of future undiscounted cash flows is less than the carrying amount of an
asset group, an impairment loss is recorded based on the excess of the carrying amount over the fair value of the asset group.
Goodwill: Goodwill represents the difference between the purchase price and the fair value of the identifiable tangible and intangible net assets acquired when
accounted for using the acquisition method of accounting. Goodwill is reviewed for impairment annually, as of October 1st, and whenever events or changes in
circumstances indicate that the carrying value of the goodwill may not be recoverable. When performing the annual goodwill impairment test, the Company
conducts a qualitative assessment to determine whether it is more likely than not that the goodwill is impaired. Under the qualitative assessment, the Company
considers both positive and negative factors, including macroeconomic conditions, industry events, financial performance, and makes a determination of whether it
is more likely than not that the fair value of the goodwill is less than its carrying amount. If, after assessing the qualitative factors, the Company determines it is
more likely than not the goodwill is impaired, it then performs a quantitative test. When performing the quantitative test, the Company compares the fair value of
the reporting unit to its carrying value. If the carrying value of the net assets assigned to the reporting unit exceeds the fair value of the reporting unit, the
Company would record an impairment loss equal to the difference.
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Table of Contents
Accel Entertainment, Inc. and Subsidiaries
Notes to Consolidated Financial Statements — (Continued)
Consideration payable: Consideration payable consists of amounts payable related to certain business acquisitions as well as contingent consideration for future
location performance related to certain business acquisitions (see Note 10). Consideration payable, exclusive of contingent consideration, is discounted using the
Company’s incremental borrowing rate associated with its outstanding debt. The contingent consideration is measured at fair value on a recurring basis. The
changes in the fair value of contingent consideration are recognized within the Company’s consolidated statements of operations and comprehensive income as
other expenses, net. The Company presents on its consolidated statement of cash flows, payments for consideration payable within 90-days in investing activities,
payments after 90-days and up to the acquisition date fair value in financing activities, and payments in excess of the acquisition date fair value in operating
activities.
Impairment of long-lived assets: Long-lived assets, which includes property and equipment, net and other assets, are reviewed for impairment whenever events
or changes in circumstances indicate that the carrying amount of the asset or asset group may not be recoverable. Impairment of the assets is measured by a
comparison of the carrying amount of the asset to future undiscounted cash flows expected to be generated by the asset. If the carrying amount of an asset exceeds
its estimated future cash flows, an impairment charge is recognized by the amount of which the carrying amount of the asset exceeds the fair value of the asset.
Contingent earnout shares liability: The Company's Class A-2 common stock is classified as a contingent earnout share liability due to the fact that the
conversion of the Company's Class A-2 common stock would be accelerated on a change of control regardless of the transaction value. The liability is stated at fair
value and any change in the fair value is recognized as a gain or loss in the Company’s consolidated statements of operations and comprehensive income.
Leases: The Company determines if an arrangement is a lease at inception and categorizes it as either an operating or finance lease. An arrangement contains a
lease when the arrangement conveys the right to control the use of an identified asset over the lease term. Lease liabilities are recognized based on the present
value of the future minimum lease payments over the lease term at the commencement date. As most of the Company's leases do not provide an implicit interest
rate, the Company utilizes its incremental borrowing rate based on the information available at the commencement date in determining the present value of lease
payments. The incremental borrowing rate is the rate of interest that the Company would have to pay to borrow on a fully collateralized basis over a similar term
in an amount equal to the total lease payments in a similar economic environment. Right-of-use (“ROU”) assets are recognized at the lease commencement date of
the lease based on the amount of the initial measurement of the lease liability, adjusted for any lease payments made prior to commencement and exclude lease
incentives and initial direct costs incurred, if applicable. The lease terms include all non-cancelable periods and may include options to extend or terminate the
lease when it is reasonably certain that we will exercise that option. Lease expense for operating leases is recognized on a straight-line basis over the lease term.
Lease expense for finance leases is recognized within depreciation and amortization expense for the reduction of the ROU asset and interest expense on the
accretion of the lease liability. We do not recognize a ROU asset and lease liability for leases with a duration of less than 12 months. The Company separates lease
and non-lease components for our lease contracts.
ROU assets are included in other assets on the consolidated balance sheets. Short-term lease liabilities are included in accounts payable and other accrued
expenses while long-term lease liabilities are included in other long-term liabilities.
Stock-based compensation: The Company grants restricted stock units (“RSUs”), performance-based stocked units (“PSUs”) and common stock options to
certain employees and officers. Stock-based compensation expense is measured at the grant date, based on the estimated fair value of the award, and is recognized
in general and administrative expense over the requisite service period. All stock-based awards are classified as equity awards.
Income taxes: The Company is organized as a C-corporation and files income tax returns at the federal and state level. Deferred taxes are provided on a liability
method whereby deferred tax assets are recognized for deductible temporary differences and net operating loss and tax credit carryforwards, and deferred tax
liabilities are recognized for taxable temporary differences. Temporary differences are the differences between the book basis of assets and liabilities and their tax
bases. Deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it is more likely than not that some portion, or all of
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Table of Contents
Accel Entertainment, Inc. and Subsidiaries
Notes to Consolidated Financial Statements — (Continued)
the deferred tax asset, will not be realized. Deferred tax assets and liabilities are adjusted for the effects of changes in the tax laws and rates as of the date of
enactment.
The consolidated financial statements may reflect expected future tax consequences of uncertain tax positions presuming the taxing authorities’ full knowledge of
the position and all relevant facts. When and if applicable, potential interest and penalty costs are accrued as incurred and recognized in general and administrative
expenses in the consolidated statements of operations and comprehensive income.
Earnings per common share: The Company computes basic earnings per common share (“EPS”) by dividing net income by the weighted average number of
common shares outstanding for the applicable period. Diluted EPS is computed based on the weighted average number of common shares plus the effect of
dilutive potential common shares outstanding during the period using the treasury stock method, unless the effect of such increase would be anti-dilutive. Under
the treasury stock method, the amount the employee must pay for exercising stock options and the amount of compensation cost for future service that the
Company has not yet recognized are assumed to be used to repurchase shares. Dilutive potential common shares include outstanding stock options, unvested
RSUs, unvested PSUs, contingent earnout shares, and warrants.
Debt issuance costs: Debt issuance costs are capitalized and amortized over the contractual terms of the related loans. Debt issuance costs are presented as an
offset to the related debt on the consolidated balance sheets.
Advertising costs: Advertising costs are primarily comprised of marketing expenses, which are recorded within general and administrative expense within the
accompanying consolidated statements of operations and comprehensive income. Advertising costs were $6.3 million, $6.1 million, and $5.3 million for the years
ended December 31, 2024, 2023, and 2022, respectively.
Adopted accounting pronouncements:  In November, 2023, the FASB issued ASU 2023-07, Segment Reporting (Topic 280): Improvements to Reportable
Segment Disclosures, which requires public entities to disclose information about their reportable segments’ significant expenses regularly provided to the CODM.
The amendments in this ASU enhance interim disclosure requirements, clarify circumstances in which an entity can disclose multiple segment measures of profit
or loss, provide new segment disclosure requirements for entities with a single reportable segment, and contain other disclosure requirements. The ASU is
effective for fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024. Entities must adopt the
changes to the segment reporting guidance on a retrospective basis. See Note 15, Segment Reporting, for the Company’s disclosures on its reportable segment
which incorporates the disclosure requirements of this ASU.
Recent accounting pronouncements:
In November, 2024, the FASB issued ASU 2024-03, Income Statement - Reporting Comprehensive Income (Subtopic 220-40): Disaggregation of Income
Statement Expenses, which requires public entities to disclose information about certain costs and expenses. The amendments in this ASU improve financial
reporting by requiring additional the disclosure of information and specific expense categories in the notes to the financial statements at interim and annual
periods. The ASU is effective for fiscal years beginning after December 15, 2026, and interim periods within annual reporting periods beginning after December
15, 2027. Entities must adopt the changes either (1) prospectively to financial statements issued for reporting periods after the effective date of this Update or (2)
retrospectively to any or all prior periods presented in the financial statements. The Company is currently evaluating the potential effect that this ASU will have on
its financial statement disclosures.
In November, 2024, the FASB issued ASU 2024-04, Debt - Debt with Conversion and Other Options (Subtopic 470-20): Induced Conversion of Convertible Debt
Instruments, which requires public entities that settle convertible debt instruments for which the conversion privileges were changed to induce conversion and
enhances current guidance on induced conversions applies only to conversions that include the issuance of all equity securities issuable pursuant to the conversion
privileges provided in the terms of the debt at issuance. The ASU is effective for fiscal years beginning after December 15, 2025, and interim periods within
annual reporting periods. Entities must adopt the changes either (1) prospectively to financial statements issued for reporting
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Table of Contents
Accel Entertainment, Inc. and Subsidiaries
Notes to Consolidated Financial Statements — (Continued)
periods after the effective date of this Update or (2) retrospectively to any or all prior periods presented in the financial statements. The Company is currently
evaluating the potential effect that this ASU will have on its financial statement disclosures.
On December 14, 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures. The ASU requires disaggregated
information about a reporting entity’s effective tax rate reconciliation as well as information on income taxes paid disaggregated by jurisdiction. The new
requirements will be effective for annual periods beginning after December 15, 2024 and will be applied on a prospective basis with the option to apply the
standard retrospectively. The Company is currently evaluating the potential effect that this ASU will have on its financial statement disclosures.
Other recently issued accounting standards or pronouncements have been excluded because they are either not relevant to the Company, or are not expected to
have, or did not have, a material effect on its consolidated financial statements.
Note 3. Inventories
Inventories consists of the following as of December 31 (in thousands):
2024
2023
Raw materials and manufacturing supplies
$
6,113 
$
5,693 
Finished products
2,009 
1,988 
  Total inventories
$
8,122 
$
7,681 
At December 31, 2024 and 2023, no write down of inventory was determined to be necessary.
Note 4. Investment in Convertible Notes
In 2019, the Company purchased $30.0 million in convertible notes bearing interest at 3% per annum from Gold Rush Amusements, Inc. (“Gold Rush”),
another terminal operator in Illinois. The convertible notes each included an option to convert the notes to common stock of Gold Rush prior to the maturity date
upon written notice from the Company.
On May 31, 2023, the Company and Gold Rush entered into a settlement agreement which resolved any and all lawsuits and all outstanding obligations under
the convertible notes. As part of the settlement, the Company received $32.5 million from Gold Rush in June 2023, which included the repayment of the face value
of the convertible notes plus accrued interest as well as a $0.4 million prepayment on future amounts due. In addition, the Company has recorded a receivable from
Gold Rush of $1.5 million as of December 31, 2024, which represents the present value of the remaining $1.5 million due from Gold Rush by May 2025, and is
presented within other assets in the consolidated balance sheets. The Company also recorded a gain of $1.7 million in the second quarter of 2023, which is
included in other expenses, net on the consolidated statements of operations and comprehensive income for the year ended December 31, 2023.
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Table of Contents
Accel Entertainment, Inc. and Subsidiaries
Notes to Consolidated Financial Statements — (Continued)
Note 5. Property and Equipment, net
Property and equipment, net consists of the following as of December 31 (in thousands):
2024
2023
Gaming terminals, software and equipment
$
415,003 
$
361,662 
Amusement, ATM and other equipment
29,174 
27,182 
Office equipment and furniture
4,281 
3,385 
Computer software and equipment
23,136 
20,592 
Leasehold improvements
10,151 
8,281 
Vehicles
22,974 
19,862 
Buildings and improvements
30,105 
14,047 
Land
7,718 
2,469 
Construction in progress
4,453 
5,480 
Total property and equipment
546,995 
462,960 
Less accumulated depreciation and amortization
(238,998)
(202,147)
Total property and equipment, net
$
307,997 
$
260,813 
Depreciation and amortization of property and equipment was $44.0 million, $37.9 million and $29.3 million during the years ended December 31, 2024,
2023 and 2022, respectively.
Long-lived assets, which includes property and equipment, net and other assets, are reviewed for impairment whenever events or changes in circumstances
indicate that the carrying amount of the asset or asset group may not be recoverable. There were no indicators of impairment of long-lived assets in 2024, 2023, or
2022.
Note 6. Route and Customer Acquisition Costs
The Company enters into contracts with third parties and its gaming locations to install and operate gaming terminals. Payments are due when gaming
operations commence and then on a periodic basis for a specified period of time thereafter. Gross payments due, based on the number of live locations, are
approximately $11.2 million and $7.4 million as of December 31, 2024 and 2023, respectively. Payments are due over varying terms of the individual agreements
and are discounted at the Company’s incremental borrowing rate associated with its long-term debt at the time the contract is acquired. The net present value of
payments due is $9.4 million and $6.5 million as of December 31, 2024 and 2023, respectively, of which approximately $2.2 million and $1.5 million, included in
current liabilities in the accompanying consolidated balance sheets as of both December 31, 2024 and 2023, respectively. The route and customer acquisition cost
asset is comprised of upfront payments made on the contracts of $22.3 million and $20.0 million as of December 31, 2024 and 2023, respectively. The Company
has upfront payments of commissions paid to the third parties for the acquisition of the customer contracts that are subject to a claw back provision if the customer
cancels the contract prior to completion. The payments subject to a claw back are $1.2 million and $1.0 million as of December 31, 2024 and 2023, respectively.
F-17

