0001698991true00016989912022-06-012022-06-01

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

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

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

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

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

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




On June 1, 2022, Accel Entertainment, Inc. (the “Company”) filed a Current Report on Form 8-K (the “Original Report”) under Item 2.01 to report its previously announced acquisition of all of the outstanding equity interests of Century Gaming Inc. (“Century”), a Montana corporation (the “Acquisition”), pursuant to the terms of a Securities Purchase Agreement (the “Purchase Agreement”), dated March 2, 2021, by and among Century, the shareholders of Century (the “Sellers”), the Company, Accel Entertainment LLC, and Steven W. Arntzen as the Sellers representative. At the time of the Original Report, the financial statements of Century and the unaudited pro forma financial information required by Item 9.01(a) and (b) of Form 8-K were not available. The Company is filing this Amendment No. 1 on Form 8-K/A to the Original Report (this “Amendment”) to provide the financial statements of Century and the unaudited pro forma financial information required by Item 9.01(a) and (b) of Form 8-K.
The unaudited pro forma financial information included in this Amendment has been presented for informational purposes only, as required by Form 8-K. It does not purport to represent the actual results of operations that the Company and Century would have achieved had the companies been combined during the periods presented in the pro forma financial information and is not intended to project the future results of operations that the combined company may achieve after completion of the Acquisition. Except as described above, all other information in the Filing remains unchanged.

Item 9.01 Financial Statements and Exhibits.
(a) Financial Statements of Businesses Acquired.
The audited consolidated financial statements of Century as of and for the fiscal year ended June 30, 2021 required by Item 9.01(a) of Form 8-K are attached hereto as Exhibit 99.1 hereto and are incorporated herein by reference.
The unaudited interim financial statements of Century as of and for the nine months ended March 31, 2022 required by Item 9.01(a) of Form 8-K are attached hereto as Exhibit 99.2 hereto and are incorporated herein by reference.

(b) Pro Forma Financial Information
The unaudited pro forma financial information required by Item 9.01(b) of Form 8-K is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

(d) Exhibits
Exhibit
Number
Description
23.1
99.1
99.2
99.3
104Cover Page Interactive Data File (embedded within the Inline XBRL document)




SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
 
ACCEL ENTERTAINMENT, INC.
Date: August 15, 2022By:/s/ Mathew Ellis
Mathew Ellis
Chief Financial Officer
 



exhibit23
Consent of Independent Auditor We consent to the incorporation by reference in the Registration Statement on Form S-8 (File No. 333- 236049) and the Registration Statement on Form S-3 (File No. 333-236501) of Accel Entertainment, Inc. of our report dated August 8, 2022, relating to the consolidated financial statements of Century Gaming, Inc. and its subsidiaries as of and for the fiscal year ending June 30, 2021. Junkermier, Clark, Campenlla, Stevens, P.C. Kalispell, Montana August 12, 2022 35 Three Mile Dr, Suite 101 / Kalispell, MT 59901 Of ce: (406) 755-3681 / Fax: (406) 755-6661 / jccscpa.com


 

audited2021-06x30century
CONSOLIDATED FINANCIAL STATEMENTS AND INDEPENDENT AUDITORS' REPORT CENTURY GAMING, INC. JUNE 30, 2021 AND 2020


 
CENTURY GAMING, INC. TABLE OF CONTENTS AUDITED FINANCIAL STATEMENTS Page Independent auditors' report ................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................1 - 2 Consolidated balance sheets ................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................3 Consolidated statements of income and retained (deficit) ................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................4 Consolidated statements of cash flows ................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................5 Notes to consolidated financial statements ................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................6 - 18 SUPPLEMENTARY INFORMATION Consolidating balance sheets ................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................19 - 20 Consolidating statements of income and retained (deficit) ................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................21 - 22 Consolidating statements of cash flows ................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................23 - 24


 
INDEPENDENT AUDITORS' REPORT To the Shareholders Century Gaming, Inc. Billings, Montana We have audited the accompanying consolidated financial statements of Century Gaming, Inc. (a Montana C-Corporation) and subsidiaries, which comprise the consolidated balance sheets as of June 30, 2021 and 2020, and the related consolidated statements of income, retained (deficit), and cash flows for the years then ended, and the related notes to the financial statements. Management's Responsibility for the Financial Statements Management is responsible for the preparation and fair presentation of these consolidated financial statements in accordance with accounting principles generally accepted in the United States of America; this includes the design, implementation, and maintenance of internal control relevant to the preparation and fair presentation of consolidated financial statements that are free from material misstatement, whether due to fraud or error. Auditors' Responsibility Our responsibility is to express an opinion on these consolidated financial statements based on our audits. We conducted our audits in accordance with auditing standards generally accepted in the United States of America. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free from material misstatement. An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the consolidated financial statements. The procedures selected depend on the auditors' judgment, including the assessment of the risks of material misstatement of the consolidated financial statements, whether due to fraud or error. In making those risk assessments, the auditors consider internal control relevant to the entity's preparation and fair presentation of the consolidated financial statements in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the entity's internal control. Accordingly, we express no such opinion. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of significant accounting estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion. Opinion In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of Century Gaming, Inc. and subsidiaries as of June 30, 2021 and 2020, and results of their operations and their cash flows for the years then ended in accordance with accounting principles generally accepted in the United States of America. -1- 35 Three Mile Dr, Suite 101 / Kalispell, MT 59901 Of ce: (406) 755-3681 / Fax: (406) 755-6661 / jccscpa.com