Table of Contents
Accel Entertainment, Inc. and Subsidiaries
Notes to Consolidated Financial Statements — (Continued)
Route and customer acquisition costs consist of the following as of December 31 (in thousands):
2024
2023
Cost
$
39,204 
$
33,855 
Accumulated amortization
(15,946)
(14,667)
Route and customer acquisition costs, net
$
23,258 
$
19,188 
Estimated amortization expense related to route and customer acquisition costs for the next five years and thereafter is as follows (in thousands):
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 
Amortization expense of route and customer acquisition costs was $2.3 million, $1.6 million and $1.3 million for the years ended December 31, 2024, 2023
and 2022, respectively.
Note 7. Location Contracts Acquired
Location contracts acquired in business acquisitions consist of the following as of December 31 (in thousands):
2024
2023
Cost
$
330,903 
$
286,728 
Accumulated amortization
(128,285)
(110,417)
Location contracts acquired, net
$
202,618 
$
176,311 
Estimated amortization expense related to location contracts acquired for the next five years and thereafter is as follows (in thousands):
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 
Amortization expense of location contracts acquired was $17.9 million, $17.1 million and $14.8 million during the years ended December 31, 2024, 2023 and
2022, respectively.
Location contracts are tested for impairment when triggering events occur. There were no indicators of impairment of location contracts in December 31,
2024, 2023, or 2022.
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Table of Contents
Accel Entertainment, Inc. and Subsidiaries
Notes to Consolidated Financial Statements — (Continued)
Note 8. Goodwill and Other Intangible Assets
The Company had goodwill of $116.3 million as of December 31, 2024, of which $39.1 million is deductible for tax purposes.
The following are the Company’s acquisitions for the years ended December 31, 2024 and 2023, that resulted in the recording of goodwill. See Note 10,
Business and Asset Acquisitions, for more information on how the amount of goodwill for the respective acquisitions was calculated.
On December 2, 2024, the Company acquired Fairmount Holdings, Inc. (“Fairmount”), a racing track in Collinsville, Illinois, for a total stock consideration of
$40.5 million, of which $12.0 million was recorded as goodwill.
On On November 1, 2024, the Company completed its acquisition of Toucan Gaming, a distributed gaming operator in the state of Louisiana, for total cash
consideration of $41.6 million, of which $2.1 million was recorded as goodwill.
On September 19, 2024, the Company completed its acquisition of Lucky 7’s Beverages, LLC (“Lucky 7s”), a hospitality location in Billings, Montana, for a
total purchase price of $0.8 million, of which $0.1 million was recorded as goodwill.
On September 19, 2024, the Company completed its acquisition of 24th Street Station Casino (“24th Street Station”), a hospitality location in Billings,
Montana, for a total purchase price of $0.8 million, of which $0.1 million was recorded as goodwill.
On June 26, 2024, the Company acquired BRM Services, Inc. (“Jorgenson’s Lounge”), a hospitality location in Helena, Montana, for a total purchase price of
$1.1 million, of which $0.3 million was recorded as goodwill.
On February 13, 2023, the Company acquired Rendezvous Casino and Burger Bar (“Rendezvous”), a hospitality operation in Billings, Montana, for a total
purchase price of $2.6 million, of which $0.8 million was recorded as goodwill.
The following is a roll forward of the Company's goodwill (in thousands):
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 
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Table of Contents
Accel Entertainment, Inc. and Subsidiaries
Notes to Consolidated Financial Statements — (Continued)
The Company conducted its annual goodwill impairment test on October 1, 2024. The Company conducted a qualitative assessment to determine whether it is
more likely than not that the goodwill was impaired. Under the qualitative assessment, the Company considered both positive and negative factors, including
macroeconomic conditions, industry events, and financial performance, to make a determination of whether it is more likely than not that the fair value of the
goodwill is less than its carrying amount. In performing this assessment, the Company considered such factors as its historical performance, its growth
opportunities in existing markets; new markets and new products in determining whether the goodwill was impaired. The Company also referenced its forecasts of
revenue, operating income, and capital expenditures and concluded it is more likely than not, that the carrying value of its goodwill was not impaired as of October
1, 2024.
Other intangible assets
Other intangible assets, net consist of definite-lived trade names, customer relationships, software applications and indefinite-lived operating licenses. The
Company determines the fair value of trade name assets acquired in acquisitions using a relief from royalty valuation method which requires assumptions such as
projected revenue and a royalty rate. Customer relationships, software applications and trade names are amortized over their estimated 7 to 20-year useful lives.
Operating licenses were assigned an indefinite useful life based on the Company's expected use of the licenses and determined that no legal, regulatory,
contractual, competitive, economic, or other factors limit the useful life of the these operating licenses.
Other intangible assets, net consist of the following as of December 31 (in thousands):
2024
2023
Amortization
Period
Gross
Carrying
Amount
Accumulated
Amortization 
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 
Included in accumulated amortization is an impairment change of $0.8 million on the customer relationships intangible related to the surrender of the
Company’s manufacturing license in Louisiana on October 31, 2024 due to the acquisition of Toucan Gaming. The impairment charge is recorded within
Other expenses, net on consolidated statement of operations and comprehensive income.
Amortization expense of other intangible assets, net was $2.4 million, $2.4 million and $1.4 million for the years ended December 31, 2024, 2023 and 2022
respectively. The Company’s estimated annual amortization expense relating to other intangible assets over the next five years is $2.4 million.
Indefinite-lived intangibles are tested for impairment annually or when triggering events occur. There were no indicators of impairment of indefinite-lived
intangibles as of December 31, 2024.
(1)
(1)
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Table of Contents
Accel Entertainment, Inc. and Subsidiaries
Notes to Consolidated Financial Statements — (Continued)
Note 9. Debt
The Company’s debt as of December 31, consisted of the following (in thousands):
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 
Senior Secured Credit Facility
On November 13, 2019, in order to refinance its prior credit facility, for working capital and other general purposes from time to time, the Company entered
into a credit agreement (as amended, the “Credit Agreement”) as borrower, the Company and its wholly-owned domestic subsidiaries, as a guarantor, 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. The Company incurred $8.8 million of debt issuance costs related to the Senior Secured Credit Facility, which are being amortized
over the life of the Facility.
In order to provide additional financial flexibility, the Company and the other parties thereto amended the Credit Agreement on August 4, 2020 ("Amendment
No. 1") 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). Amendment No. 1 also raised the floor for the adjusted LIBOR rate to 0.50% and
the floor for the Base Rate to 1.50%. The Company incurred costs of $0.4 million associated with Amendment No.1 of the Credit Agreement, of which $0.3
million was capitalized and is being amortized over the remaining life of the Credit Agreement. The waivers of financial covenant breach were never utilized as
the Company remained in compliance with all debt covenants during these periods.
On October 22, 2021, in order to increase the borrowing capacity under the Credit Agreement, the Company 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
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Table of Contents
Accel Entertainment, Inc. and Subsidiaries
Notes to Consolidated Financial Statements — (Continued)
•
an increase in the amount of the revolving credit facility from $100.0 million to $150.0 million,
•
$350.0 million initial term loan facility, the proceeds of which were applied to refinancing existing indebtedness and
•
$400.0 million delayed draw term (“DDTL”) loan facility.
The maturity date of the Credit Agreement was extended to October 22, 2026. The interest rate and covenants remain unchanged. The Company incurred
$4.3 million in debt issuance costs associated with Amendment No. 2. The debt issuance costs are presented as a non-cash item on the consolidated statements of
cash flows (less the portion impacting net income which are presented within operating activities) as they were financed with borrowings under the term loan.
On June 7, 2023, in order to replace the referenced LIBOR interest rate in the Company’s Credit Agreement with SOFR, the Company and the other parties
thereto entered into Amendment No. 3 to the Credit Agreement (“Amendment No. 3”). Under Amendment No. 3, borrowings under the Credit Agreement
beginning on June 14, 2023 will bear interest, at the Company’s option, at a rate per annum equal to either (a) the Adjusted Term SOFR (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
administrative 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 SOFR 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 or (iii) SOFR for a 1-
month interest period on such day plus 1.0%. As of December 31, 2024, the weighted-average interest rate was approximately 7.4%.
On August 23, 2023, in order to extend the termination date to draw on the DDTL under the Credit Agreement to October 22, 2024, the Company and the
other parties thereto entered into Amendment No. 4 to the Credit Agreement (“Amendment No. 4”). The other terms of the Credit Agreement remained unchanged.
The Company incurred $0.3 million in debt issuance costs related to Amendment No. 4, which are being amortized over the remaining life of the credit facility.
During October 2024, the Company borrowed an additional $119.0 million on the DDTL under the Credit Agreement of which $77.5 million was used to pay
down the revolving credit facility, $35.0 million was used for a business acquisition and the remaining $6.5 million was used for general business operations. The
Company’s ability to borrow on the DDTL ended on October 22, 2024.
The obligations under the Credit Agreement are guaranteed by the Company and its wholly-owned domestic subsidiaries (collectively, the “Guarantors”),
subject to certain exceptions. 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 of the Company will also be required to guarantee the Credit Agreement and
grant a security interest in substantially all of their assets, subject to certain exceptions, to secure the obligations under the Credit Agreement.
Interest is payable quarterly in arrears for ABR loans, at the end of the applicable interest period for SOFR loans (but not less frequently than quarterly) and
upon the prepayment or maturity of the underlying loans. The Company is 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 SOFR and ABR margins and the commitment fee rate are calculated based upon the first lien net leverage ratio of the Company and its
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) SOFR (50 bps floor) plus a margin up to 2.75%, at the option of the Company.
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, the Company may be required to apply the net cash proceeds thereof
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Table of Contents
Accel Entertainment, Inc. and Subsidiaries
Notes to Consolidated Financial Statements — (Continued)
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 SOFR “breakage” costs.
The Credit Agreement contains certain customary affirmative and negative covenants and events of default and requires the Company and certain of its
affiliates obligated under the Credit Agreement to make customary representations and warranties in connection with credit extensions thereunder.
In addition, the Credit Agreement requires the Company 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 of the Company 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.
The principal maturities of total debt are as follows (in thousands):
Year ending December 31:
2025
$
34,443 
2026
$
564,008 
Total Debt
$
598,451 
As previously mentioned in Note 2, the Company recorded temporary equity associated with a redeemable noncontrolling interest at its carrying value. If
certain criteria are met, the non-controlling interest would be revalued to its estimated redemption value. The Company has excluded any amounts associate with
this noncontrolling interest from the table above as the Company is uncertain as to the timing and the ultimate amount of the potential payment it may be required
to make.
The fair value of the Company’s debt as of December 31, 2024 and 2023, was estimated using a discounted cash flow model, which forecasts future interest
and principal payments. The forecasted cash flows were discounted back to present value using the term-matched risk-free rate plus an option adjusted spread to
account for credit risk. The option adjusted spread was calculated as of the debt's issuance date and then adjusted to the valuation date. The inputs used to
determine the fair value were classified as Level 2 in the fair value hierarchy as defined in Note 12.
The carrying value and estimated fair value the Company's debt as of December 31, was as follows (in thousands):
2024
2023
Carrying value
$
598,451 
547,434 
Estimated fair value
$
594,955 
$
543,724 
Interest rate caplets
The Company manages its exposure to some of its interest rate risk through the use of interest rate caplets, which are derivatives. On January 12, 2022, the
Company hedged the variability of the cash flows attributable to the changes in the 1-month LIBOR/SOFR 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
the Company if interest rates exceed 2% of 1-month LIBOR/SOFR. The maturing dates of these caplets coincide with the timing of the Company's interest
payments and each caplet is expected to be highly effective at offsetting changes in interest payment cash flows. The aggregate
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Table of Contents
Accel Entertainment, Inc. and Subsidiaries
Notes to Consolidated Financial Statements — (Continued)
premium for these caplets was $3.9 million, which was the initial fair value of the caplets recorded in the Company's financial statements, and was financed as
additional debt.
The Company recognized an unrealized loss on the change in fair value of the interest rate caplets of $3.8 million and $4.3 million, net of income taxes, for
the years ended December 31, 2024, and 2023. For more information on how the Company determines the fair value of the caplets, see Note 12. Further, as the 1-
month LIBOR/SOFR interest rate began to exceed 2% starting in second half of 2022, the Company recognized interest income on the caplets of $9.8 million and
$9.2 million for the years ended December 31, 2024 and 2023, respectively, which is reflected in interest expense, net in the consolidated statements of operations
and other comprehensive income.
Note 10. Business and Asset Acquisitions
2024 Business Acquisitions
Randy’s
On December 23, 2024, the Company completed its acquisition of certain assets of Randy’s Vending (“Randy’s”), an Illinois based operator, for a total
consideration transferred of $0.3 million, which included i) $0.1 million in cash at closing and ii) contingent purchase consideration with an estimated fair value of
$0.2 million. The acquisition was accounted for as an asset acquisition in accordance with Topic 805. The purchase price was allocated to the following assets: i)
amusement equipment totaling less than $0.1 million, and ii) location contracts totaling $0.2 million The results of operations for Randy’s are included in the
consolidated financial statements of of the Company from the date of acquisition and were not material.
Fairmount
On December 2, 2024, the Company completed its acquisition of Fairmount Holdings, Inc. (“Fairmount”), the owner of the FanDuel Sportsbook & Racetrack
in Collinsville, Illinois, for total stock consideration of approximately $40.5 million. Consideration transferred was approximately 3.5 million shares of the
Company’s Class A-1 common stock and the value was based on a prior twenty-day trailing weighted average close price. The acquisition was accounted for as a
business combination in accordance with Topic 805. The purchase price has been preliminarily allocated to the tangible assets and identifiable intangible assets
acquired and liabilities assumed based upon their estimated fair values. The areas of the purchase price allocation that are not yet finalized are primarily related to
the final adjustments to working capital. The excess of the purchase price over the tangible and intangible assets acquired and liabilities assumed of $12.0 million
has been recorded as goodwill. The Fairmount acquisition resulted in recorded goodwill as a result of a higher consideration paid driven by the maturity of
Fairmount’s operations, industry and workforce. While management has integrated certain operations of Fairmount into its existing business structure, Fairmount
is its own operating segment, casino and racing.
The following table summarizes the fair value of consideration transferred and the fair values of the assets acquired and liabilities assumed at the date of
acquisition (in thousands):
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Table of Contents
Accel Entertainment, Inc. and Subsidiaries
Notes to Consolidated Financial Statements — (Continued)
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 
The Company incurred $1.8 million in acquisition related costs that are included in other expenses, net within the consolidated statements of operations and
comprehensive income for the year ended December 31, 2024.
The results of operations for Fairmount are included in the consolidated financial statements of the Company from the date of acquisition. Fairmount's
acquired assets generated revenues and net income of $1.4 million and less than $0.1 million for the year ended December 31, 2024. The unaudited pro forma
revenue and net income of Fairmount, as if this acquisition had occurred as of the beginning of the fiscal year prior to the fiscal year of acquisition, is not material
to the consolidated results of the Company for the years ended December 31, 2024 and 2023.
Bayou
On November 21, 2024, the Company completed its acquisition of Bayou Gaming, Inc. (“Bayou”), a Louisiana based operator and owner of multiple licensed
video poker establishments, for a total purchase price of $0.5 million, which the Company paid in cash at closing. The acquisition was accounted for as an asset
acquisition in accordance with Topic 805. The purchase price was allocated to the following assets: i) gaming and amusement equipment totaling $0.1 million, and
ii) location contracts totaling $0.4 million. The results of operations for Bayou are included in the consolidated financial statements of the Company from the date
of acquisition and were not material.
Pelican
On November 21, 2024, the Company completed its acquisition of Pelican State Gaming, Inc. (“Pelican”), a Louisiana based operator and owner of multiple
licensed video poker establishments, for a total consideration of $1.8 million, which included i) $1.5 million paid in cash at closing and ii) contingent purchase
consideration with an estimated fair value of $0.3 million. The acquisition was accounted for as an asset acquisition in accordance with Topic 805. The purchase
price was allocated to the following assets: i) gaming and amusement assets totaling $0.3 million, and ii) location contracts totaling $1.5 million. The results of
operations for Pelican are included in the consolidated financial statements of the Company from the date of acquisition and were not material.
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Table of Contents
Accel Entertainment, Inc. and Subsidiaries
Notes to Consolidated Financial Statements — (Continued)
Xtreme
On November 1, 2024, the Company completed its acquisition of certain assets of Xtreme ATM of Louisiana LLC, (“Xtreme”) for a total purchase price of
$1.5 million, which the Company paid in cash at closing. The acquisition was accounted for as an asset acquisition in accordance with Topic 805. The purchase
price was allocated to the following assets: i) location contract assets totaling $1.4 million, and ii) redemption equipment totaling less than $0.1 million. The
results of operations for Xtreme are included in the consolidated financial statements of the Company from the date of acquisition and were not material.
Toucan Gaming
On November 1, 2024, the Company completed its acquisition of 85% ownership of Toucan Gaming for a total cash consideration of $41.6 million, of which
$38.3 million was paid in cash (of which $4.6 million was paid in the prior year as an advance on the purchase price) and the remaining $3.3 million was recorded
as consideration payable. The acquisition was accounted for as a business combination in accordance with Topic 805. The purchase price has been preliminarily
allocated to the tangible assets and identifiable intangible assets acquired and liabilities assumed based upon their estimated fair values. The areas of the purchase
price allocation that are not yet finalized are primarily related to the final adjustments to working capital. The excess of the purchase price over the tangible and
intangible assets acquired and liabilities assumed of $2.1 million has been recorded as goodwill. The Toucan Gaming acquisition resulted in recorded goodwill as a
result of a higher consideration paid driven by the maturity and quality of Toucan Gaming’s operations, industry and workforce. Management integrated Toucan
Gaming into its existing business structure, which is comprised of a single reporting unit.
The following table summarizes the fair value of consideration transferred and the fair values of the assets acquired and liabilities assumed at the date of
acquisition (in thousands):
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 
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Table of Contents
Accel Entertainment, Inc. and Subsidiaries
Notes to Consolidated Financial Statements — (Continued)
The Company incurred $0.3 million in acquisition related costs that are included in other expenses, net within the consolidated statements of operations and
comprehensive income for the year ended December 31, 2024.
The results of operations for Toucan Gaming are included in the consolidated financial statements of the Company from the date of acquisition. Toucan
Gaming's acquired assets generated revenues and net income of $5.4 million and $0.3 million for the year ended December 31, 2024. The unaudited pro forma
revenue and net income of Toucan Gaming, as if this acquisition had occurred as of the beginning of the fiscal year prior to the fiscal year of acquisition, is not
material to the consolidated results of the Company for the years ended December 31, 2024 and 2023.
24th Street Station
On September 19, 2024, the Company completed its acquisition of 24th Street Station, a retail establishment in Montana, for a total purchase price of
$0.8 million, which the Company paid in cash at closing. The acquisition was accounted for as a business combination in accordance with Topic 805. The purchase
price was allocated to the following assets: i) indefinite-lived intangible assets totaling $0.7  million, and ii) goodwill totaling $0.1  million. The results of
operations for the 24th Street Station are included in the consolidated financial statements of the Company from the date of acquisition and were not material.
Lucky 7s
On September 19, 2024, the Company completed its acquisition of Lucky 7s, a retail establishment in Montana, for a total purchase price of $0.8 million,
which the Company paid in cash at closing. The acquisition was accounted for as a business combination in accordance with Topic 805. The purchase price was
allocated to the following assets: i) indefinite-lived intangible assets totaling $0.7 million, and ii) goodwill totaling $0.1. The results of operations for Lucky 7s are
included in the consolidated financial statements of the Company from the date of acquisition and were not material.
Jorgenson’s Lounge
On June 26, 2024, the Company acquired Jorgenson’s Lounge, a retail establishment in Montana, for a total purchase price of $1.1  million, which the
Company paid in cash at closing. The acquisition was accounted for as a business combination in accordance with Topic 805. The purchase price was allocated to
the following assets: i) indefinite-lived intangible assets totaling $0.8 million, and ii) goodwill totaling $0.3 million. The results of operations Jorgenson’s Lounge
are included in the consolidated financial statements of the Company from the date of acquisition and were not material.
Illinois Gaming Entertainment
On May 1, 2024, the Company acquired certain assets of Illinois Gaming Entertainment LLC (“IGE”), an Illinois-based terminal operator. The Company
acquired 16 operational locations, as well as gaming equipment. The acquisition was accounted for as an asset acquisition in accordance with Topic 805. The
aggregate purchase consideration transferred totaled $13.5 million, which included i) $11.4 million in cash at closing and ii) contingent purchase consideration
with an estimated fair value of $2.1 million. The contingent purchase consideration represents three installments of $0.6 million which are due on the first, second
and third anniversary of the acquisition with $0.7 million due on the fourth anniversary of the acquisition. All payments are subject to the acquired locations still
being in operation on the respective anniversary dates. The present value of the consideration payable was $2.2 million as of September 30, 2024 and is recorded
in consideration payable on the consolidated balance sheets. The aggregate purchase consideration of $13.5  million was allocated to the following assets: i)
location contracts totaling $11.6 million, ii) gaming equipment totaling $1.6 million, and iii) redemption equipment totaling $0.3 million. The results of operations
for IGE are included in the consolidated financial statements of the Company from the date of acquisition and were not material.
Great Lakes Vending
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Table of Contents
Accel Entertainment, Inc. and Subsidiaries
Notes to Consolidated Financial Statements — (Continued)
On February 22, 2024, the Company acquired certain assets of Great Lakes Vending Corporation (“GLV”), an Illinois-based terminal operator. The Company
acquired one operational location, as well as gaming and redemption terminal equipment. The acquisition was accounted for as an asset acquisition in accordance
with Topic 805. The total purchase price was approximately $1.3 million, which the Company paid in cash at closing. The total purchase price of $1.3 million was
allocated to the following assets: i) location contracts totaling $1.2  million and ii) gaming and redemption equipment totaling $0.1  million. The results of
operations for GLV are included in the consolidated financial statements of the Company from the date of acquisition and were not material.
Doc & Eddy’s
On January 10, 2024, the Company acquired Doc & Eddy’s West (“D&E”), a hospitality operation in Montana. The acquisition was accounted for as an asset
acquisition in accordance with Topic 805. The total purchase price was approximately $2.3 million, which the Company paid in cash at closing, and was allocated
to the following assets: i) buildings totaling $1.0 million, ii) indefinite long-lived assets totaling $0.9 million and iii) land totaling $0.4 million. The results of
operations for D&E are included in the consolidated financial statements of the Company from the date of acquisition and were not material.
2023 Business Acquisitions
Illinois Video Slot Management
On December 27, 2023, the Company acquired certain assets of Illinois Video Slot Management Corp. (“IVSM”), an Illinois-based terminal operator. The
Company acquired a gaming location, as well as gaming equipment. The acquisition was accounted for as an asset acquisition in accordance with Topic 805. The
total purchase price was approximately $1.0 million, of which the Company paid $0.7 million in cash at closing. The remaining $0.3 million of consideration is
payable in three installments of $0.1 million which are due on the first, second and third anniversary of the acquisition assuming the location is still in operation.
The total purchase price of $1.0 million was allocated to the following assets: i) a location contract totaling $0.9 million and ii) gaming equipment totaling
$0.1 million. The results of operations for the IVSM acquisition is included in the consolidated financial statements of the Company from the date of acquisition
and were not material.
Illinois Gaming Entertainment
On May 23, 2023, the Company acquired certain assets of Illinois Gaming Entertainment LLC (“IGE”), an Illinois-based terminal operator. The Company
acquired four operational locations, as well as gaming equipment. The acquisition was accounted for as an asset acquisition in accordance with Topic 805. The
total purchase price was approximately $1.5 million, which the Company paid in cash at closing. The total purchase price of $1.5 million was allocated to the
following assets: i) location contracts totaling $1.1 million and ii) gaming equipment totaling $0.4 million.
On October 3, 2023, the Company acquired an additional three operational locations, as well as gaming equipment, from IGE. This acquisition was also
accounted for as an asset acquisition in accordance with Topic 805. The total purchase price was $2.3 million, which the Company paid in cash at closing. The
total purchase price of $2.3 million was allocated to the following assets: i) location contracts totaling $2.0 million and ii) gaming equipment totaling $0.3 million.
The results of operations for both IGE acquisitions are included in the consolidated financial statements of the Company from the date of acquisition and were
not material.
Rendezvous
On February 13, 2023, the Company acquired Rendezvous, a hospitality operation in Billings, Montana. The hospitality operation is set to be a Century-
vended location. The acquisition was accounted for as a business combination using the acquisition method of accounting in accordance with Topic 805. The total
purchase price of $2.6 million was paid in cash at
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Table of Contents
Accel Entertainment, Inc. and Subsidiaries
Notes to Consolidated Financial Statements — (Continued)
closing and was allocated to the following assets: i) indefinite-lived intangible assets totaling $0.8 million; ii) land totaling $0.5 million; iii) buildings totaling
$0.4 million; iv) gaming equipment totaling $0.1 million, and v) goodwill totaling $0.8 million. The results of operations for Rendezvous are included in the
consolidated financial statements of the Company from the date of acquisition and were not material.
2022 Business Acquisitions
Progressive
On December 15, 2022, Century, the Company’s wholly owned subsidiary, acquired from DEP, Inc. ("Progressive"), a gaming operator in Montana, certain
gaming assets and locations. The acquisition of Progressive adds 26 Montana gaming locations and approximately 300 gaming terminals to the Century portfolio.
The total purchase price was $6.4  million, which Century paid in cash at closing. The acquisition was accounted for as a business combination using the
acquisition method of accounting in accordance with ASC Topic 805, Business Combinations (“Topic 805”). The purchase price was allocated to the following
assets: i) gaming terminals and amusement equipment totaling $0.9 million; ii) location contracts totaling $4.3 million; and iii) goodwill totaling $1.2 million.
River City
On September 9, 2022, the Company acquired from River City Amusement Company (“River City”) all of its operating assets in Nebraska, Iowa and South
Dakota. River City's operations in these states consist of the ownership and operation of MAD and amusement equipment, as well as ATMs in the approximately
120 locations it serves. The total purchase price was approximately $2.8 million, which the Company paid in cash at closing. The acquisition was accounted for as
a business combination using the acquisition method of accounting in accordance with Topic 805. The purchase price was allocated to the following assets: i)
gaming terminals and equipment totaling $0.1 million; ii) amusement and other equipment totaling $0.9 million; iii) location contracts totaling $1.7 million; and
iv) cash totaling $0.1 million.
VVS
On August 1, 2022, the Company acquired from VVS, Inc. (“VVS”), a licensed distributor of mechanical amusement devices in Nebraska, substantially all of its
MAD and ATM assets. The acquisition of VVS adds approximately 250 locations in the greater Lincoln area. The total purchase price was approximately
$12.0 million, of which the Company paid approximately $9.5 million in cash at closing. The remaining $2.5 million of contingent consideration was paid in cash
in the third quarter of 2023 as the net revenue target outlined in the purchase agreement was achieved. The acquisition was accounted for as a business
combination using the acquisition method of accounting in accordance with Topic 805. The purchase price was allocated to the following assets: i) gaming
terminals and equipment totaling $0.9 million; ii) amusement and other equipment totaling $3.9 million; and iii) location contracts totaling $7.2 million.
Century
On June 1, 2022, the Company completed its previously announced acquisition of all of the outstanding equity interests of Century pursuant to the terms of a
Securities Purchase Agreement (the “Purchase Agreement”), dated March 2, 2021, by and among Century, the shareholders of Century, and the Company. Century
is Montana’s largest gaming operator and a leader in the Nevada gaming market as well as a manufacturer of gaming terminals.
The acquisition aggregate purchase consideration transferred totaled $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 the Company’s 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 the Company’s revolving credit facility and delayed draw term loan facility under the Credit Agreement.
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Table of Contents
Accel Entertainment, Inc. and Subsidiaries
Notes to Consolidated Financial Statements — (Continued)
The acquisition was accounted for as a business combination using the acquisition method of accounting in accordance with ASC Topic 805. The purchase
price has been preliminarily allocated to the tangible assets and identifiable intangible assets acquired and liabilities assumed based upon their estimated fair
values. The areas of the purchase price allocation that are not yet finalized are primarily related to the valuation of location contracts, inventory, property and
equipment, and final adjustments to working capital. The excess of the purchase price over the tangible and intangible assets acquired and liabilities assumed of
$53.4 million has been recorded as goodwill. The Century acquisition resulted in recorded goodwill as a result of a higher consideration paid driven by the
maturity and quality of Century's operations, industry and workforce. Management integrated Century into its existing business structure, which is comprised of a
single reporting unit.
The following table summarizes the fair value of consideration transferred and the fair values of the assets acquired and liabilities assumed at the date of
acquisition (in thousands):
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 
Upon adoption of Topic 842, the Company recognized ROU assets and lease liabilities of $3.6 million as of June 1, 2022 related to Century.
The Company incurred $0.3  million and $1.3  million in acquisition related costs that are included in other operating expenses within the consolidated
statements of operations and comprehensive income for the years ended December 31, 2022 and 2021, respectively.
The results of operations for Century are included in the consolidated financial statements of the Company from the date of acquisition. Century's acquired
assets generated revenues and net income of $146.6 million and $4.0 million for the year ended December 31, 2022.
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Table of Contents
Accel Entertainment, Inc. and Subsidiaries
Notes to Consolidated Financial Statements — (Continued)
Consideration Payable
The Company has a contingent consideration payable related to certain locations, as defined, in the respective acquisition agreement which are placed into
operation during a specified period after the acquisition date. The fair value of contingent consideration is included in the consideration payable on the
consolidated balance sheets as of December 31, 2024 and 2023. The contingent consideration accrued is measured at fair value on a recurring basis. Payments
related to consideration payable were $3.4 million for the year ended December 31, 2024.
Current and long-term portions of consideration payable consist of the following as of December 31 (in thousands):
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 
* Acquisitions that occurred prior to 2022.
Note 11. Contingent Earnout Share Liability
Pursuant to the terms of the Company’s Amended and Restated Certificate of Incorporation, the Company authorized and has available for issuance
10,000,000 shares of Class A-2 common stock. The holders of the Class A-2 common stock do not have voting rights and are not entitled to receive or participate
in any dividends or distributions when and if declared from time to time. The Company concluded that the Class A-2 common stock should be reflected as a
contingent earnout share liability due to the fact that such shares are not entitled to dividends, voting rights, or a stake in the Company in the case of liquidation.
The contingent earnout share liability is recorded at fair value. For more information on how the fair value is determined, see Note 12.
In 2019, 5,000,000 shares of Class A-2 common stock were issued, subject to the conditions set forth in a restricted stock agreement (the “Restricted Stock
Agreement”), which sets forth the terms upon which the Class A-2 common stock will be exchanged for an equal number of validly issued, fully paid and non-
assessable Class A-1 common stock. The exchange of Class A-2 common stock for Class A-1 common stock will be subject to the terms and conditions set forth in
the Restricted Stock Agreement, with such exchanges occurring in three separate tranches upon the satisfaction of the specified triggers, based on the closing sale
price of Class A-1 common stock exceeding certain prices over certain trading periods.
In 2020, the market condition for the settlement of Tranche I was satisfied. As a result, 1,666,636 shares of the 1,666,666 shares of Class A-2 common stock
were converted into Class A-1 common stock.
The market conditions for the remaining two tranches are as follows:
•
Tranche II, equal to 1,666,667 shares of Class A-2 common stock, will be exchanged for Class A-1 common stock if the closing sale price of Class A-1
common stock on the New York Stock Exchange (“NYSE”) equals or exceeds $14.00 for
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Table of Contents
Accel Entertainment, Inc. and Subsidiaries
Notes to Consolidated Financial Statements — (Continued)
at least twenty trading days in any consecutive thirty trading day period; and
•
Tranche III, equal to 1,666,667 shares of Class A-2 common stock, will be exchanged for Class A-1 common stock if the closing sale price of Class A-1
common stock on the NYSE equals or exceeds $16.00 for at least twenty trading days in any consecutive thirty trading day period.
Note 12. Fair Value Measurements
ASC Topic 820, Fair Value Measurements and Disclosures, establishes a framework for measuring fair value and the corresponding disclosure requirements
around fair value measurements. This topic applies to all financial instruments that are being measured and reported on a fair value basis.
Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the
measurement date. In determining fair value, various methods, including market, income and cost approaches, are used. Based on these approaches, certain
assumptions are utilized that the market participants would use in pricing the asset or liability, including assumptions about risk and/or the risks inherent in the
inputs to the valuation technique. These inputs can be readily observable, market corroborated, or generally unobservable inputs. Valuation techniques are utilized
that maximize the use of observable inputs and minimize the use of unobservable inputs. Based on the observability of the inputs used in the valuation techniques,
it is required to provide information according to the fair value hierarchy. The fair value hierarchy ranks the quality and reliability of the information used to
determine fair values. Assets and liabilities carried at fair value will be classified and disclosed in one of the following three categories:
Level 1: Valuations for assets and liabilities traded in active exchange markets, such as the New York Stock Exchange. Level 1 also includes U.S. Treasury
and federal agency securities and federal agency mortgage-backed securities, which are traded by dealers or brokers in active markets. Valuations are obtained
from readily available pricing sources for market transactions involving identical assets or liabilities.
Level 2: Valuations for assets and liabilities traded in less active dealer or broker markets or for similar assets or liabilities in active markets.
Level 3: Valuations for assets and liabilities that are derived from other valuation methodologies, including option pricing models, discounted cash flow
models and similar techniques, and not based on market exchange, dealer, or broker traded transactions. Level 3 valuations incorporate certain assumptions
and projections in determining the fair value assigned to such assets or liabilities.
Assets measured at fair value
The following tables summarize the Company’s assets that are measured at fair value on a recurring basis (in thousands):
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)
Assets:
   Interest rate caplets
6,821 
— 
6,821 
— 
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Table of Contents
Accel Entertainment, Inc. and Subsidiaries
Notes to Consolidated Financial Statements — (Continued)
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 
$
— 
Interest rate caplets
The Company determines the fair value of the interest rate caplets using quotes that are based on models whose inputs are observable LIBOR/SOFR forward
interest rate curves. The valuation of the interest rate caplets is considered to be a Level 2 fair value measurement as the significant inputs are observable.
Unrealized changes in the fair value of interest rate caplets are classified within other comprehensive income on the accompanying consolidated statements of
operations and comprehensive income. Realized gains on the interest rate caplets are recorded to interest expense, net on the accompanying consolidated
statements of operations and comprehensive income and included within cash payments for interest, net on the consolidated statements of cash flow.
Investment in convertible notes
As described in Note 4, after the IGB Administrator’s denial of the transfer of the equity interest in Gold Rush on December 2, 2021, the Company concluded
that the fair value of the convertible notes should be calculated as principal plus interest accrued as of December 31, 2022. The Company had considered interest
as an input to the accounting fair value as of December 31, 2022. This valuation of the Company's investment in convertible notes is considered to be a Level 3
fair value measurement as the significant inputs are unobservable. The Company reached a settlement with Gold Rush in the second quarter of 2023, which
provided for the full repayment of the outstanding principal and interest accrued on the convertible notes.
The following table provides a roll-forward of the fair value of recurring Level 3 fair value measurements for assets for the year ended December 31 (in
thousands):
2023
Assets:
Investment in convertible notes:
Beginning of year balance
$
32,065 
Proceeds from settlement on convertible notes
(32,065)
Ending balance
$
— 
Liabilities measured at fair value
The following tables summarizes the Company’s liabilities that are measured at fair value on a recurring basis (in thousands):
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 
F-33