 
Report on Consolidating Information Our audits were conducted for the purpose of forming an opinion on the consolidated financial statements as a whole. The consolidating information in Schedules I - III is presented for purposes of additional analysis of the consolidated financial statements rather than to present the financial position, results of operations, and cash flows of the individual companies, and it is not a required part of the consolidated financial statements. Such information is the responsibility of management and was derived from and relates directly to the underlying accounting and other records used to prepare the consolidated financial statements. The consolidating information has been subjected to the auditing procedures applied in the audit of the consolidated financial statements and certain additional procedures, including comparing and reconciling such information directly to the underlying accounting and other records used to prepare the consolidated financial statements or to the consolidated financial statements themselves, and other additional procedures in accordance with auditing standards generally accepted in the United States of America. In our opinion, the consolidating information is fairly stated in all material respects in relation to the consolidated financial statements as a whole. Junkermier, Clark, Campanella, Stevens, P.C. Kalispell, Montana October 13, 2021 -2-


 
CENTURY GAMING, INC. CONSOLIDATED BALANCE SHEETS JUNE 30, 2021 AND 2020 2021 2020 ASSETS Current Assets Cash and cash equivalents $ 33,806,516 $ 19,545,139 Accounts receivable, net of allowance for doubtful accounts of $97,337 and $117,744 6,126,020 6,223,489 Advances and notes receivable, current 614,237 610,125 Inventory 5,573,054 5,507,274 Prepaid expenses and other 2,511,459 2,753,031 Total Current Assets 48,631,286 34,639,058 Advances and notes receivable, net of allowance for doubtful accounts of $0 and $0, less current portion - 140,985 Property and equipment, net of accumulated depreciation of $62,568,379 and $59,027,743 18,320,001 19,406,030 Intangible assets, net of accumulated amortization of $75,226,058 and $72,746,401 8,585,188 10,635,164 Goodwill 14,680,693 14,680,693 Deferred taxes 2,385,416 3,647,430 TOTAL ASSETS $ 92,602,584 $ 83,149,360 LIABILITIES AND STOCKHOLDERS' (DEFICIT) Current Liabilities Accounts payable $ 4,995,085 $ 5,723,339 Accrued expenses 6,554,867 3,849,725 Current maturities of long-term debt 68,381,099 4,392,198 Total Current Liabilities 79,931,051 13,965,262 Deferred taxes 528,027 582,059 Long-term debt, less current portion 53,632,275 118,711,823 Total Liabilities 134,091,353 133,259,144 Stockholders' (Deficit) Common stock, no par value, 50,000 shares authorized, 2,325.64 and 2,110 shares issued and outstanding 2,651,094 2,651,094 Additional paid-in capital 4,323,071 4,323,071 Less: Treasury stock (550,000) (550,000) Accumulated (deficit) (47,912,934) (56,533,949) Total Stockholders' (Deficit) (41,488,769) (50,109,784) TOTAL LIABILITIES AND STOCKHOLDERS' (DEFICIT) $ 92,602,584 $ 83,149,360 See notes to financial statements -3-


 
CENTURY GAMING, INC. CONSOLIDATED STATEMENTS OF INCOME AND RETAINED (DEFICIT) YEARS ENDED JUNE 30, 2021 AND 2020 2021 2020 Revenue Net win from gaming devices $ 212,295,739 $ 159,573,248 Proprietary game fees 6,273,299 5,261,131 Sales 13,581,254 11,464,508 Other revenue 10,596,886 8,336,629 Total Revenue 242,747,178 184,635,516 Cost of Revenue Gaming device locations' rents and participation costs 159,700,762 119,630,268 Other gaming device route operation costs 20,571,071 15,806,473 Cost of goods sold 6,561,502 7,813,220 Selling, general and administrative 30,042,366 28,811,903 Depreciation and amortization 8,105,257 7,522,014 Total Costs and Expenses 224,980,958 179,583,878 Income from Operations 17,766,220 5,051,638 Other Income (Expense) Interest income 32,212 35,949 Interest expense (11,408,491) (11,651,726) Other income (expense) 3,439,606 (106,308) Tax benefit (expense) (1,208,532) 464,542 Total Other Expense (9,145,205) (11,257,543) Net Income (Loss) 8,621,015 (6,205,905) Retained (Deficit) Beginning of Period (56,533,949) (50,328,044) Retained (Deficit) End of Period $ (47,912,934) $ (56,533,949) See notes to financial statements -4-