Table of Contents
Accel Entertainment, Inc. and Subsidiaries
Notes to Consolidated Financial Statements — (Continued)
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)
Liabilities:
Contingent consideration
$
5,484 
$
— 
$
— 
$
5,484 
Contingent earnout shares
31,827 
— 
31,827 
— 
Warrants
13 
— 
13 
— 
Total
$
37,324 
$
— 
$
31,840 
$
5,484 
Contingent consideration
The Company uses a discounted cash flow analysis to determine the value of contingent consideration upon acquisition and updates this estimate on a
recurring basis. The significant assumptions in the Company's cash flow analysis includes the probability adjusted projected revenues after state taxes, a discount
rate as applicable to each acquisition, and the estimated number of locations that “go live” with the Company during the contingent consideration period. The
valuation of the Company's contingent consideration is considered to be a Level 3 fair value measurement as the significant inputs are unobservable and require
significant judgment or estimation. Changes in the fair value of contingent consideration liabilities are classified within other expenses, net on the accompanying
consolidated statements of operations and comprehensive income.
Contingent earnout shares
The Company determined the fair value of the contingent earnout shares based on the market price of the Company's A-1 common stock. The liability, by
tranche, is then stated at present value based on i) an interest rate derived from the Company's borrowing rate and the applicable risk-free rate and ii) an estimate
on when it expects the contingent earnout shares to convert to A-1 common stock. The valuation of the Company's contingent consideration is considered to be a
Level 2 fair value measurement. Changes in the fair value of contingent earnout shares are included within loss (gain) on change in fair value of contingent earnout
shares on the accompanying consolidated statements of operations and comprehensive income.
Warrants
The Company’s 5,144 warrants expired in November 2024. The liability for warrants was included in other long-term liabilities on the consolidated balance
sheets and was considered to be a Level 2 fair value measurement. Upon expiration of the warrants, the Company reduced the fair value of the warrants to zero
and recognized a gain on the expiration of warrants of less than $0.1 million on the consolidated statements of operations and comprehensive income
The following table provides a roll-forward of the fair value of recurring Level 3 fair value measurements for liabilities for the years ended December 31, (in
thousands):
2024
2023
Liabilities:
Contingent consideration:
Beginning of year balance
$
5,484 
$
9,543 
Issuance of contingent consideration in connection with acquisitions
2,449 
262 
Payment of contingent consideration
(1,347)
(4,828)
Fair value adjustments
7,342 
507 
Ending balance
$
13,928 
$
5,484 
There were no transfers in or out of Level 3 assets or liabilities for the periods presented.
F-34