 
CENTURY GAMING, INC. CONSOLIDATED STATEMENTS OF CASH FLOWS YEARS ENDED JUNE 30, 2021 AND 2020 2021 2020 Cash Flows From Operating Activities Net income (loss) $ 8,621,015 $ (6,205,905) Adjustments to reconcile net income (loss) to net cash from operating activities: Depreciation and amortization 8,105,257 7,522,014 Provision for bad debt (20,407) (30,650) (Gain) loss on disposition of assets (38,606) 106,308 Debt forgiveness of Paycheck Protection Program loans (3,336,000) - Non-cash interest expense added to debt principal 5,790,946 2,061,813 Change in operating assets and liabilities: (Increase) decrease in: Accounts receivable (358,313) 994,858 Advances and notes receivable (4,112) (93,720) Inventory (65,780) 978,139 Prepaid expenses and other current assets 241,572 (256,353) Increase (decrease) in: Accounts payable (252,065) 989,932 Accrued expenses 2,705,142 (1,378,968) Deferred taxes 1,207,982 (464,692) Net Cash from Operating Activities 22,596,631 4,222,776 Cash Flows From Investing Activities Purchase of property and equipment and intangible assets (4,948,130) (5,317,417) Proceeds from the sale of assets 17,484 31,203 Net proceeds or repayment from gaming location owners 140,985 248,560 Net Cash from Investing Activities (4,789,661) (5,037,654) Cash Flows From Financing Activities Proceeds from notes payable 542,874 6,159,516 Payments on notes payable (4,088,467) (2,490,401) Net Cash from Financing Activities (3,545,593) 3,669,115 Change in Cash and Cash Equivalents 14,261,377 2,854,237 Cash and Cash Equivalents, Beginning of Year 19,545,139 16,690,902 Cash and Cash Equivalents, End of Year $ 33,806,516 $ 19,545,139 Supplemental Disclosures Cash paid for interest $ 6,293,575 $ 8,849,672 See notes to financial statements -5-


 
CENTURY GAMING, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS JUNE 30, 2021 AND 2020 NOTE 1 -- SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Nature of Operations Century Gaming, Inc. (“Century”) (dba Century Gaming Technologies), owns and operates gaming devices directly and through its wholly owned subsidiary, United Coin Machine Co., principally under revenue-sharing arrangements with bars, taverns and convenience stores located throughout Nevada and Montana ("route operations"). Route operations and gaming machine sales in Nevada, primarily in the Las Vegas area, are conducted by United Coin Machine Co. ("United Coin"). On May 21, 2017, Century purchased 100% ownership interest in Grand Vision Gaming, LLC ("GVG"). GVG is a gaming machine manufacturer and software developer licensed to sell games in various states. Century, United Coin, and GVG are collectively referred to herein as the "Company." Accounting Method The accrual basis of accounting is used for financial statement reporting purposes. Principles of Consolidation The consolidated financial statements include the accounts of Century and its subsidiaries. All significant inter-company accounts and transactions have been eliminated in consolidation. Fiscal Year For the purposes of revenue in 2021, the Company’s fiscal year ended on the last Friday in July after June 30 and contains 52 weeks of activity. For purposes of revenue in 2020, the Company's fiscal year ended on the last Friday in July after June 30 and contains 53 weeks of activity. All other income and expense activity is recorded as of June 30, 2021 and 2020, respectively (“fiscal 2021 and 2020”). Estimates and Assumptions The preparation of the financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Significant estimates used by the Company include the useful lives for depreciable and amortizable assets. Actual results could differ materially from those estimates. Recognition of Paycheck Protection Program Loan Funds In accordance with FASB ASC 470 Debt, the Company has accounted for funds received from the Paycheck Protection Program as a loan. As such, based on the guidance in FASB ASC 405-20 Liabilities - Extinguishments of Liabilities, the loan will remain a liability until either (1) it is wholly or partially forgiven and the debtor has been legally released, or (2) it is paid off. During the year ended June 30, 2021, the loans were forgiven in full in the amount of $3,336,000 and is included in other income (expense) on the statements of income and retained (deficit). Cash and Equivalents Highly liquid investments with original maturities of three months or less at the date of purchase are reported as cash equivalents. The Company maintains certain zero-balance bank accounts that allow nightly cash balances to be automatically swept from its operating account into highly liquid interest- bearing accounts that are included in cash equivalents. Cash and cash equivalents also includes cash held in the Company's vaults, ATM machines, and bill dispensers. At various times during the year, the Company maintained balances at a financial institution in excess of federally insured limits. The Company has not experienced any losses in such accounts. -6-


 
CENTURY GAMING, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS JUNE 30, 2021 AND 2020 NOTE 1 -- SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED) Accounts and Notes Receivable Accounts and notes receivable represent primarily 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 reduced by a valuation allowance that reflects management’s best estimate of the amounts that will not be collected. Management determines the allowance for doubtful accounts by regularly evaluating individual customer receivables and considering a customer’s financial condition, credit history and current economic conditions. The Company generally does not charge interest on past due accounts receivable. Inventory Inventories consist of gaming machines, work in process, parts, and software. Inventories are stated at the lower of average cost and net realizable value (generally, estimated selling price). Labor and overhead associated with the assembly of gaming machines are included in selling, general and administrative expense and not allocated to inventory. Change in Accounting Policy for Inventory In fiscal year 2020, the Company changed its policy for accounting for iRewards inventory. In prior periods, parts used to repair and build new iRewards systems were included in inventory. However, effective in fiscal year 2020 for simplicity purposes of tracking inventory, the Company only includes parts that would go into building new iRewards systems in inventory. As such, an adjustment of $146,021 was made in fiscal year 2020 to implement this policy by expensing parts to be used for repair. Property and Equipment Property and equipment is stated at cost. Depreciation and amortization of leasehold improvements are computed using the straight-line method over the estimated useful lives of the assets (typically 5-7 years), which for leasehold improvements are limited to the terms of the leases. Maintenance and repairs are charged to operations when incurred. Betterments and renewals are capitalized. When property and equipment are sold or otherwise disposed of, they are removed from the accounts with the resulting gain or (loss) recorded. Impairment of Long-Lived Assets In accordance with the provisions of ASC 360, Property, Plant, and Equipment, the Company evaluates the potential impairment of long-lived assets when events or changes in circumstances indicate that the carrying amount of a long-lived asset may not be recoverable. If it is determined that the carrying value of long-lived assets may not be recoverable based upon the relevant facts and circumstances, the Company estimates the future undiscounted cash flows expected to result from the use of the asset and its eventual disposition. If the sum of the estimated undiscounted future cash flows is less than the carrying value of the asset the asset is written down to its fair value. No impairment of long-lived assets was recorded for the years ended June 30, 2021 and 2020, respectively. Intangible Assets Intangible assets are primarily location rights and are, in substance, revenue-sharing lease contract rights and consist of costs to acquire and operate Company-owned gaming devices at the respective locations. Amortization of these costs effectively represents additional rent expense to the Company. Gaming device location rights are stated at cost less accumulated amortization, determined using the straight-line method over the contractual lives of the revenue-sharing relationship, typically ranging from less than one to fifteen years. -7-


 
CENTURY GAMING, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS JUNE 30, 2021 AND 2020 NOTE 1 -- SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED) Intangible Assets (continued) Some contracts require fixed recurring periodic payments during the contract term to retain the location right ("Gaming Rights Fees" or "GRFs"). The estimated future aggregate amortization expense of intangible assets is illustrated at Note 7. In addition to the annual asset impairment analyses, management of the Company continually evaluates whether changing events and circumstances may warrant revisions to the remaining estimated useful lives of these rights. Goodwill The Company is required to assess goodwill for impairment annually, or more frequently if circumstances indicate impairment may have occurred. The Company performs its annual impairment assessment in the fourth quarter of each year. The Company uses a two-step process for determining whether goodwill is impaired. The first step is to compare the fair value of the reporting unit to its carrying value. If the carrying value of the reporting unit exceeds fair value, a second step is followed to calculate the goodwill impairment. The second step involves determining the fair value of the individual assets and liabilities of the reporting unit and calculating the implied fair value of goodwill. To determine fair value, the Company uses the comparable company approach which applies the valuation multiples of companies with similar characteristics to the Company’s earnings before interest, income taxes, depreciation and amortization. Revenues and Costs of Route Operations The Company has analyzed the provisions of FASB's ASC Topic 606, Revenue Contracts with Customers, and has concluded that no changes are necessary to conform with the standard. Revenue is derived from machine route operations and the sale of gaming machines, which are determined to be single performance obligations satisfied at a point in time; when goods and services are provided to the customer. Revenue is also derived from software license agreements, which is determined to be a single performance obligation satisfied over time for the term of the agreement in place that grants the licensor rights to utilize, modify and integrate the licensed software. The transfer of ownership, risk, and rewards results in revenue recognition. Revenues from route operations include primarily the net win from gaming devices, which is the difference between gaming wins and losses. The Company recognizes gaming revenues from gaming machine route operations, under both space leases and revenue-sharing arrangements, as the net win from gaming operations. Gaming revenues also include fees charged to route customers for the costs of the Company’s gaming management system, gaming device royalty fees, and player reward programs. Revenue-sharing and space lease payments to route locations are recorded as gaming expenses. The Company estimates and accrues its share of the cash that has not been collected from gaming machines at the end of the year but that is collected on regularly scheduled collection dates within one week after the end of the year. -8-


 
CENTURY GAMING, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS JUNE 30, 2021 AND 2020 NOTE 1 -- SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED) Gaming Taxes The Company is subject to taxes based on gross gaming revenue. These gaming taxes are recorded as an expense within the “Other gaming device route operation costs” line item in the accompanying consolidated statement of operations. These taxes totaled approximately $18,206,757 and $14,650,653 for the years ended June 30, 2021 and 2020, respectively. Indirect Expenses Certain indirect expenses such as advertising, utilities, repairs and maintenance, depreciation of property and equipment and amortization of intangibles are not allocated to route operating costs, but are included in selling, general and administrative expense. Advertising The Company expenses advertising as incurred. Advertising expenses for the years ended June 30, 2021 and 2020, were $202,634 and $156,144. Income Taxes The Company accounts for income taxes under the asset and liability method. Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of assets and liabilities and their respective tax basis. Deferred tax assets and liabilities are measured separately for each tax-paying entity in each tax jurisdiction, using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in the period that includes the enactment date. Uncertain tax positions are accounted for in accordance with an accounting standard which creates a single model to address uncertainty in income tax positions and prescribes the minimum recognition threshold a tax position is required to meet before being recognized in the financial statements. Under this standard, tax benefits from an uncertain position are recognized only if it is more likely than not that the position will be sustained upon examination by taxing authorities based on the technical merits of the issue. The amount recognized is the largest benefit that has greater than a 50% likelihood of being realized upon settlement. The Company recognizes interest and penalties, if any, related to unrecognized tax positions in the Consolidated Statements of Operations. As of June 30, 2021, no uncertain tax positions were identified, and no interest or penalties were accrued. -9-