Table of Contents
Accel Entertainment, Inc. and Subsidiaries
Notes to Consolidated Financial Statements — (Continued)
Note 13. Leases
The Company's lease portfolio has both operating and finance leases but is primarily comprised of operating leases for buildings and vehicles. The Company's
leases have remaining lease terms that range from less than 1 to 13 years, some of which also include options to extend or terminate the lease. Most leases contain
both fixed and variable payments. Variable costs consist primarily of rent escalations based on an established index or rate and taxes, insurance, and common area
or other maintenance costs, which are paid based on actual costs incurred by the lessor.
Lease expense for the years ended December 31 included within general and administrative expenses in the consolidated statements of operations and
comprehensive income is follows (in thousands):
2024
2023
2022
Operating lease costs
Short-term lease expense
$
667 
$
789 
$
600 
Operating lease expense
3,284 
2,875 
1,586 
Variable lease expense
150 
316 
368 
Total operating lease expense
$
4,101 
$
3,980 
$
2,554 
Total expense related to finance leases was $0.3 million and less than $0.1 million for the years ended December 31, 2024 and 2023, respectively. There were
no finance leases for the year ended December 31, 2022.
Amounts recognized in the consolidated balance sheets related to the Company's lease portfolio as of December 31 are as follows (in thousands):
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 
As of December 31, 2024, the future undiscounted cash flows associated with the Company's lease liabilities were as follows (in thousands):
Operating leases
Finance leases
2025
$
3,306 
$
322 
2026
2,437 
329 
2027
1,494 
335 
2028
1,082 
342 
2029
1,082 
29 
Thereafter
997 
— 
Total
$
10,398 
$
1,357 
Less: present value discount
(1,552)
(185)
Total lease liability
$
8,846 
$
1,172 
F-35

Table of Contents
Accel Entertainment, Inc. and Subsidiaries
Notes to Consolidated Financial Statements — (Continued)
The weighted average remaining lease term and discount rate used in computing the lease liabilities as of December 31 were as follows:
2024
2023
2022
Weighted average remaining lease term (in years)
Operating leases
4.4
4.2
3.4
Finance leases
4.1
5.1
N/A
Weighted average discount rate
Operating leases
6.46 %
5.85 %
3.28 %
Finance leases
7.71 %
7.71 %
N/A
Supplemental cash flow information related to leases for the years ended December 31 is as follows (in thousands):
2024
2023
2022
Cash paid for amounts included in the measurement of lease liabilities:
Operating cash flows for operating leases
$
3,034 
$
2,659 
$
1,525 
Operating cash flows for finance leases
95
9
—
Financing cash flows for finance leases
221
17
—
Total cash paid for lease liabilities
$
3,350 
$
2,685 
$
1,525 
Right-of-use assets obtained in exchange for lease obligations:
Operating leases
3,383 
5,508 
5,602 
Finance leases
N/A
1,411 
N/A
Note 14. Stockholders’ Equity
Pursuant to the terms of the Company’s Amended and Restated Certificate of Incorporation, the Company authorized and has available for issuance the
following shares and classes of capital stock, each with a par value of $0.0001 per share: i) 1,000,000 shares of preferred stock; and ii) 250,000,000 shares of Class
A-1 common stock.
Class A-1 Common Stock
The holders of the Class A-1 common stock are entitled to one vote for each share. The holders of Class A-1 common stock are entitled to receive dividends
or other distributions when and if declared from time to time and share equally on a per share basis in such dividends and distributions subject to such rights of the
holders of preferred stock.
Treasury Stock
On November 22, 2021, the Company’s Board of Directors approved a share repurchase program of up to $200 million of shares of common stock. On
February 27, 2025, the Board approved an amendment to the share repurchase program to replenish the dollar amount that may be purchased under the program
back to up to $200  million of shares of Class A-1 common stock (as amended, the “share repurchase program”). The timing and actual number of shares
repurchased will depend on a variety of factors, including price, general business and market conditions, and alternative investment opportunities. Under the share
repurchase program, repurchases can be made from time to time using a variety of methods, including open market purchases or privately negotiated transactions,
in compliance with the rules of the SEC and other applicable legal requirements. The share repurchase program does not obligate the Company to acquire any
particular amount of shares, and the share repurchase program may be suspended or discontinued at any time at the Company’s discretion. As of December 31,
2024, the Company has
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Table of Contents
Accel Entertainment, Inc. and Subsidiaries
Notes to Consolidated Financial Statements — (Continued)
purchased a total of 13,855,897 shares under the share repurchase program at a total purchase price of $143.6 million, of which 2,446,700 shares at a total
purchase price of $25.5 million were acquired during the year ended December 31, 2024.
In December 2024, the Company re-issued 3.1 million shares of treasury stock to complete the Fairmount acquisition at an average cost per share of $11.58.
The difference between the average cost per share and the fair value of the shares issued resulted in a gain of $4.1 million, which was recorded to additional paid-
in-capital on the consolidated balance sheets.
As of December 31, 2024 and 2023, the Company has reserved Class A-1 common stock for future issuance in relation to the following:
2024
2023
Class A-1 common stock warrants issued and outstanding
— 
5,144 
Class A-1 common stock options, RSUs and PSUs issued and outstanding
4,222,125 
3,559,104 
Conversion of Class A-2 common stock
3,333,363 
3,333,363 
  Total Class A-1 common stock reserved for issuance
7,555,488 
6,897,611 
Note 15. Segment Reporting
The Company assesses its reportable segments on an annual basis or as changes in its business occur. As part of its assessment, the Company has determined
its chief operating decision maker (“CODM”) to be its Chief Executive Officer, Andrew Rubenstein, who is ultimately responsible for the operating performance
of the Company and the allocation of resources. The CODM assesses financial performance and allocates resources based on Adjusted EBITDA. Adjusted
EBITDA is used by the CODM to understand the Company’s underlying drivers of profitability, trends in its business, and to facilitate  company-to-
company and period-to-period comparisons. Segment asset information is provided to the CODM but is not used to allocate resources.
The Company defines Adjusted EBITDA as net income plus:
•
Amortization of intangible assets and route and customer acquisition costs
•
Stock-based compensation expense
•
Loss from unconsolidated affiliates
•
Loss (gain) on change in fair value of contingent earnout shares
•
Gain on expiration of warrants
•
Other expenses, net
•
Depreciation and amortization of property and equipment
•
Interest expense, net
•
Emerging markets, which reflects the results, on an Adjusted EBITDA basis, for non-core jurisdictions where the Company’s operations are developing
•
Income tax expense
The Company’s distributed gaming reportable segment consists of the installation, maintenance, and operation of gaming terminals, redemption devices that
disburse winnings and contain ATM functionality, and other amusement devises in authorized non-casino locations such as restaurants, bars, convenience stores,
liquor stores, truck stops, and grocery stores. The Company’s operations and services are consistent in the Company’s markets.
The Company has determined that with the acquisition of the FanDuel Sportsbook & Horse Racing in Collinsville, Illinois, that as of December 31, 2024, it
has two operating segments, distributed gaming and casino and racing. However, due to the fact
F-37

Table of Contents
Accel Entertainment, Inc. and Subsidiaries
Notes to Consolidated Financial Statements — (Continued)
the construction of the casino is in its early stages and the limited operations of racing in the winter months, the casino and racing operating segment does not
reach the criteria of being a reportable segment. As such, the Company will continue to report as a single reportable segment.
Significant segment expenses, including disaggregated significant expenses that are presented within general and administrative expenses, are presented in the
Company’s consolidated statement of operations and comprehensive income and are included in the table below.
The following table presents financial information with respect to the Company’s single reportable segment, distributed gaming, for the years ended
December 31, 2024, 2023, 2022. Additionally, the Company has included an "all other" operating segment which is its casino and racing business that is neither
individually reportable nor able to be aggregated or combined with another operating segment.
(in thousands,)
December 31,
2024
2023
2022
Distributed gaming
Total net revenues 
$
1,229,577 
$
1,170,420 
$
969,797 
Adjustments: 
Cost of revenue
852,226 
809,524 
666,126 
Compensation related costs - operations
77,902 
67,523 
59,174 
Compensation related costs - general and administrative
53,606 
51,926 
37,070 
All other segment items 
56,899 
60,002 
45,035 
Adjusted EBITDA for distributed gaming
$
188,944 
$
181,445 
$
162,392 
Adjusted EBITDA for “all other” operating segment 
$
203 
$
— 
$
— 
Less Adjustments for:
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 
Interest expense, net
35,892 
33,144 
21,637 
Emerging markets
165 
(948)
2,598 
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 expiration of warrants
(13)
— 
— 
Other expenses, net
19,339 
6,453 
9,320 
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 
(1)
Total net revenues is further disaggregated by revenue stream as included on the consolidated statements of operations and comprehensive income.
(2)
The significant expense categories and amounts align with the segment-level information that is regularly provided to the CODM.
(3)
Compensation related costs represent payroll and other related costs that are included in General and administrative on the consolidated statements of operations and comprehensive income.
(4)
All other segment items include other operating and general and administrative expenses (such as general and administrative expenses related to parts, advertising, information technology,
etc.) which are included in general and administrative on the consolidated statements of operations and comprehensive income and cost of manufacturing good sold, as well as, adjustments
for stock-based compensation expense and emerging markets.
(1)
(2)
 (3)
 (3)
(4)
(5)
F-38

Table of Contents
Accel Entertainment, Inc. and Subsidiaries
Notes to Consolidated Financial Statements — (Continued)
(5)
Given the timing of the acquisition for the casino and racing business in December of 2024 (see Note 10, Business and Asset Acquisitions, for information on the acquisition), all corporate
expenses were allocated to the distributed gaming reportable segment as of December 31, 2024. The "all other" operating segment had total net revenues of $1.4 million; cost of revenues of
$147 thousand; compensation related costs - operations of $581 thousand and all other segment items of $464 thousand.
As of December 31, 2024 the consolidated assets associated with the distributed gaming segment are $990.1 million and the assets for the "all other" operating
segment are $58.3 million.
See the consolidated financial statements for other financial information (such as cash used for capital expenditures, etc.) regarding the Company’s reportable
segment.
Note 16. Cost Associated with Gaming Terminals
Included in cost of revenue are costs associated with the operation of gaming terminals. In each jurisdiction that the Company operates, it is subject to state,
municipal and/or administrative fees associated with the operation of its gaming terminals. The taxes and administrative fees are included in cost of revenue in the
accompanying consolidated statements of operations and comprehensive income. These costs associated with the operation of gaming terminals totaled $333.7
million, $312.2 million and $281.6 million for the years ended December 31, 2024, 2023 and 2022, respectively.
The remaining net terminal income after deducting the taxes and administrative fees described above is split between the Company and the gaming location
according to local gaming laws or are prenegotiated. The gaming location's share of net terminal income totaled $487.2 million, $466.4 million and $359.4 million
for the years ended December 31, 2024, 2023 and 2022, respectively.
Note 17. Employee Benefit Plans
401(k) Plan
The Company maintains a 401(k)-benefit plan for all employees with at least three months of service and have reached 21 years of age. Participants are 100%
vested in their contributions. The Company provides an employer match contribution of 50% of the participants’ contribution up to 5% of their eligible
compensation. Participants are fully vested in the employer match contribution after one year of employment. The Company may also make profit sharing
contributions to the plan which vest 20% a year after the first 2 years of employment and are fully vested after 6 years of employment. The Company may also
elect to make other discretionary contributions to the Plan. The Company incurred 401(k)-benefit plan expense of approximately $1.6 million, $1.5 million and
$1.3 million for the years ended December 31, 2024, 2023 and 2022, respectively.
Multiemployer Benefit Plans
Some of the Company’s employees in its racing operations participate in union-sponsored benefit plans which includes the participation in several
multiemployer defined benefit pension plans under terms of a collective bargaining agreement. The Company’s contributions to these plans are determined in
accordance with the provisions of the negotiated labor contracts based on the aggregate number of hours works. The Company’s contributions to these plans for
the year ended December 31, 2024 was less than $0.1 million, which represents one month of payments.
Incentive Compensation Plan
Included in certain employee agreements are provisions for commissions and bonuses, which are determined at the discretion of management. Incentive
compensation expense amounted to $14.7 million, $14.8 million and $12.5 million for the years ended December 31, 2024, 2023 and 2022, respectively. Accrued
incentive compensation totaled $5.7 million and $5.6 million as of December 31, 2024 and 2023, respectively.
F-39

Table of Contents
Accel Entertainment, Inc. and Subsidiaries
Notes to Consolidated Financial Statements — (Continued)
Note 18. Stock-based Compensation
The Company previously adopted the 2011 Equity Incentive Plan of Accel Entertainment, Inc., and 2016 Equity Incentive Plan of Accel Entertainment, Inc.,
(collectively, “Plans”). Under the Plans, the aggregate number of shares of common stock that may be issued or transferred pursuant to options, restricted stock
awards, or stock appreciation rights under the Plans will not exceed 10 percent of the outstanding shares of the Company.
In 2019, the Company adopted the Long Term Incentive Plan (the “LTIP”). The LTIP provides for grants of a variety of stock-based awards to employees and
non-employees for providing services to the Company, including, but not limited to incentive stock options qualified as such under U.S. federal income tax laws,
stock options that do not qualify as incentive stock options, stock appreciation rights, restricted stock awards, RSUs, PSUs, cash incentive awards, and other stock-
based awards. The Company has reserved, and in January 2020 registered, a total of 6,000,000 shares of Class A-1 common stock for issuance pursuant to the
LTIP, subject to certain adjustments set forth therein.
Stock-based awards are valued on the date of grant and are expensed over the required service period. Total stock-based compensation expense recognized
during the years ended December 31, 2024, 2023 and 2022, was $12.2 million, $9.4 million and $6.8 million, respectively. As of December 31, 2024, and 2023,
there was approximately $13.9 million and $16.1 million, respectively, of unrecognized compensation expense related to stock-based awards, which is expected to
be recognized through 2028.
During the years ended December 31, 2024, 2023 and 2022, the Company recognized gross excess tax (expense) benefit from stock-based compensation of
$(0.1) million, $(0.9) million, and $0.1 million, respectively. Excess tax benefits reflect the total realized value of the Company’s tax deductions from individual
stock option exercise transactions and the vesting of restricted stock awards in excess of the deferred tax assets that were previously recorded. 
Grant of RSUs
The Company issued 918,103 RSUs to eligible employees and Directors of the Company during the year ended December 31, 2024, which will vest over a
period of 2 to 5 years for employees and a period of 1 year for Directors. The RSUs are valued using the stock price on the grant date and had an estimated grant
date fair value of $9.8 million.
F-40

Table of Contents
Accel Entertainment, Inc. and Subsidiaries
Notes to Consolidated Financial Statements — (Continued)
The following table sets forth the activities of the Company’s RSUs for the years ended December 31, 2024, 2023 and 2022.
Non-vested RSUs
Shares
Weighted Average
Grant Date Fair
Value
Nonvested at January 1, 2022
1,593,729 
$
11.55 
Granted
569,600 
$
12.16 
Vested 
(383,088)
$
11.51 
Forfeited
(361,532)
$
11.03 
Nonvested at December 31, 2022
1,418,709 
$
11.94 
Granted
937,738 
$
9.36 
Vested 
(652,767)
$
11.11 
Forfeited
(150,014)
$
11.07 
Nonvested at December 31, 2023
1,553,666 
$
10.81 
Granted
918,103 
$
10.67 
Vested 
(765,463)
$
11.12 
Forfeited
(155,269)
$
10.10 
Nonvested at December 31, 2024
1,551,037 
$
10.65 
Includes 273,358 RSUs that are vested and not issued.
Includes 379,719 RSUs that are vested and not issued.
Includes 522,270 RSUs that are vested and not issued.
Grant of PSUs
The Company issued 149,381 PSUs to eligible employees during the year ended December 31, 2024. The PSUs are valued using the stock price and a
performance expense factor on the grant date and had an estimated grant date fair value of $1.7 million. Performance-based shares vest based upon the passage of
time and the achievement of performance conditions, in an amount ranging from 0% to 200% of the grant amount, as determined by the Compensation Committee
prior to the date of the award. Vesting periods for these awards are 2 to 3 years, with each year weighted equally in determining such average. The Company
reviews the progress toward the attainment of the performance condition for each quarter during the vesting period. When it is probable the minimum performance
condition for an award will be achieved, the Company began recognizing the expense equal to the proportionate share of the total fair value of the Class A-1 stock
price on the grant date. The total expense recognized over the duration of performance awards will equal the Class A-1 stock price on the date of grant multiplied
by the number of shares ultimately awarded based on the level of attainment of the performance condition. For grants with a market condition and a service
condition, the fair value is determined on the grant date and is calculated using the average implied multiple using the Company’s internal forecast along with
weighting of probability of award, with a service condition of three years. The total expense recognized over the duration of the award will equal the fair value,
regardless if the market performance criteria is met. If the service condition is not met the stock-based compensation would be reversed.
(1)
(2)
(3)
(1) 
(2) 
(3) 
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Table of Contents
Accel Entertainment, Inc. and Subsidiaries
Notes to Consolidated Financial Statements — (Continued)
The following table sets forth the activities of the Company’s PSUs for the years ended December 31, 2024 and 2023.
Non-vested PSUs
Shares
Weighted Average
Grant Date Fair
Value
Nonvested at January 1, 2023
— 
$
— 
Granted
702,741 
$
8.62 
Adjustments for Performance Measures
(236,399)
$
8.68 
Vested
— 
$
— 
Forfeited
— 
$
— 
Nonvested at December 31, 2023
466,342 
$
8.62 
Granted
149,381 
$
11.34 
Adjustments for Performance Measures
466,342 
$
9.33 
Vested
— 
$
— 
Forfeited
— 
$
— 
Nonvested at December 31, 2024
1,082,065 
$
9.09 
Grant of Stock Options
Stock options generally vest over a three to five-year period and the term of the options are a maximum of 10 years from the grant date. The exercise price of
stock options shall not be less than 100% of the fair market value per share of common stock on the grant date.
The Company used the Black-Scholes formula to estimate the fair value of its stock-based payments. The volatility assumption used in the Black-Scholes
formula were based on the volatility of comparable public companies. The Company determined the share price at grant date used in the Black-Scholes formula
based on an internal valuation model for options granted prior to the Company going public. Upon going public, the Company used the closing market stock price
on the date of grant.
The fair value assigned to each option was estimated on the date of grant using a Black-Scholes-based option valuation model. The expected term of each
option granted represented the period of time that each option granted is expected to be outstanding. The risk-free rate for periods within the contractual life of the
unit is based on U.S. Treasury yields in effect at the time of grant.
Starting on January 1, 2023, the Company discontinued the use of stock options as part of the LTIP and there were no stock options granted to eligible officers
and employees during 2023 and 2024.
The following assumptions were used in the option valuation model for options granted during the year ended December 31 as follows:
2022
Expected approximate volatility
60%
Expected dividends
None
Expected term (in years)
7
Risk-free rate
2.12% - 4.04%
F-42