 
CENTURY GAMING, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS JUNE 30, 2021 AND 2020 NOTE 1 -- SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED) Fair Value Measurements In accordance with ASC 820, Fair Value Measurements, assets and liabilities carried at fair value are classified and disclosed in one of the following three categories:  Level 1: Quoted market prices in active markets for identical assets or liabilities.  Level 2: Observable market based inputs or unobservable inputs that are corroborated by market data.  Level 3: Unobservable inputs that are not corroborated by market data. At June 30, 2021 and 2020, the Company did not have any assets or liabilities measured at fair value on a recurring basis in accordance with accounting principles generally accepted in the United States of America. Goodwill and long-lived assets are measured at fair value on a nonrecurring basis. Goodwill is considered a Level 3 asset under the fair value hierarchy. NOTE 2 -- CONCENTRATIONS Because the Company's route operations are concentrated primarily in Nevada and Montana, realization of its receivables and its future operations could be affected by adverse economic and legal conditions in those areas and the key feeder markets that they depend upon. Also State gaming laws in the various states GVG operates could impact future operations. Accounts, advances and notes receivable are periodically evaluated for collectibility, and allowances for doubtful collection are provided based primarily on customers' and other debtors' credit history and current financial condition, the results of past collection efforts, the Company's relationship with the customers and other debtors and current economic conditions in general. The Company has not established a fixed policy for when it charges off uncollectible customer accounts or other receivables or when to engage outside collection services and therefore, such decisions are made on a case-by-case basis. The maximum potential losses the Company would incur if a customer or other debtor failed to pay, without regard to any collateral recovery, would be limited to the carrying value of the receivable, after any related allowances provided, plus the net carrying value of any unrecovered Company-owned gaming equipment at the location and/or any recovery costs incurred. In addition, the Company's cash on deposit with financial institutions is typically in excess of federally insured limits. However, the extent of a future (loss), if any, to be sustained in the event of a failure of a bank or other financial institution cannot be reasonably estimated. NOTE 3 -- INVENTORY At June 30, inventory consisted of the following: 2021 2020 Gaming machines for sale - new $ 832,993 $ 1,122,970 Gaming machines for sale - used 420,811 15,742 Gaming machines - work in progress and machine assembly parts 1,840,157 2,262,844 Other inventory 2,479,093 2,105,718 Total $ 5,573,054 $ 5,507,274 -10-


 
CENTURY GAMING, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS JUNE 30, 2021 AND 2020 NOTE 4 -- ADVANCES AND NOTES RECEIVABLE, NET From time to time, the Company makes loans to participating location owners for build-outs, tenant improvements, working capital needs and initial operating expenses or sells machines over a period of time. These loans are generally secured by the location owners' assets and the personal guarantees of the owners. While some loans are short-term, others mature at various dates through June 2022, bear interest at rates up to 6 percent and are expected to be repaid over the terms of the related location participation or space lease agreements. Also included in the advances and notes receivable balance are shareholder receivables totaling $150,000 as described in Note 9. Scheduled maturities of advances and notes receivable, net of an allowance for doubtful accounts, are as follows: Fiscal years 2021 2020 2022 $ 614,237 $ 610,125 2023 - 140,985 614,237 751,110 Less: Current portion (614,237) (610,125) Total $ - $ 140,985 NOTE 5 -- PROPERTY AND EQUIPMENT At June 30, property and equipment consisted of the following: 2021 2020 Gaming equipment $ 63,457,817 $ 61,635,202 Non-gaming equipment 8,858,169 8,689,152 Land and improvements 363,438 363,438 Building and improvements 969,952 969,952 Leasehold improvements 2,753,012 2,738,488 Vehicles 1,440,801 1,463,800 Furniture and fixtures 3,045,191 2,573,741 80,888,380 78,433,773 Less: Accumulated depreciation (62,568,379) (59,027,743) Total $ 18,320,001 $ 19,406,030 -11-


 
CENTURY GAMING, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS JUNE 30, 2021 AND 2020 NOTE 6 -- GOODWILL Changes in the carrying amount of goodwill for the year ended June 30, are as follows: 2021 2020 Balance, end of year $ 14,680,693 $ 14,680,693 Accumulated impairment (losses) are $2,068,158 at June 30, 2021 and 2020. NOTE 7 -- INTANGIBLE ASSETS At June 30, intangible assets consisted of the following: 2021 2020 Location rights $ 77,184,518 $ 76,971,657 Debt issuance costs 4,117,472 4,117,472 Other intangibles 2,509,256 2,292,436 83,811,246 83,381,565 Accumulated amortization - location rights (70,091,117) (68,620,478) Accumulated amortization - debt issuance costs (3,232,605) (2,570,667) Accumulated amortization - other intangibles (1,902,336) (1,555,256) Total $ 8,585,188 $ 10,635,164 The estimated future aggregate amortization expense for the next five years is as follows: 2022 $ 2,512,328 2023 1,825,721 2024 1,325,490 2025 859,077 2026 706,270 Thereafter 1,356,302 Total $ 8,585,188 -12-


 
CENTURY GAMING, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS JUNE 30, 2021 AND 2020 NOTE 8 -- LONG-TERM DEBT At June 30, long-term debt consisted of the following: 2021 2020 Notes payable to Monroe capital management advisors - term loans bear variable interest libor plus 7%, with interest due monthly, quarterly installments of principal due of $453,125, with all outstanding amounts due December 2021. $ 64,628,125 $ 67,346,875 Notes payable to Monroe capital management advisors - revolver loans bear variable interest libor plus 7%, with interest due monthly and all outstanding amounts due December 2021. 3,000,000 3,000,000 Note payable to Prudential Capital Partners, term loans bear interest at 11-12% (including 6% payment-in-kind), with interest due quarterly with all outstanding amounts due May 2023. 53,186,902 47,395,956 Notes payable to U.S. Small Business Administration via Stockman Bank forgiven in full in the year ended June 30, 2021. - 3,336,000 Note payable to Ford Credit, secured by a 2019 Ford truck, payable in 72 monthly installments of $1,197 with interest at 7.25%, due June 2025. 49,745 60,097 Note payable to Ford Credit, secured by a 2015 Ford truck, payable in 60 monthly installments of $962 with interest at 4.99%, due October 2020. - 1,911 Note payable to Ford Credit, secured by a 2015 Ford truck, payable in 60 monthly installments of $1,093 with interest at 4.99%, due October 2020. - 2,167 Note payable to Ford Credit, secured by a 2019 Ford SUV, payable in 60 monthly installments of $685 with interest at 0%, due September 2025. 26,710 34,928 Note payable to Nissan Motor Acceptance Corp, secured by a 2012 Nissan car, payable in 60 monthly installments of $320 with interest at 4.86%, due August 2020. - 640 Note payable to Ford Credit, secured by a 2017 Ford truck, payable in 60 monthly installments of $1,071 with interest at 6.84%, due September 2022. 15,340 26,716 Note payable to Wells Fargo Dealer Services, secured by a 2016 Chevy Truck, payable in 36 monthly installments of $1,056 with interest at 5.49%, due October 2020. - 4,176 Notes payable to IGT, secured by machines, payable in 24 monthly installments of $44,153 and $18,873 with interest at 0%, due October 2019 and December 2020. - 169,858 Note payable to IGT, secured by machines, payable in 36 monthly installments of $45,470 with interest at 0% for 1 year and 6.2% for the remainder, due January 2024. 832,478 1,342,149 Note payable to IGT, secured by machines, payable in 12 monthly installments of $17,744 with interest at 0%, due June 2021. - 212,925 Note payable to Rebel Slots, payable in 12 monthly installments of $32,182 with interest at 0%, due December 2021. 160,912 - Note payable to Dell, secured by equipment, payable in 36 monthly installments of $4,352 with interest at 0%, due August 2023. 113,162 - Litigation settlement (Note 11) - 169,623 122,013,374 123,104,021 Less: Current portion (68,381,099) (4,392,198) Total $ 53,632,275 $ 118,711,823 -13-


 
CENTURY GAMING, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS JUNE 30, 2021 AND 2020 NOTE 8 -- LONG-TERM DEBT (CONTINUED) The Company’s assets including, property and equipment are pledged as collateral on the Company’s senior and subordinated debt. The Company defers payment of a portion of interest expense on the junior subordinated debt instrument. As a result, $5,315,397 for fiscal 2021 and $1,015,721 for fiscal 2020 has been treated as "Paid-in-Kind" or "PIK," which means the interest expense has been accrued and added to the outstanding principal amounts of the related debt balances to be repaid along with all outstanding principal on the respective maturity dates. During fiscal year 2017, the Company refinanced its debt agreements. The senior and subordinated debt agreements require the Company to maintain compliance with certain financial covenants and also contain other restrictive, non-financial covenants that limit the Company's ability to obtain additional financing, make capital expenditures and distributions to affiliates. Due to COVID-19, amendments were made to the Company's senior and subordinated debt agreements allowing the Company to obtain Paycheck Protection Program loans as well as defer scheduled principal and interest payments. Interest payments on the Monroe term loan and revolver for March through May 2020 were paid 50% in cash with the remaining 50% to be paid in four equal quarterly installments beginning March 2021. No principal payments were required to be paid on the Monroe Term loan in March and June 2020 to be paid in four equal installments beginning in March 2021. These deferred interest and principal payments were paid in full prior to June 30, 2021. Interest payments on the Prudential loans are deferred until the earlier of December 31, 2021 or when Monroe has been repaid its rescheduled interest and at least $1,359,375 in principal payments. The deferred interest payments were added to the principal portion of the loans. As such, $475,549 and $1,046,092 in interest was added to the principal portion of the debt as of June 30, 2021 and 2020, respectively. Maturities of long-term debt are as follows: 2022 $ 68,381,099 2023 53,586,630 2024 29,774 2025 15,871 Total $122,013,374 NOTE 9 -- RELATED PARTY TRANSACTIONS In 2019, the Company loaned $150,000 and $180,000 to two shareholders to pay personal tax payments due to changes in tax laws. Both loans are non-interest bearing and have annual payments of $75,000 and $60,000 beginning on April 30, 2020, with maturity dates of April 30, 2021 and April 30, 2022, respectively. As of June 30, 2021, the $180,000 loan has been paid in full. The Company leased a building from a shareholder at a rate of $3,000 per month. The total rent paid per year to the shareholder for the fiscal years ended June 30, 2021 and 2020 was $36,000. The lease expires June 2023. Four casinos that the Company has revenue-sharing arrangements with are partially owned by shareholders of the Company. Revenue earned by the Company from these casinos totaled $306,999 and $188,604 for the fiscal years ended June 30, 2021 and 2020. Total receivables from these casinos totaled $53,175 and $58,746 for the fiscal years ended June 30, 2021 and 2020, respectively. -14-