Table of Contents
Accel Entertainment, Inc. and Subsidiaries
Notes to Consolidated Financial Statements — (Continued)
A summary of the options granted and the range in vesting periods based on specific provisions within the option agreements during the year ended
December 31, are as follows:
2022
Options granted
315,881
Vesting period (in years)
4
The following table sets forth the activities of the Company’s outstanding stock options for the years ended December 31, 2024, 2023, and 2022.
Outstanding options
Shares
Weighted Average
Grant Date Fair
Value
Weighted Average
Exercise Price
Outstanding at January 1, 2022
1,556,486 
$
4.51 
$
10.47 
Granted
315,881 
$
7.30 
$
12.09 
Exercised
(136,998)
$
2.20 
$
5.93 
Forfeited/expired
(436,960)
$
4.79 
$
10.97 
Outstanding at December 31, 2022
1,298,409 
$
7.25 
$
11.18 
Granted
— 
$
— 
$
— 
Exercised
(80,315)
$
1.65 
$
4.67 
Forfeited/expired
(58,717)
$
5.25 
$
12.10 
Outstanding at December 31, 2023
1,159,377 
$
5.60 
$
11.58 
Granted
— 
$
— 
$
— 
Exercised
(55,173)
$
1.84 
$
5.24 
Forfeited/expired
(37,451)
$
6.04 
$
12.06 
Outstanding at December 31, 2024
1,066,753 
$
5.60 
$
11.58 
A summary of the status of the activities of the Company’s nonvested stock options for the years ended December 31, 2024, 2023 and 2022 is as follows:
Nonvested options
Shares
Weighted Average
Grant Date Fair
Value
Nonvested at January 1, 2022
1,411,331 
$
4.77 
Granted
315,881 
$
7.30 
Vested
(314,462)
$
4.17 
Forfeited
(321,682)
$
4.86 
Nonvested at December 31, 2022
1,091,068 
$
5.65 
Granted
— 
$
— 
Vested
(393,550)
$
5.54 
Forfeited
(54,717)
$
5.27 
Nonvested at December 31, 2023
642,801 
$
5.75 
Granted
— 
$
— 
Vested
(330,292)
$
5.69 
Forfeited
— 
$
— 
Nonvested at December 31, 2024
312,509 
$
5.76 
F-43

Table of Contents
Accel Entertainment, Inc. and Subsidiaries
Notes to Consolidated Financial Statements — (Continued)
As of December 31, 2024, and 2023, a total of 524,739 and 516,576 options with a weighted-average remaining contractual term of 4.83 and 5.7 years,
respectively, granted to employees were vested. The fair value of options that vested during 2024, 2023 and 2022 was $1.9 million, $2.2 million, and $1.3 million,
respectively. As of December 31, 2024, and 2023, the weighted-average exercise price of the non-vested awards was $11.92 for both years. As of December 31,
2024, and 2023, the weighted-average remaining contractual term of the outstanding awards was 5.5 years and 6.4 years, respectively. The total intrinsic value of
options that were exercised during the years ended December  31, 2024, 2023 and 2022 was approximately $0.3 million, $0.5 million and $0.6 million,
respectively. The aggregate intrinsic value of options outstanding as of December 31, 2024 is $0.5 million.
Note 19. Income Taxes
The Company recognized income tax expense of $18.4 million, $20.1 million and $20.7 million during the years ended December 31, 2024, 2023 and 2022,
respectively, which consists of the following (in thousands):
2024
2023
2022
Current provision
Federal
$
14,700 
$
5,390 
$
1,558 
State
6,126 
7,385 
5,669 
Total current provision
20,826 
12,775 
7,227 
Deferred provision
Federal
(3,244)
10,278 
13,743 
State
856 
(2,932)
(310)
Total deferred provision
(2,388)
7,346 
13,433 
Total income tax expense
$
18,438 
$
20,121 
$
20,660 
A reconciliation of the “expected” income taxes computed by applying the federal statutory income tax rate to the total expense is as follows (in thousands):
2024
2023
2022
Computed “expected” tax expense
$
11,283 
$
13,802 
$
19,900 
Increase (decrease) in income taxes resulting from:
State income taxes
5,575 
3,627 
4,289 
Return-to-provision
(121)
380 
(132)
Change in fair value of contingent earnout shares
268 
1,793 
(4,104)
Permanently non-deductible transaction costs
215 
51 
137 
Officer's compensation
221 
129 
177 
Stock-based compensation
212 
720 
124 
Other permanent items
589 
641 
343 
State Rate Change
119 
(724)
(121)
Other
77 
(298)
47 
Total income tax expense
$
18,438 
$
20,121 
$
20,660 
F-44

Table of Contents
Accel Entertainment, Inc. and Subsidiaries
Notes to Consolidated Financial Statements — (Continued)
The tax effects of temporary differences that gave rise to significant portions of the deferred tax assets and liabilities were as follows as of December 31 (in
thousands):
2024
2023
Deferred tax assets:
Net operating loss carryforwards
$
7,964 
$
8,015 
Interest expense limitation carryforward
10,765 
8,174 
  Stock-based compensation
4,452 
3,284 
Lease liabilities
2,397 
2,589 
  Capitalized research & experimental costs
2,481 
1,159 
Other
3,144 
2,867 
31,203 
26,088 
Deferred tax liabilities:
Property and equipment
58,471 
53,804 
Location contracts and other intangibles
15,282 
9,348 
Lease assets
2,294 
2,524 
Interest rate caplets
1,585 
3,008 
Other
943 
154 
78,575 
68,838 
  Total deferred tax liability, net
$
47,372 
$
42,750 
A valuation allowance is required to be established or maintained when, based on currently available information, it is more likely than not that all or a portion
of a deferred tax asset will not be realized. The guidance on accounting for income taxes provides important factors in determining whether a deferred tax asset
will be realized, including whether there has been sufficient taxable income in recent years and whether sufficient taxable income can reasonably be expected in
future years in order to utilize the deferred tax asset.
The Company evaluated the need to record a valuation allowance for deferred tax assets based on an assessment of whether it is more likely than not that
deferred tax benefits will be realized through the generation of future taxable income. Appropriate consideration was given to all available evidence, both positive
and negative, in assessing the need for a valuation allowance. As a result of this evaluation, the Company concluded as of December 31, 2024, that the positive
evidence outweighed the negative evidence and that it is more likely than not that its deferred tax assets will be realized.
As of December 31, 2024, and 2023, the Company did not record a liability for unrecognized tax benefits.
The Company and its subsidiaries are subject to U.S. federal income tax as well as income tax of multiple state jurisdictions. As of December 31, 2024, the
Company is subject to U.S federal income tax examinations for the years 2021 through 2023 and income tax examinations from state jurisdictions for the years
2021 through 2023.
The following table summarizes carryforwards of net operating losses as of December 31 (in thousands):
2024
2023
Amount
Expiration
Amount
Expiration
State net operating losses
106,110 
2030
106,690 
2030
Significant equity restructuring often results in an Internal Revenue Code Section 382 ownership change that limits the future use of net operating loss
(“NOL”) carryforwards and other tax attributes. With regard to Century Gaming, an ownership change occurred on the date the outstanding equity interests were
purchased in 2022. As a result, the Company's use of the acquired
F-45

Table of Contents
Accel Entertainment, Inc. and Subsidiaries
Notes to Consolidated Financial Statements — (Continued)
NOLs, interest expense limitation carryforward and R&D credit carryforward on an annual basis were limited. As of December 31, 2024, only the interest expense
limitation is subject to limitation. The recognition and measurement of the Company's tax benefit includes estimates and judgment by the Company's management,
which includes subjectivity. Changes in estimates may create volatility in the Company's tax rate in future periods based on new information about particular tax
positions that may cause management to change its estimates.
The Company has no federal general business tax credit carryforward as of December 31, 2024.
Note 20. Commitments and Contingencies
The Company has certain earnouts in periods for future location performance related to certain business acquisitions (see discussion in Note 10).
The Company has certain employment agreements that call for salaries and potential severance upon termination.
Lawsuits and claims are filed against the Company from time to time in the ordinary course of business, including related to employee matters, employment
of professionals and non-compete clauses and agreements. Other than settled matters explained as follows, these actions are in various stages, and no judgments or
decisions have been rendered. Management, after reviewing matters with legal counsel, believes that the outcome of such matters will not have a material adverse
effect on the Company’s financial position or results of operations.
The Company has been involved in a series of related litigated matters stemming from claims that it wrongly contracted with 10 different licensed
establishments (the “Defendant Establishments”) in 2012 in violation of the contractual rights held by J&J Ventures Gaming, LLC (“J&J”), as further described
below.
On August 21, 2012, one of the Company’s operating subsidiaries entered into certain agreements with Jason Rowell (“Rowell”), a member of Action Gaming
LLC (“Action Gaming”), which was an unlicensed terminal operator that had exclusive rights to place and operate gaming terminals within a number of
establishments, including the Defendant Establishments. Under agreements with Rowell, the Company agreed to pay him for each licensed establishment which
decided to enter into an exclusive location agreement with Accel. In late August and early September 2012, each of the Defendant Establishments signed a
separate location agreement with the Company, purporting to grant the Company the exclusive right to operate gaming terminals in those establishments.
Separately, on August 24, 2012, Action Gaming sold and assigned its rights to all its location agreements to J&J, including its exclusive rights with the Defendant
Establishments (the “J&J Assigned Agreements”). At the time of the assignment of such rights to J&J, the Defendant Establishments were not yet licensed by the
IGB.
Action Gaming, J&J, and other parties, collectively, the Plaintiffs, filed a complaint against the Company, Rowell, and other parties in the Circuit Court of
Cook County, Illinois (the “Circuit Court”), on August 31, 2012, as amended on November 1, 2012, December 19, 2012, and October 3, 2013, alleging, among
other things, that Accel aided and abetted Rowell in breaches of his fiduciary duties and contractual obligations with Action Gaming and tortiously interfered with
Action Gaming’s contracts with Rowell and agreements assigned to J&J. The complaint seeks damages and injunctive and equitable relief. On January 24, 2018,
the Company filed a motion to dismiss for lack of subject matter jurisdiction, as further described below. On May 14, 2018, the Circuit Court denied the
Company’s motion to dismiss and granted a stay to the case, pending a ruling from the IGB on the validity of the J&J Assigned Agreements.
From 2013 to 2015, the Plaintiffs filed additional claims, including J&J Ventures Gaming, LLC et al. v. Wild, Inc. (“Wild”), in various circuit courts seeking
declaratory judgments with a number of establishments, including each of the Defendant Establishments, requesting declarations that, among other things, J&J
held the exclusive right to operate gaming terminals at each of the Defendant Establishments as a result of the J&J Assigned Agreements. The Company was
granted leave to intervene in all of the declaratory judgments. The circuit courts found that the J&J Assigned Agreements were valid because each of the
underlying location agreements were between an unlicensed establishment and an unlicensed terminal operator, and therefore did
F-46

Table of Contents
Accel Entertainment, Inc. and Subsidiaries
Notes to Consolidated Financial Statements — (Continued)
not constitute use agreements that were otherwise precluded from assignment under the IGB’s regulations. Upon the Company’s appeal, the Illinois Appellate
Court, Fifth District (the “District Court”), vacated the circuit courts’ judgments and dismissed the appeals, holding that the IGB had exclusive jurisdiction over
the matter that formed the basis of the parties’ claims, and declined to consider the merits of the parties’ disputes. On September 22, 2016, and after the IGB
intervened, the Supreme Court of Illinois issued a judgment in Wild, affirming the District Court’s decision vacating the circuit courts’ judgments for lack of
subject matter jurisdiction and dismissing the appeals, determining that the IGB has exclusive jurisdiction to decide the validity and enforceability of gaming
terminal use agreements.
Between May 2017 and September 2017, both the Company and J&J filed petitions with the IGB seeking adjudication of the rights of the parties and the
validity of the use agreements. Those petitions were recently adjudicated by the IGB, largely in the Company’s favor, and J&J has filed two new lawsuits to
challenge the IGB’s rulings. J&J lost at both the trial court and appellate court level and recently filed a petition with the Illinois Supreme Court seeking
permission for a further appeal. The second case is awaiting a ruling at the trial court level. The Company does not have a present estimate regarding the potential
damages, if any, that could potentially be awarded in this litigation and, accordingly, has established no reserves relating to such matters.
On October 7, 2019, the Company filed a lawsuit in the Circuit Court of Cook County, Illinois against Rowell and other parties related to Rowell’s breaches of
his non-compete agreement with Accel. The Company alleged that Rowell and a competitor were working together to interfere with the Company’s customer
relationships. On November 7, 2019, Rowell filed a lawsuit in the Circuit Court of Cook County, Illinois against the Company alleging that he had not received
certain equity interests in the Company to which he was allegedly entitled under his agreement. On July 18, 2024, the Company and Rowell entered into a
settlement agreement pursuant to which the Company paid Rowell $0.1 million in exchange for a mutual release of the Company's claims against Rowell and
Rowell's claims against the Company. The litigation involving Action Gaming, J&J, and the other parties, as described above, remains pending.
On July 2, 2019, Illinois Gaming Investors, LLC filed a lawsuit against the Company. The lawsuit alleges that a current employee violated his non-
competition agreement with Illinois Gaming Investors, LLC, and together with the Company, wrongfully solicited prohibited licensed video gaming locations. The
parties settled this dispute in April 2022.
On December 18, 2020, the Company received a disciplinary complaint from the IGB alleging violations of the Video Gaming Act and the IGB’s Adopted
Rules for Video Gaming. The disciplinary complaint sought to fine the Company in the amount of $5 million. On July 6, 2023, the IGB and the Company entered
into a settlement agreement for $1.1 million of which $1.0 million is the fine for the alleged conduct and $0.1 million is for reimbursement of administrative and
investigative costs. The amount was paid in the third quarter of 2023. As a result of the settlement agreement, the Company has agreed to review similar initiatives
with the IGB before implementing a new program or making any public announcements, require additional annual training of its employees, and provide
additional compliance disclosures to the IGB.
On March 9, 2022, the Company filed a lawsuit in the Circuit Court of Cook County, Illinois against Gold Rush relating to the Gold Rush convertible notes.
The complaint sought damages for breach of contract and the implied covenant of good faith and fair dealing as well as unjust enrichment. On June 22, 2022, Gold
Rush filed a lawsuit in the Circuit Court of Cook County, Illinois against the Company. The lawsuit alleged that the Company tortiously interfered with Gold
Rush’s business activities and engaged in misconduct with respect to the Gold Rush convertible notes. On April 22, 2022, the Company filed a petition in the
Circuit Court of Cook County, Illinois to judicially review the IGB's decision to deny the requested transfer of Gold Rush common stock in respect of the
Company’s conversion of the convertible notes. Discovery ensued on these lawsuits but both suits were dismissed with prejudice as a result of the previously
mentioned settlement between the Company and Gold Rush on the convertible notes. The Company also withdrew its petition to judicially review the IGB's
decision. For more information, see Note 4.
F-47