 
CENTURY GAMING, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS JUNE 30, 2021 AND 2020 NOTE 10 -- INCOME TAXES As of June 30, tax expense and deferred tax assets and deferred tax liabilities consist of the following: 2021 2020 Current tax expense Federal and state tax expense $ 550 $ 150 Deferred federal and state tax expense (benefit) 1,207,982 (464,692) Total tax expense $ 1,208,532 $ (464,542) Deferred tax assets - Non-current: Allowance for doubtful accounts $ - $ 27,594 Depreciation and amortization 354,031 747,895 Net operating loss 1,219,693 2,133,977 Interest limitation 2,487,794 2,216,749 Other 283,665 155,904 4,345,183 5,282,119 Valuation allowance (2,487,794) (2,216,748) Net total deferred tax assets $ 1,857,389 $ 3,065,371 In assessing the realizability of deferred tax assets, management considers whether it is more likely than not that some portion or all of the deferred tax assets will be realized. The ultimate realization of deferred tax assets is dependent upon generation of future taxable income during the periods in which those temporary differences become deductible. Management considers projected future taxable income and tax-planning strategies in making this assessment. Management believes that it is more likely than not that the Company will not realize the benefits related to the deferred tax asset for federal interest limitation as of June 30, 2021. NOTE 11 -- COMMITMENTS, CONTINGENCIES, UNCERTAINTIES AND RISKS Legal Matters In 2010, the Company began disputing certain provisions of two land leases in downtown Las Vegas, Nevada and, ceased making rental payments as of that date. As a result, the Company was sued separately by each lessor and each case was settled during 2011. The settlement agreements terminated all obligations under the land leases and substituted obligations of the Company totaling $5.5 million (the Settlements), payable in monthly installments over the next 7-10 years. At June 24, 2011, the Settlements were recorded at estimated net present value of approximately $3.2 million, determined using the Company's senior borrowing rate of 12.26 percent. The Company is also involved in other legal matters arising in the normal course of business. While any proceeding or litigation has an element of uncertainty, management believes that the final outcome of these matters will not likely have any material adverse effect upon the Company's future financial position, results of operations, or cash flows. Since management is currently not able to reasonably estimate the probable minimum (losses), if any, related to these matters, no provision for (loss) has been recorded in connection therewith. -15-


 
CENTURY GAMING, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS JUNE 30, 2021 AND 2020 NOTE 11 -- COMMITMENTS, CONTINGENCIES, UNCERTAINTIES AND RISKS (CONTINUED) Lease Commitments The Company has operating lease commitments for route locations, office space, and land and buildings in Nevada, Montana, and West Virginia. However, the majority of participation lease arrangements provide only for contingent rentals without fixed minimum payments, although certain arrangements require additional fixed GRF payments which are, in substance, fixed minimum rents. As of the most recent balance sheet date presented, aggregate future minimum lease payments (including fixed location GRF payments) for all operating leases with an initial or remaining term in excess of one year are as follows: Lease payments 2022 $ 15,351,989 2023 13,670,457 2024 13,195,840 2025 11,997,814 2026 9,574,500 Thereafter 695,463 $ 64,486,063 Employee Benefit Plan The Company maintains a defined contribution plan, qualified under IRS regulation 401(k). Participation in the plan is available to all full-time employees after one year of service. The Company is required to make contributions to the plan based on a percentage of contributions of eligible employees. The Company matches 100% of the participant's contributions for the first 3%, and 50% of participant's contribution up to a total matching contribution of 4% of compensation. For the year ended June 30, 2021 and 2020, total Company contributions and related expenses were $412,609 and $367,160. Accrued Paid Time Off Employees of the Company earn paid time off depending on length of service and other factors. Paid time off is eligible for buy back by the Company in June and December. Accordingly, the Company has made an accrual for paid time off that employees have earned but not taken or chosen to sell back. For the years ended June 30, 2021 and 2020, accrued paid time off was $624,977 and $605,067, respectively. -16-