Table of Contents
Accel Entertainment, Inc. and Subsidiaries
Notes to Consolidated Financial Statements — (Continued)
On March 25, 2022, Midwest Electronics Gaming LLC (“Midwest”) filed an administrative review action against the Illinois Gaming Board, the Company
and J&J in the Circuit Court of Cook County, Illinois seeking administrative review of decisions of the IGB ruling in favor of the Company and J&J and against
Midwest regarding the validity of certain use agreements covering locations currently serviced by Midwest. No monetary damages are sought against the
Company. The Company filed a motion to dismiss Midwest’s amended complaint, which was granted in part and denied in part. The Company moved for
summary judgment, and the trial court heard argument in January 2025. A ruling is expected in March 2025.
In July 2022, an enforcement action was brought against the Company by an Illinois municipality related to an alleged violation of an ordinance requiring the
collection of an additional tax, the enforceability of which is currently being contested by the Illinois Gaming Machine Operators Association. Rather than litigate
the alleged violation, the Company pled no contest and paid an initial penalty to the municipality in October 2022 and for the remaining months of 2022. The
Company continued to negotiate with and voluntarily make the appropriate payments to the municipality during 2023 and 2024.
In February 2023, an Illinois municipality issued an order against the Company for the alleged failure to pay a terminal operator tax (“TO Tax”) for the
privilege of operating gaming terminals within the municipality. The TO Tax was adopted by the municipality on June 8, 2021, but there was no enforcement of
this tax until the Company was issued a notice of hearing in February 2023. In April 2023, the Company, along with numerous other terminal operators, filed a
complaint in the Circuit Court of Cook County, Illinois contesting the validity and enforceability of the TO Tax and won a temporary restraining order to stay the
order. Currently, the matter remains pending as a result of a motion to consolidate and to finalize the assignment of the judge.
The results for the years ended December 31, 2024 and 2023 included losses of $0.5 million and $1.4 million, respectively, related to these matters, which is
included within general and administrative expenses in the consolidated statements of operations and other comprehensive income.
F-48

Table of Contents
Accel Entertainment, Inc. and Subsidiaries
Notes to Consolidated Financial Statements — (Continued)
Note 21. Earnings Per Share
Basic EPS is computed based on the weighted average number of shares of Class A-1 common stock outstanding during the period. Diluted EPS is computed
based on the weighted average number of shares plus the effect of dilutive potential common shares outstanding during the period using the treasury stock method.
Dilutive potential common shares include outstanding stock options, unvested RSUs, contingent earnout shares, and warrants.
Since the shares issuable under the contingent earnout are contingently issuable shares that depend on future earnings or future market prices of the common
stock or a change in control, the shares are excluded when computing diluted EPS unless the shares would be issuable if the reporting date was the end of the
contingency period. Upon settlement, these shares are included in Class A-1 common stock in the Company’s basic EPS share count.
The components of basic and diluted EPS were as follows (in thousands, except per share amounts):
2024
2023
2022
Net income attributable to Accel Entertainment, Inc.
$
35,252 
$
45,603 
$
74,102 
Basic weighted average outstanding shares of common stock
83,747 
85,949 
90,629 
Dilutive effect of stock-based awards for common stock
1,230 
854 
600 
Diluted weighted average outstanding shares of common stock
84,977 
86,803 
91,229 
Earnings per common share:
Basic
$
0.42 
$
0.53 
$
0.82 
Diluted
$
0.41 
$
0.53 
$
0.81 
Anti-dilutive stock-based awards, contingent earnout shares and warrants excluded from the calculations of diluted EPS were 4.3 million, 4.4 million, and 5.0
million shares for the years ended December 31, 2024, 2023 and 2022, respectively.
F-49

Exhibit 19.0
Insider Trading Policy (effective as of February 22, 2023)
General Overview
Accel Entertainment, Inc. (collectively with its subsidiaries, “Accel” or the “Company”) has adopted this Insider Trading Policy to prevent insider trading
violations, comply with U.S. federal and state securities laws, as well as similar laws in other countries where Accel does business, and to preserve the reputation
and integrity of Accel.
Accel is committed to high standards of honest and ethical business conduct and compliance with laws, rules and regulations.
You are receiving this Policy because you are an Accel officer, director, or employee (collectively, “Service Providers”).
Under this Policy, every Service Provider is prohibited from trading in Accel securities while in possession of material nonpublic information about Accel, and
prohibited from giving material nonpublic information about Accel or others to anyone who might trade on the basis of that information.
Capitalized terms are in the list of defined terms at the end of this Policy. You may also wish to refer to the list of FAQs about this Policy following the defined
terms. The FAQs are part of this Policy and the rules articulated in the FAQs must be followed as well.
Neither Accel nor the Compliance Officer is liable for any act made under this Policy. Neither Accel nor the Compliance Officer is responsible for any failure to
approve a trade or for imposing any Blackout Period.
Scope
1.
This Policy covers all Covered Persons, as such term is defined below. These Covered Persons are responsible for ensuring compliance with this Policy
by members of their immediate families and persons sharing their households, and by entities with which they are affiliated or associated.
2.
This Policy applies to all transactions in Accel securities, including shares of Accel common stock and options to purchase common stock, puts, calls, or
other derivatives, however acquired, and any other type of securities that Accel may issue, such as restricted stock units (“RSUs”), preferred stock,
convertible notes, warrants and exchange-traded options or other derivative securities. This Policy also prohibits trading in the securities of another
company if a Covered Person becomes aware of material non-public information about that company in the course of his or her position with Accel.
3.
Accel may impose sanctions for violations of this Policy and may issue stop-transfer orders to our transfer agent to implement it. Sanctions for
individuals may include any disciplinary action, including termination of employment or service relationship with Accel, where applicable. Section 16
Persons and/or Access Persons may be required to certify compliance with this Policy on an annual basis. Notifications and approvals required under this
Policy may be provided by electronic mail.
Individual Responsibility
It is illegal for you to trade in Accel’s securities, or the securities of other companies on the basis of material nonpublic information. It is also illegal for you to
pass such information onto others who use it to trade in Accel’s securities, or the securities of other companies. You must comply with the provisions of federal and
state securities laws and with Accel’s policies.
Each Covered Person is responsible for making sure he or she complies with this Policy. In all cases, the responsibility for determining whether an individual is in
possession of material non-public information rests with that individual. Any action on the part of Accel or the Compliance Officer pursuant to this Policy (or
otherwise) does not in any way constitute legal advice or insulate an individual from liability under applicable security laws. Each Covered Person could be
subject to severe legal penalties and disciplinary action by Accel for any conduct prohibited by this Policy or applicable securities laws, as described below in
more detail in the FAQ Question “What are the penalties for failing to comply with the Policy?”
Statement of Company Policy
Prohibited Activities

A.
No Covered Person possessing material nonpublic information about Accel may trade in Company securities at any time.
B.
No Access Person or Section 16 Person may trade in Accel securities unless the trade has been approved in advance by the Compliance Officer in
accordance with this Policy.
In connection with the application for Access Persons and Section 16 Persons to request approval for trades, the applicable certification form set forth in
Annex A hereto shall be submitted to the Compliance Officer at complianceofficer@accelentertainment.com.
C.
No Access Person or Section 16 Person may trade in, or make a gift or other transfer without consideration of, Accel securities outside of the Policy’s
Trading Windows unless pursuant to a properly established Rule 10b5-1 Plan or as otherwise approved in advance by the Compliance Officer.
D.
No Covered Person may trade in, or make a gift or other transfer without consideration of, Accel securities during any Blackout Period designated by the
Compliance Officer, unless pursuant to a properly established Rule 10b5-1 Plan or as otherwise approved in advance by the Compliance Officer.
E.
No Covered Person may disclose material nonpublic information about Accel to any outside person, including immediate family members and friends,
unless required to do so as part of that Covered Person’s regular duties for Accel or authorized by the Compliance Officer or as otherwise approved in
advance by the Compliance Officer.
F.
No Covered Person may give trading advice of any kind about Accel to anyone while possessing material nonpublic information about Accel, except that
Covered Persons should advise others not to trade if doing so might violate this Policy or the law. We strongly discourage Covered Persons from giving
trading advice concerning Accel to third parties even when the Covered Persons do not possess material nonpublic information about Accel.
G.
No Covered Person may, in respect of information obtained in the course of service as a Covered Person: (a) trade in the securities of any other public
company while possessing material nonpublic information about that company; (b) disclose material nonpublic information about another public
company to anyone; or (c) give anyone trading advice about any other public company while possessing material nonpublic information about that
company.
H.
No Covered Person may engage in transactions involving options or other derivative securities on Accel’s securities, such as puts and calls, whether on an
exchange or in any other market; provided however that a Covered Person may exercise compensatory equity grants issued by Accel.
I.
No Covered Person may engage in hedging or monetization transactions involving Accel securities, including, among other things, zero-cost collars and
forward sale contracts or contribute Accel securities to exchange funds that could be interpreted as having the effect of hedging in Accel securities.
J.
No Covered Person may engage in short sales of Accel’s securities, including short sales “against the box.”
K.
No Covered Person may use or pledge Accel securities as collateral in a margin account or as collateral for a loan (other than a limited exception for a
non-margin debt loan where the pledge has been approved by the Compliance Officer).
The foregoing prohibitions continue to apply to transactions in Accel securities for 90 days after termination of service to Accel. If an individual is in possession
of material nonpublic information when his or her service terminates, that individual may not trade in Accel securities until that information has become public
or is no longer material.
For purposes of clarity, the foregoing prohibitions in each clause of this Prohibited Activities section are cumulative with, and in addition to, the restrictions set
forth in each other clause, and not in lieu thereof.
Trading Windows and Blackout Periods
1.
No Trading by Covered Persons While in the Possession of Material Nonpublic Information. No Covered Person possessing material nonpublic
information about Accel may trade in Company securities at any time. Covered Persons (other than Access Persons and Section 16 Persons) possessing
such information may trade only after the close of

trading on the first full trading day following our widespread public release of such information. In addition, trading by Access Persons and Section 16
Persons is subject to the Trading Windows described below.
2.
Trading Windows for Access Persons and Section 16 Persons. Access Persons and Section 16 Persons are permitted to trade in Accel securities only
during the Trading Window period that begins after the close of trading on the first full trading day following the widespread public release of our
quarterly or year-end operating results, and ends at the close of trading on the fifteenth calendar day in the third month of the then-current quarter.
3.
No Trading by Access Persons and Section 16 Persons During Trading Windows While in the Possession of Material Nonpublic Information. As noted
above, no Covered Person possessing material nonpublic information about Accel may trade in Company securities at any time. Accordingly, even if a
Trading Window is in effect, no Access Person or Section 16 Person possessing material nonpublic information about Accel may trade in Company
securities. Access Persons and Section 16 Persons possessing such information may trade during a Trading Window only after the close of trading on the
first full trading day following our widespread public release of such information.
For example, if Accel announces earnings after close of trading on a Monday (or before trading begins on a Tuesday), then the first time an Access Person
or Section 16 Person can trade Accel securities is after the close of market on Tuesday (effectively the opening of the market on Wednesday for regular
trading), assuming the Access Person or Section 16 Person is not aware of other material nonpublic information at that time. However, if Accel announces
earnings after trading begins on that Tuesday, then the first time the Access Person or Section 16 Person can trade is after the close of market on
Wednesday (effectively the opening of the market on Thursday for regular trading).
4.
No Trading by Covered Persons During Blackout Periods. Even if a Trading Window is in effect, the Compliance Officer may designate special trading
Blackout Periods that apply to particular individuals or groups of persons (including all Covered Persons), for such time, and with respect to such
persons, as the Compliance Officer determines in his or her discretion. No Covered Person may trade in Accel securities during any such Blackout
Periods and, in the case of Access Persons and Section 16 Persons, outside of the applicable Trading Windows. No Covered Person who learns of such a
Blackout Period may disclose to any other person that a Blackout Period has been designated or that one was previously in place. The fact of the Blackout
Period is confidential and cannot be disclosed internally or externally. The failure of the Compliance Officer to subject a person to a Blackout Period does
not relieve that person of the obligation not to trade while in possession of material non-public information.
Prior Approval of Trades Required for Access Persons and Section 16 Persons; 10b5-1 Plans Strongly Recommended for Access Persons and Section 16
Persons
Access Persons and Section 16 Persons must request and obtain prior approval of all trades in Accel securities other than trades pursuant to a 10b5-1 Plan
from the Compliance Officer. However, we strongly encourage all Access Persons and Section 16 Persons to trade in Accel securities only pursuant to a
10b5-1 Plan.
In connection with the application for Access Persons and Section 16 Persons to request approval for trades, the applicable certification form set forth in
Annex A hereto shall be submitted to the Compliance Officer at complianceofficer@accelentertainment.com. You must notify the Compliance Officer
promptly via email of any changes to the certification prior to the proposed trade.
In addition, Section 16 Persons must notify the Compliance Officer prior to any gifts or other transfers of Accel securities.
Certain sales, purchases and other transfers of Accel securities otherwise prohibited by this Policy may be permitted if they are effected pursuant to a
10b5-1 Plan that:
(a) complies with the requirements of Rule 10b5-1 under the Exchange Act and this Policy;
(b) is pre-approved by the Compliance Officer in writing, is not entered into during any Blackout Period and, in the case of Access Persons and
Section 16 Persons, is entered into during an open Trading Window;
(c) the first trade under the 10b5-1 Plan does not occur (i) for a Section 16 Person: until the later of (A) ninety (90) days after adoption of the 10b5-1
Plan and (B) two (2) business days following the disclosure of the Company’s financial results in a Form 10-Q or Form 10-K for the completed
fiscal quarter in which the 10b5-1 Plan was adopted that discloses the Company’s financial results (but not to exceed 120 days following the
adoption of the 10b5-1 Plan); and (ii) for persons other than Section 16 Persons: thirty (30) days after

adoption of the 10b5-1 Plan, in each case, following our Compliance Officer’s approval of the 10b5-1 Plan. These waiting periods are
collectively referred to as the “Cooling-Off Period;”
(d) the 10b5-1 Plan is not a single-trade 10b5-1 Plan adopted during the 12-month period immediately following the person’s adoption of another
single-trade 10b5-1 Plan, subject to the exceptions noted in Rule 10b5-1, which are provided for you in Annex B;
(e) the person establishing the 10b5-1 Plan has certified to the Compliance Officer in writing in the applicable certification form set forth in Annex
A hereto, no earlier than two business days prior to the date that the 10b5-1 Plan is formally established (and shall not have withdrawn such
certification prior to such establishment), that (i) such person is not, and to their knowledge, will not be, in possession of material nonpublic
information concerning Accel and all such trades to be made pursuant to the 10b5-1 Plan will be made in accordance with the trading restrictions
of Section 16 of the Exchange Act and Rule 144 of the Securities Act to the extent applicable; (ii) the 10b5-1 Plan complies with the
requirements of Rule 10b5-1; (iii) all trades to be made pursuant to the 10b5‑1 Plan will be in accordance with applicable SEC rules; (iv) such
person is adopting the 10b5‑1 Plan in good faith and not as part of a plan or scheme to evade the prohibitions of Section 10(b) of the Exchange
Act and Rule 10b-5 of the Exchange Act; and (v) such person will act in good faith with respect to the 10b5-1 Plan throughout its duration. The
person adopting the 10b5-1 Plan must notify the Compliance Officer promptly via email and withdraw the certification if any changes of
circumstances prior to the adoption date of the 10b5-1 Plan have or will render such certification to be inaccurate as of that time; and
(f)
a person may have no more than one 10b5-1 Plan adopted at any point in time (i.e., multiple concurrent or overlapping plans are prohibited),
subject to the exceptions noted in Rule 10b5-1, which are provided for you in Annex B. One of these exceptions is for plans authorizing certain
“sell-to-cover” transactions.
Because Section 16 Persons and Access Persons are more likely than other Covered Persons to receive access to material non-public information in their
roles with Accel, they are encouraged to adopt 10b5-1 Plans covering Accel’s securities (subject to meeting the requirements of this Policy).
The Compliance Officer may, in her or his full discretion, adopt and implement complementary internal policies and procedures consistent with, and in
furtherance of, this Policy.
Approval of a 10b5-1 Plan by Accel’s Compliance Officer and/or an acknowledgment of a 10b5-1 Plan by the Company shall not be considered a
determination by Accel’s Compliance Officer or the Company that the 10b5-1 Plan satisfies the requirements of Rule 10b5-1.
Once a person has an approved 10b5-1 Plan in place, such person will need approval from Accel’s Compliance Officer to make certain changes to it.
Modifying or changing the amount, price, or timing of the purchase or sale of our securities underlying the 10b5-1 Plan (or a modification or change to a
written formula or algorithm, or computer program that affects the amount, price, or timing of the purchase or sale of such securities) (any such
modification or change, a “Plan Modification”) will be deemed to be the same as terminating such person’s existing 10b5-1 Plan and entering into a new
10b5-1 Plan. As a result, the approval process for a Plan Modification is the same as the approval process described above for initially adopting a 10b5-1
Plan, including being subject to a new Cooling-Off Period. We discourage making multiple Plan Modifications, as that may give the appearance that a
person is trading on material nonpublic information under the guise of that plan. Plan Modifications cannot be made during any Blackout Period, cannot
be made when a person is in possession of material nonpublic information and, in the case of Access Persons and Section 16 Persons, can only be made
during an open Trading Window.
Once a person has an approved 10b5-1 Plan in place, they will need approval from the Compliance Officer to terminate it.
Other Trading Arrangements
Covered Persons are not allowed to enter into “non-Rule 10b5-1 trading arrangements” (as defined in Regulation S-K Item 408(c)) unless otherwise
approved in advance by the Compliance Officer.
Priority of Statutory or Regulatory Trading Restrictions

The trading prohibitions and restrictions of this Policy are also subject to prohibitions or restrictions prescribed by contract or by federal and state
securities laws and regulations (e.g., contractual restrictions on the resale of securities, short-swing trading by Section 16 Persons or compliance with
Rule 144 under the Securities Act). Any Covered Person who is uncertain whether other prohibitions or restrictions apply should ask the Compliance
Officer.
Reporting Violations; Inquiries
The Compliance Officer or his or her designee will review, and either approve or prohibit, any proposed trades in Accel securities as required under this Policy,
including proposed trades by Section 16 Persons and Access Persons. The Compliance Officer will administer and interpret this Policy, and enforce compliance as
needed. The Compliance Officer may consult with Accel’s outside legal counsel as needed. The Compliance Officer may designate one or more individuals who
may perform the Compliance Officer’s duties in the event that the Compliance Officer is unable or unavailable to perform such duties.
Any Covered Person who violates this Policy or any federal or state laws governing insider trading or tipping, or knows of any such violation by any other
Covered Person, must report the violation immediately to the Compliance Officer.
Please direct all inquiries about this Policy to the Compliance Officer.
Trading by the Company
We will not transact in any Accel securities unless in compliance with applicable U.S. securities laws, rules and regulations and applicable New York Stock
Exchange listing standards.
Effective Date
The effective date of this Policy is February 22, 2023. The amendments to this Policy would not apply to any existing 10b5-1 Plan that was entered into prior to
the effective date of this Policy, except to the extent that a Plan Modification is made to such plan after the effective date of this Policy.
Defined Terms in the Insider Trading Policy
“10b5-1 Plan” means a written plan to trade securities that complies with the requirements of Rule 10b5-1 under the Exchange Act.
“Access Persons” means persons, other than Section 16 Persons, who have been designated by Accel as having regular access to material nonpublic information
about Accel in the normal course of their duties. Special provisions of this Policy, such as pre-approval of any trades, apply to Access Persons. The Access Persons
are listed on Exhibit A, provided that no such person listed on Exhibit A that is a Section 16 Person should be considered an Access Person. The Compliance
Officer may update and amend this list from time to time.
“Blackout Period” means any special trading blackout period specially designated by the Compliance Officer. It may apply to particular individuals or groups of
persons (including all Covered Persons), and last for such time as the Compliance Officer determines. No Covered Person may trade in Accel securities during any
such Blackout Periods and, in the case of Access Persons and Section 16 Persons, outside of the applicable Trading Windows.
“Board” means Accel’s Board of Directors.
“Compliance Officer” for this Policy refers to our Chief Legal Officer (or, if there is nobody with the Chief Legal Officer title, then the attorney in the Company’s
legal function with the most senior role); in his or her absence our Chief Financial Officer may serve as Compliance Officer.
“Covered Persons” refers to all Service Providers, members of their immediate families and persons sharing their households, and such persons’ affiliates and
associates. An affiliate of a Covered Person is a person, fund or other entity (such as a partnership, trust or corporation) who directly or indirectly controls or is
controlled by, or is under common control with such person. An associate of a Covered Person is (1) a fund or other entity (such as a partnership, trust or
corporation) (other than Accel or a majority-owned subsidiary of Accel) (i) which employs or retains the services of a Service Provider or a member of his or her
immediate family and persons sharing their households, or (ii) of which such person is directly or indirectly the beneficial owner of 10% or more of any class of
equity securities, or (2) any trust in which such person has a substantial beneficial interest or as to which such person serves as a trustee or in a similar capacity.

“Exchange Act” means the Securities Exchange Act of 1934, as amended from time to time.
“Accel”, “we”, “our” or “Company” means Accel Entertainment, Inc., a Delaware corporation, collectively with its subsidiaries.
“Policy” means this Accel Insider Trading Policy, as adopted and amended from time to time by the Board.
“SEC” means the U.S. Securities and Exchange Commission.
“Section 16 Persons” means (i) members of the Board and (ii) Accel’s officers (as defined in Rule 16a-1(f) of the Exchange Act). In addition to the provisions of
this Policy, Section 16 of the Exchange Act and the rules promulgated thereunder apply to Section 16 Persons.
“Securities Act” means the Securities Act of 1933, as amended from time to time.
“Service Provider” has the meaning set forth in General Overview above.
“Trading Window” means the period when trading is normally permitted by Access Persons and Section 16 Persons under the Policy. The Trading Window covers
the period beginning after the close of trading on the first full trading day following our widespread public release of quarterly or year-end operating results, and
ending at the close of trading on the fifteenth day of the third month of the then-current quarter.

Exhibit A
Access Persons
All Vice President level employees and above
All members of the Finance and Accounting functions
All members of the Legal function
The administrative assistants to the CEO and CFO

Frequently Asked Questions
What is “material nonpublic information?”
Information is “material” if it would be expected to affect the investment or voting decisions of a reasonable investor, or if the disclosure of the information would
be expected to alter significantly the total mix of the information in the marketplace about Accel. In simple terms, material information is any type of information
that could reasonably be expected to affect the market price of Accel’s securities. Both positive and negative information may be material.
The following types of information about Accel (among others) may be considered material:
•
Projections of future earnings or losses, or other earnings guidance.
•
Financial performance, especially quarterly and year-end revenues and earnings, and significant changes in financial performance or liquidity.
•
Financial and operational forecasts, including projections of future earnings or losses or other earnings guidance.
•
Key operational metrics such as hold-per-day and number of licensed establishments.
•
State of Illinois Gaming Board revenue data, to the extent it may be available before being made available to the public.
•
Significant communications to or from regulatory agencies, or other significant regulatory developments.
•
New product launches or the introduction of new business strategies.
•
The status of Accel’s progress toward achieving significant Accel goals.
•
Significant developments regarding Accel’s products, technology or business operations.
•
Potential material mergers and acquisitions or material sales of Accel assets or subsidiaries or other strategic transactions.
•
Significant developments regarding customers, vendors, suppliers, partners or financing sources, such as the acquisition or loss of a significant contract.
•
Stock splits, public or private securities/debt offerings, or changes in Accel dividend policies or amounts.
•
Significant changes in senior management.
•
Restatements of historical financial statements.
•
New major contracts, customers, suppliers, or the loss of a major customer or supplier.
•
Initiation or resolution of significant litigation or regulatory proceedings.
•
Potential defaults under the Company’s credit agreements or indentures, or the existence of material liquidity deficiencies.
•
Potential restatements of the Company’s financial statements, changes in the Company’s auditor or notification that the Company may no longer rely on
an auditor’s report.
The SEC has stated there is no fixed quantitative threshold amount for determining materiality, and that even very small quantitative changes can be qualitatively
material if they would result in a movement in the price of Accel’s securities.
Information is “nonpublic” if it has not been widely disseminated to the public (e.g., through major newswire services, national news services, SEC Form 8-K or
other filings, webcasts or financial news services). By contrast, information would likely not be considered widely disseminated if it is available only to Accel’s
employees, or if it is only available to a select group of analysts, brokers, and institutional investors. For the purposes of this Policy, information will be considered
public, i.e., no longer “nonpublic,” only after the close of trading on the first full trading day following Accel’s widespread public release of the information.
Depending on the particular circumstances, Accel may determine that a longer or shorter period should apply to the release of specific material non-public
information.
Covered Persons who are unsure whether the information that they possess is material or nonpublic are encouraged to consult the Compliance Officer for
guidance.
What is Insider Trading?
Insider trading is illegal and prohibited. Insider trading occurs when a person who is aware of material non- public information about a company buys or sells that
company’s securities or provides material non-public information to another person who may trade on the basis of that information.

What are the penalties for failing to comply with this Policy?
The consequences of prohibited insider trading or tipping can be severe. Persons violating insider trading or tipping laws may be required to disgorge profits made
or losses avoided by trading, pay the loss suffered by the persons who purchased securities from or sold securities to the insider tippee, pay civil penalties of up to
three times the profit made or loss avoided, pay a criminal penalty of up to $5 million for individuals and $25 million for entities and serve a prison term of up to
20 years. Accel and/or the supervisors of the person violating the rules may also be required to pay major civil or criminal penalties and could under certain
circumstances be subject to private lawsuits by contemporaneous traders for damages suffered as a result of illegal insider trading or tipping by persons under
Accel’s control.
Violation of this Policy, or federal or state securities laws governing insider trading, may subject the violator to disciplinary action by Accel up to and including
termination of employment for cause (in the case of an employee) or removal proceedings (in the case of a Board member). A violation of this Policy is not
necessarily the same as a violation of law. In fact, for the reasons indicated above, this Policy is intended to be broader than the law. Accel reserves the right to
determine, in its own discretion and on the basis of the information available to it, whether this Policy has been violated. Accel may determine that specific
conduct violates this Policy, whether or not the conduct also violates the law. It is not necessary for Accel to await the filing or conclusion of a civil or criminal
action against the alleged violator before taking disciplinary action.
Are these FAQs part of the Insider Trading Policy?
Yes, these FAQs are part of this Policy, and you must comply with their provisions.
How does this Policy apply to trades under Accel’s Equity Incentive Plan?
This Policy applies to all transactions involving Accel’s securities, including options to purchase Accel common stock and RSUs. However, there are certain
exceptions related to options and RSUs granted under Accel’s Equity Incentive Plan, as described below.
Options. The trading restrictions of this Policy do not apply to the following:
•
Exercising stock options granted under Accel’s Equity Incentive Plan for cash or by delivering to Accel previously owned Accel stock or through a net
exercise of a stock option that is permitted by Accel’s Equity Incentive Plan and that does not involve a sale of shares in the open market.
•
Payment of taxes in connection with exercising stock options granted under Accel’s Equity Incentive Plan pursuant to net withholding arrangements
approved by Accel for the payment of taxes upon the exercise of stock options and that does not involve a sale of shares in the open market.
However, the sale of any shares issued on the exercise of Accel-granted stock options, as well as any cashless exercise of Accel -granted stock options in which
stock is sold on the open market to pay the exercise price or taxes (i.e., “same-day sales”) are subject to trading restrictions under this Policy.
RSUs. The trading restrictions of this Policy do not apply to settlement of RSUs pursuant to a net settlement or a “sale to cover” for non-discretionary, automatic
tax withholdings initiated and approved by Accel for the payment of taxes upon the vesting of RSUs.
I know trades in Accel securities are not permitted for Access Persons and Section 16 Persons in a closed Trading Window. If I am an Access Person or
Section 16 Person, can I still exercise a stock option during a closed Trading Window, if I am not going to sell any shares?
Yes. For clarity, the exercise of a vested stock option, not accompanied by a sale, is not considered a “trade” under this Policy.
How does this Policy apply to trades under an employee stock purchase plan adopted by Accel?
The trading prohibitions and restrictions of this Policy will not apply to periodic wage withholding contributions to an employee stock purchase plan adopted by
Accel that are used to purchase Accel securities. However, no Covered Persons may alter his or her instructions about the level of withholding or purchase of
Company securities under that plan while in the possession of material nonpublic information about Accel, or during a Blackout Period. Sales of Accel securities
acquired under that plan are subject to this Policy.

What are the procedures for getting approval of a proposed trade in compliance with this Policy?
No Section 16 Person or Access Person may trade in Company securities until the following steps are completed:
(a) Section 16 Persons and Access Persons must request approval for the trade from the Compliance Officer in writing as set forth in the applicable
certification form included in Annex A hereto, including specifying the amount and nature of the proposed trade. The person trading must also certify to
the Compliance Officer in writing no earlier than two business days prior to the proposed trade that (i) such person is not in possession of material
nonpublic information concerning Accel and (ii) the proposed trade does not violate the trading restrictions of Section 16 of the Exchange Act, Rule 144
of the Securities Act (if applicable) or any other securities laws. The application for Access Persons and Section 16 Persons to request approval for trades,
is also available by emailing complianceofficer@accelentertainment.com.
(b) The Compliance Officer has approved the trade in writing including via email. The Compliance Officer is not obligated to approve any trades
requested by any person. The Compliance Officer may, in their sole discretion, impose additional requirements or make additional requests in connection
with any particular trade requests.
What does “immediate family member” mean?
For purposes of this Policy, an immediate family member means any child, stepchild, parent, stepparent, spouse, sibling, mother-in-law, father-in-law, son-in-law,
daughter-in-law, brother-in-law, or sister-in-law of a person security holder, and includes any person (other than a tenant or employee) sharing the household of
that person.
Is a gift of Accel stock covered by this Policy?
Yes. A Covered Person may not make a gift, charitable contribution or other transfer without consideration, of Company securities during a period when that
Covered Person is not permitted to trade. In addition Section 16 Persons must notify the Compliance Officer of any such gifts or transfers.
Is a distribution of Accel stock to the limited partners of a partnership, the stockholders of a corporation, or other affiliated entities covered by this
Policy?
Yes. An entity over which a Covered Person has or shares voting or investment control may not distribute Company securities to its affiliates, limited partners,
general partners, members, stockholders or other equityholders during a period when the Covered Person is not permitted to trade, unless the limited partners,
general partners or stockholders of that entity have agreed in writing to hold the securities until such period expires.
Is a purchase of Accel stock considered a “trade” under this Policy? Or only sales of Accel stock?
Both purchases and sales of Accel stock are considered “trades” under the Policy.
Are transactions in derivative securities covered by this Policy?
Yes. No Covered Person may acquire, sell, trade or participate in any interest or position relating to the future price of Accel securities, such as a put option, a call
option, or a short sale (including a short sale “against the box”).
What is a short sale, and what is a short sale “against the box?”
A short sale is a sale of securities that you do not own (i.e. borrowed securities). A short sale “against the box” is a sale of securities you own, but with delayed
delivery.
Are contributions to exchange funds covered by this Policy?
Yes. No Covered Person may contribute Accel securities to exchange funds that could be interpreted as having the effect of hedging in Accel securities.

Are standing and limit orders covered by this Policy?
Unless part of a 10b5-1 Plan, standing or limit orders should be used only for a very brief period of time, if at all. A standing order placed with a broker to sell or
purchase Accel stock at a specified minimum or maximum price leaves you with no control over the timing of the transaction. The limit order could be executed
by the broker when you are aware of material nonpublic information, which would result in unlawful insider trading. Irrespective, for Section 16 and Access
Persons, they cannot extend beyond either the Trading Window or the preclearance period.
Can I hold Accel securities in a margin account?
Securities held in a margin account or pledged as collateral for a loan may be sold without your consent— by the broker if you fail to meet a margin call, or by the
lender in foreclosure if you default on the loan. Because a margin or foreclosure sale may occur at a time when you are aware of material nonpublic information or
otherwise are not permitted to trade in Accel securities, you are prohibited from holding Accel securities in a margin account or pledging Accel securities as
collateral for a loan (other than the limited exception described below for non-margin debt).
Under what circumstances can I pledge Accel securities as collateral for a loan?
An exception to the prohibition on using Accel securities as collateral for a loan (not including margin debt) may be granted by the Compliance Officer where you
have clearly demonstrated the financial capacity to repay the loan without resorting to the pledged securities. If you wish to pledge Accel securities as collateral for
a loan, you must submit a request for approval to the Compliance Officer at least two weeks prior to the proposed execution of documents evidencing the proposed
pledge.
I have a hardship or other urgent need to sell Company shares, or exercise a stock option so I can sell some Company shares. Is that okay?
It does not matter that there may exist a justifiable reason for a purchase or sale apart from the material nonpublic information; if the Covered Person has material
nonpublic information, the prohibition still applies.
I know that disclosures of material nonpublic information are prohibited under this Policy; is it okay if I monitor or participate in a chat room?
No. A Covered Person may not participate, in any manner other than passive observation, in any investment or stock-related Internet “chat” rooms, blogs, social
media sites, message boards or other similar online forums relating to Accel without the prior approval of the Compliance Officer and in compliance with Accel’s
Corporate Communications and Social Media Policies and any other applicable policy.
What are the procedures for trading under a 10b5-1 Plan?
In addition to the procedures for trades not under a 10b5-1 Plan, the person seeking to trade under a 10b5-1 Plan must put in place such a plan that complies with
the requirements of Rule 10b5-1. The Compliance Officer approval of a 10b5-1 Plan shall not be considered a determination by Accel or the Compliance Officer
that the 10b5-1 Plan satisfies the requirements of Rule 10b5-1. Accel reserves the right to prevent any transactions in Accel securities, even those pursuant to a
10b5-1 Plan, in the sole discretion of the Compliance Officer.
No trades shall be treated as having been made pursuant to a 10b5-1 Plan under this Policy unless:
(a) The 10b5-1 Plan complies with the requirements of Rule 10b5-1 under the Exchange Act and this Policy;
(b) The 10b5-1 Plan is pre-approved by the Compliance Officer in writing, is not entered into during any Blackout Period and, in the case of Access Persons
and Section 16 Persons, is entered into during an open Trading Window;
(c) the first trade under the 10b5-1 Plan does not occur (i) for a Section 16 Person: until the later of (A) ninety (90) days after adoption of the 10b5-1 Plan
and (B) two (2) business days following the disclosure of the Company’s financial results in a Form 10-Q or Form 10-K for the completed fiscal quarter
in which the 10b5-1 Plan was adopted that discloses the Company’s financial results (but not to exceed 120 days following the adoption of the 10b5-1
Plan); and (ii) for persons other than Section 16 Persons: thirty (30) days after adoption of the 10b5-1 Plan, in each case, following our Compliance
Officer’s approval of the 10b5-1 Plan. These waiting periods are collectively referred to as the “Cooling-Off Period;”

(d) the 10b5-1 Plan is not a single-trade 10b5-1 Plan adopted during the 12-month period immediately following the person’s adoption of another single-trade
10b5-1 Plan, subject to the exceptions noted in Rule 10b5-1, which are provided for you in Annex B;
(e) the person establishing the 10b5-1 Plan has certified to the Compliance Officer in writing in the applicable form set forth in Annex A, no earlier than two
business days prior to the date that the 10b5-1 Plan is formally established (and shall not have withdrawn such certification prior to such establishment),
that (i) such person is not, and to their knowledge, will not be, in possession of material nonpublic information concerning Accel and all such trades to be
made pursuant to the 10b5-1 Plan will be made in accordance with the trading restrictions of Section 16 of the Exchange Act and Rule 144 of the
Securities Act to the extent applicable; (ii) the 10b5-1 Plan complies with the requirements of Rule 10b5-1; (iii) all trades to be made pursuant to the
10b5‑1 Plan will be in accordance with applicable SEC rules; (iv) such person is adopting the 10b5‑1 Plan in good faith and not as part of a plan or
scheme to evade the prohibitions of Section 10(b) of the Exchange Act and Rule 10b-5 of the Exchange Act; and (v) such person will act in good faith
with respect to the 10b5-1 Plan throughout its duration. The person adopting the 10b5-1 Plan must notify the Compliance Officer promptly via email and
withdraw the certification if any changes of circumstances prior to the adoption date of the 10b5-1 Plan have or will render such certification to be
inaccurate as of that time; and
(f)
a person may have no more than one 10b5-1 Plan adopted at any point in time (i.e., multiple concurrent or overlapping plans are prohibited), subject to
the exceptions noted in Rule 10b5-1, which are provided for you in Annex B. One of these exceptions is for plans authorizing certain “sell-to-cover”
transactions.
The Compliance Officer is not obligated to approve any trades requested by any person, or to approve any 10b5-1 Plan. When approval is sought, there is no set
timeline for how long such approval might take.
The establishment and implementation of any 10b5-1 Plan shall be the sole responsibility of the person seeking to establish such a plan.
Once a person has an approved 10b5-1 Plan in place, such person will need approval from Accel’s Compliance Officer to make certain changes to it. Modifying or
changing the amount, price, or timing of the purchase or sale of our securities underlying the 10b5-1 Plan (or a modification or change to a written formula or
algorithm, or computer program that affects the amount, price, or timing of the purchase or sale of such securities) (any such modification or change, a “Plan
Modification”) will be deemed to be the same as terminating such person’s existing 10b5-1 Plan and entering into a new 10b5-1 Plan. As a result, the approval
process for a Plan Modification is the same as the approval process described above for initially adopting a 10b5-1 Plan, including being subject to a new Cooling-
Off Period. We discourage making multiple Plan Modifications, as that may give the appearance that a person is trading on material nonpublic information under
the guise of that plan. Plan Modifications cannot be made during any Blackout Period, cannot be made when a person is in possession of material nonpublic
information and, in the case of Access Persons and Section 16 Persons, can only be made during an open Trading Window.
A 10b5-1 Plan may be terminated with immediate effect provided such request for termination has been approved by the Compliance Officer. Once a 10b5-1 Plan
is terminated, any new plan adopted post- termination must meet the requirements above for new 10b5-1 Plans.
Once a 10b5-1 Plan is adopted, the person must not exercise any influence over the amount of securities to be traded, the price at which they are to be traded or the
date of the trade. The 10b5-1 Plan must either:
•
Clearly specify in advance the amount, pricing and timing of transactions (including by formula or algorithm), or
•
Delegate discretion on those matters to an independent third party (such as a securities broker or investment manager). Of course, the independent third
party cannot make discretionary investment decisions on behalf of the individual while the independent third party is in possession of material nonpublic
information about Accel.
Unless otherwise approved by the Compliance Officer and Chief Financial Officer, all 10b5-1 Plans must be implemented through a broker included in a list
approved by the Compliance Officer. The Compliance Officer may amend this list from time to time.
What are my obligations once I am no longer providing services to Accel?
If you are an Access Person or Section 16 Person, you should observe the Trading Window restrictions for 90 days following the termination of your employment
or service relationship. Further, if you are a Covered Person and you are aware of material nonpublic information when your employment or service relationship
terminates, you may not trade in Accel securities until that information has become public or is no longer material.

How does this Policy apply to trades by the Compliance Officer?
The Compliance Officer may not trade in Company securities unless the trade has been approved by Accel’s Chief Financial Officer (or Chief Executive Officer if
the Compliance Officer is the Chief Financial Officer) in accordance with this Policy.
What additional duties does the Compliance Officer have?
In addition to the duties of the Compliance Officer specified in the Policy, the Compliance Officer or its designee, shall:
•
Respond to inquiries relating to this Policy and its procedures.
•
Designate and announce special trading Blackout Periods during which Covered Persons may not trade in Company securities.
•
Revise this Policy as necessary to reflect changes in federal or state laws and regulations, subject to approval by the Board or a duly authorized committee
thereof. The list of individuals who may adopt 10b5-1 Trading Plans and the list of Access Persons may be amended by the Compliance Officer.
•
Maintain as Company records originals or copies of all documents required by the provisions of this Policy or the procedures set forth herein, and copies
of all required SEC reports relating to insider trading, including without limitation Forms 3, 4, 5 and 144 and Schedules 13D and 13G.
Can this Policy be amended, and if so, by whom?
The Policy may be amended, modified or waived at any time by the Company’s Board. For the avoidance of doubt, unless explicitly stated by the Board, any
waiver, amendment or modification of the Policy by the Board shall not be considered a waiver of the Company’s Code of Business Conduct and Ethics.
What if I have additional questions?
If you have any questions about any aspect of this policy, you are encouraged to contact the Compliance Officer at ComplianceOfficer@accelentertainment.com.

Annex A
[Form of Pre-Approval for Trading by Access Persons and Section 16 Persons]
I hereby give advance notice to the Compliance Officer of Accel Entertainment Inc. (the “Company”) and seek pre-approval with respect to the following:
I intend to [purchase] [sell] up to [[$ amount] of][number] shares of Company common stock. [provide any other relevant details]
I hereby certify as of the date hereof that:
•
I have previously received and am familiar with the Company’s insider trading policy;
•
I have complied with all procedures established by the Company’s insider trading policy in connection with the transaction described above;
•
I am not, and to my knowledge, will not be, in possession of material nonpublic information concerning the Company; and
•
The transaction described above does not violate the trading restrictions of Section 16 of the Exchange Act, Rule 144 of the Securities Ace (if applicable)
or any other securities laws.
[Form of Pre-Approval for 10B5-1 Plans for Covered Persons]
I hereby give advance notice to the Compliance Officer of Accel Entertainment Inc. (the “Company”) and seek pre-approval with respect to the following written
plan to trade shares of Company common stock (the “Plan”) that intend to enter into:
The Plan provides for the [purchase] [sale of] up to [[$ amount] of][number] shares of Company common stock over the period beginning on [date] to [date].
[provide other relevant details, including name of broker, price parameters, written formula or algorithm, etc.]
I hereby certify as of the date hereof that:
•
I have previously received and am familiar with the Company’s insider trading policy;
•
I have complied with all procedures established by the Company’s insider trading policy in connection with the Plan;
•
I am not, and to my knowledge, will not be, in possession of material nonpublic information concerning the Company and all trades to be made pursuant
to the Plan will be made in accordance with the trading restrictions of Section 16 of the Exchange Act and Rule 144 of the Securities Act to the extent
applicable;
•
the Plan complies with the requirements of Rule 10b5-1 of the Exchange Act;
•
all trades to be made pursuant to the Plan will be in accordance with applicable SEC rules;
•
I am adopting the Plan in good faith and not as part of a plan or scheme to evade the prohibitions of Section 10(b) of the Exchange Act and Rule 10b-5 of
the Exchange Act; and
•
I will act in good faith with respect to the Plan throughout its duration.
I further confirm that I will notify the Compliance Officer promptly via email and withdraw this certification if any changes of circumstances prior to the adoption
date of the 10b5-1 Plan have or will render such certification to be inaccurate as of that time.

Annex B
Exceptions to the Multiple, Overlapping 10b5-1 Plan Restriction
Such exceptions are:
•
An eligible “sell-to-cover” 10b5-1 Plan where such plan authorizes an agent to sell only such securities as are necessary to satisfy tax withholding
obligations arising exclusively from the vesting of a compensatory award, such as restricted stock or stock appreciation rights, and the Covered Person
does not otherwise exercise control over the timing of such sales. For the avoidance of doubt, this exception does not extend to sales incident to the
exercise of option awards.
•
A series of separate contracts with different broker-dealers or other agents acting on behalf of the person (other than the Company) to execute trades
thereunder may be treated as a single 10b5-1 Plan, provided that the individual constituent contracts with each broker-dealer or other agent, when taken
together as a whole, meet all of the applicable conditions of and remain collectively subject to the provisions of Rule 10b5-1, including that a
modification of any individual contract acts as modification of the whole 10b5-1 Plan, as defined in Rule 10b5-1(c)(1)(iv). The substitution of a broker-
dealer or other agent acting on behalf of the person (other than the Company) for another broker-dealer that is executing trades pursuant to a 10b5-1 Plan
shall not be a “Plan Modification” as long as the purchase or sales instructions applicable to the substitute and substituted broker are identical with respect
to the prices of securities to be purchased or sold, dates of the purchases or sales to be executed, and amount of securities to be purchased or sold.
•
One later-commencing 10b5-1 Plan for purchases or sales of any securities of the Company on the open market under which trading is not authorized to
begin until after all trades under the earlier-commencing 10b5-1 Plan are completed or expired without execution. However, the first trade under such
later-commencing 10b5-1 Plan must be scheduled after the “Effective Cooling-Off Period,” or the Cooling-Off Period that would be applicable to the
later-commencing 10b5-1 Plan if the date of adoption of the later-commencing 10b5-1 Plan were deemed to be the date of termination of the earlier-
commencing 10b5-1 Plan.
Exceptions to the Single-Trade 10b5-1 Plan Restriction
There is an exception for eligible “sell-to-cover” 10b5-1 Plans where the plan authorizes an agent to sell only such securities as are necessary to satisfy tax
withholding obligations arising exclusively from the vesting of a compensatory award, such as restricted stock or stock appreciation rights, and the Covered
Person does not otherwise exercise control over the timing of such sales.

Exhibit 21.1
ACCEL ENTERTAINMENT, INC.
SUBSIDIARIES OF THE REGISTRANT
Name of Subsidiary
State or Jurisdiction of Incorporation/Organization
Accel 1421 Harlem, LLC
Illinois
Accel 3315 Main, LLC
Illinois
Accel 6239 Second, LLC
Illinois
Accel 8150 Cicero, LLC
Illinois
Accel 14753 Cicero, LLC
Illinois
Accel Abraham Facility, LLC
Illinois
Accel Daimler, LLC
Illinois
Accel Entertainment LLC
Delaware
Accel Entertainment Gaming, LLC
Illinois
Accel Entertainment Gaming (MO), LLC
Missouri
Accel Entertainment Gaming (PA), LLC
Pennsylvania
Accel Kennedy, LLC
Illinois
Accel Kinzie, LLC
Illinois
Accel Momence Watseka LLC
Illinois
AE Gaming (LA), LLC
Louisiana
Bulldog Gaming, LLC
Georgia
Bulldog Holdings, LLC
Georgia
Century Gaming, Inc.
Montana
Elsie LLC
Louisiana
Fairmount Holdings, Inc.
Illinois
Fairmount Park, Inc.
Illinois
Grand River Amusements LLC
Illinois
Grand River Jackpot, LLC
Illinois
Grand Vision Gaming LLC
Montana
Grizzly Hospitality Services, LLC
Montana
Grizzly – 24th Street Station Beverages, LLC
Montana
Grizzly – Aces Tavern, LLC
Montana
Grizzly – Aces Tavern Beverages, LLC
Montana
Grizzly - Doc & Eddy's, LLC
Montana
Grizzly - Doc & Eddy's Beverages, LLC
Montana
Grizzly – Howard’s Pizza 1st Avenue, LLC
Montana
Grizzly – Howard’s Pizza 1st Avenue Beverages, LLC
Montana
Grizzly – Howard’s Pizza 3rd Avenue, LLC
Montana
Grizzly – Howard’s Pizza 3rd Avenue Beverages, LLC
Montana
Grizzly – Howard’s Pizza 6th Avenue, LLC
Montana
Grizzly – Howard’s Pizza 6th Avenue Beverages, LLC
Montana
Grizzly - Holiday, LLC
Montana
Grizzly - Jorgenson's Beverages, LLC
Montana
Grizzly – Lucky 7’s Beverages, LLC
Montana
Grizzly - Rendezvous Beverages, LLC
Montana
Grizzly - Rendezvous, LLC
Montana

Hawkeye Gaming, LLC
Iowa
Husker Gaming, LLC
Nebraska
Old North State Gaming, LLC
North Carolina
Rodeo Gaming, LLC
Wyoming
Sporty's, LLC
Louisiana
Toucan Device Owner, LLC
Louisiana
Toucan Gaming, LLC
Delaware
United Coin Machine, Co.
Nevada
United Ventures Unlimited, L.L.C.
Louisiana
WY Properties LLC
Louisiana

Exhibit 23
Consent of Independent Registered Public Accounting Firm
We consent to the incorporation by reference in the registration statements (Nos. 333-236049 and 333-273677) on Form S-8 and the registration statement (No.
333-236501) on Form S-3 of our report dated March 3, 2025, with respect to the consolidated financial statements of Accel Entertainment, Inc. and the
effectiveness of internal control over financial reporting.
/s/ KPMG LLP
Chicago, Illinois
March 3, 2025

Exhibit 31.1
Certification of Principal Executive Officer
I, Andrew Rubenstein, certify that:
1. I have reviewed this Annual Report on Form 10-K of Accel Entertainment, Inc.;
2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements
made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial
condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4. The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act
Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and
have:
a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that
material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during
the period in which this report is being prepared;
b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to
provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance
with generally accepted accounting principles;
c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the
disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal
quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the
registrant’s internal control over financial reporting; and
5. The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the
registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to
adversely affect the registrant’s ability to record, process, summarize and report financial information; and
b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over
financial reporting.
Date: March 3, 2025
/s/ Andrew Rubenstein
Andrew Rubenstein
Chief Executive Officer (Principal Executive Officer)

Exhibit 31.2
Certification of Principal Financial Officer
I, Mathew Ellis, certify that:
1. I have reviewed this Annual Report of Form 10-K of Accel Entertainment, Inc.;
2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements
made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial
condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4. The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act
Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and
have:
a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that
material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during
the period in which this report is being prepared;
b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to
provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance
with generally accepted accounting principles;
c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the
disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal
quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the
registrant’s internal control over financial reporting; and
5. The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the
registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to
adversely affect the registrant’s ability to record, process, summarize and report financial information; and
b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over
financial reporting.
Date: March 3, 2025
/s/ Mathew Ellis
Mathew Ellis
Chief Financial Officer (Principal Financial Officer)

Exhibit 32.1
Section 1350 Certification of Principal Executive Officer
In connection with the Annual Report of Form 10-K of Accel Entertainment, Inc. (the “Company”) for the year ended December 31, 2024 as filed with the
Securities and Exchange Commission on the date hereof (the “Report”), I, Andrew Rubenstein, Chief Executive Officer of the Company, certify, to the best of my
knowledge and belief, pursuant to 18 U.S.C. § 1350, as adopted pursuant to § 906 of the Sarbanes-Oxley Act of 2002, that:
(1)
The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934 (15 U.S.C. 78m(a) or 78o(d));
and
(2)
The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
/s/ Andrew Rubenstein
Andrew Rubenstein
Chief Executive Officer (Principal
Executive Officer)
Date: March 3, 2025
This certification accompanies the Annual Report of Form 10-K to which it relates, is not deemed filed with the Securities and Exchange Commission and is not to
be incorporated by reference into any filing of Accel Entertainment, Inc. under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as
amended (whether made before or after the date of the Annual Report of Form 10-K), irrespective of any general incorporation language contained in such filing.

Exhibit 32.2
Section 1350 Certification of Principal Financial Officer
In connection with the Annual Report of Form 10-K of Accel Entertainment, Inc. (the “Company”) for the year ended December 31, 2024 as filed with the
Securities and Exchange Commission on the date hereof (the “Report”), I, Mathew Ellis, Chief Financial Officer of the Company, certify, to the best of my
knowledge and belief, pursuant to 18 U.S.C. § 1350, as adopted pursuant to § 906 of the Sarbanes-Oxley Act of 2002, that:
(1)
The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934 (15 U.S.C. 78m(a) or 78o(d));
and
(2)
The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
/s/ Mathew Ellis
Mathew Ellis
Chief Financial Officer (Principal
Financial Officer)
Date: March 3, 2025
This certification accompanies the Annual Report of Form 10-K to which it relates, is not deemed filed with the Securities and Exchange Commission and is not to
be incorporated by reference into any filing of Accel Entertainment, Inc. under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as
amended (whether made before or after the date of the Annual Report of Form 10-K), irrespective of any general incorporation language contained in such filing.