 
CENTURY GAMING, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS JUNE 30, 2021 AND 2020 NOTE 11 -- COMMITMENTS, CONTINGENCIES, UNCERTAINTIES AND RISKS (CONTINUED) Gaming Regulations The Company’s operations are subject to the licensing and regulatory requirements of the Montana Gambling Control Division, the Department of Justice, the Nevada State Gaming Control Board, the Nevada Gaming Commission and the various states it is licensed to sell gaming machines through GVG. The Company’s gaming licenses are subject to certain conditions and periodic renewal. Management believes that the conditions will continue to be satisfied and that subsequent license renewals will be granted. Game License Purchase Agreements In March 2019, the Company made two minimum purchase agreements with Aristocrat for gaming machine licenses. The first agreement is for 4,000 game licenses for a total purchase price of $3,000,000 with four payments of $500,000 due quarterly until December 31, 2019 and the remaining $1,000,000 to be paid in five monthly payments beginning in May 2020 and ending September 2020. The second agreement is for 800 game licenses for a total purchase price of $200,000 with five payments of $40,000 due quarterly until March 31, 2020. Accounts payable is booked accordingly for each license as they are used in gaming machines. Payments in accordance with above agreements are then applied to the accounts payable balance or prepaid expenses respectively. Pending Sale of Company In March 2021, an agreement was entered into to sell the Company to Accel Entertainment, Inc. The sale is expected to be completed within the first half of calendar year 2022 once gaming approvals from various gaming authorities have been received. NOTE 12 -- DEBT RESTRUCTURING The Company underwent a financial restructuring May 21, 2017, in order to meet its obligations, repay indebtedness, to acquire 100% ownership interest in Grand Vision Gaming, LLC, and to improve cash flows. The financial restructuring plans included the repayment of prior senior debt and restructuring subordinated indebtedness through an exchange offer for existing convertible subordinated debt, and a new credit agreement with the Company’s subordinated bank lenders. The financial restructuring was completed as follows:  $59,500,000 of promissory notes payable (Senior debt) term loans with a variable rate of LIBOR + 7%, due 2021.  $29,000,000 of promissory notes payable (Junior debt) term loans with an interest rate of 12%, along with unexercised stock warrants, due 2023.  $14,500,000 of promissory notes payable (Junior debt) term loans with an interest rate of 11% (5% cash, 6% payment-in-kind (PIK)), along with unexercised stock warrants, due 2023.  $86,971,223 of prior senior debt was paid off with the above proceeds.  $5,000,000 of debt as revolving credit loans with a variable rate of LIBOR + 7%, due 2021.  Stock options were issued to existing owners. -17-


 
CENTURY GAMING, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS JUNE 30, 2021 AND 2020 NOTE 12 -- DEBT RESTRUCTURING (CONTINUED)  No financial value has been assigned to the unexercised stock warrants or options within the financial statements. Total unexercised warrants outstanding held by current and prior lenders, if exercised, would represent approximately 75% ownership of the Company. The exercise price is $0.01 per share. The terms of the Company’s credit agreement require, among other things, compliance with certain financial ratios, including a leverage debt ratios, fixed charge coverage ratios, and minimum EBITDA goals, on a quarterly basis. A breach of any of the terms and conditions of the amended credit agreement could result in acceleration of the Company’s indebtedness, in which case the debt would become immediately due and payable. Although no assurances could be given, the Company expected that it would be in compliance throughout the term of the amended credit agreement with respect to the financial and other covenants, including those regarding leverage ratio, fixed charge coverage ratios, and EBITDA goals. The Company also believed that cash generated from operations would be sufficient to satisfy its currently budgeted capital expenditure and debt service requirements through fiscal 2022 and that no additional funding would be necessary. See the long-term debt schedule at Note 8 for the current year balances. NOTE 13 -- SUBSEQUENT EVENTS Management has evaluated subsequent events through October 13, 2021, the date on which the consolidated financial statements were available to be issued. -18-


 
CENTURY GAMING, INC. SCHEDULE I CONSOLIDATING BALANCE SHEET JUNE 30, 2021 Century United Coin Grand Vision Eliminations Consolidated Assets Current Assets: Cash and cash equivalents $ 17,947,545 $ 13,376,587 $ 2,482,384 $ - $ 33,806,516 Accounts receivable, net of allowance for doubtful accounts 2,742,234 690,539 3,345,955 (652,708) 6,126,020 Advances and notes receivable, current 150,000 80,381 383,856 - 614,237 Inventory 754,607 1,158,823 3,659,624 - 5,573,054 Prepaid expenses and other 1,742,518 672,318 96,623 - 2,511,459 Total Current Assets 23,336,904 15,978,648 9,968,442 (652,708) 48,631,286 Advances and notes receivable, net of allowance for doubtful accounts - - - - - Property and equipment, net 14,572,687 3,234,665 512,649 - 18,320,001 Intangible assets, net 7,327,904 718,915 538,369 - 8,585,188 Goodwill 14,680,693 - - - 14,680,693 Intercompany receivable 32,125,000 - - (32,125,000) - Interest in subsidiary 7,877,399 - - (7,877,399) - Deferred taxes 2,385,416 - - - 2,385,416 Total Assets $ 102,306,003 $ 19,932,228 $ 11,019,460 $ (40,655,107) $ 92,602,584 Liabilities and Stockholders' (Deficit) Current Liabilities: Accounts payable $ 2,046,878 $ 911,412 $ 2,689,503 $ (652,708) $ 4,995,085 Accrued expenses 6,034,162 144,603 376,102 - 6,554,867 Current maturities of long-term debt 68,200,847 160,912 19,340 - 68,381,099 Intercompany payable - 32,125,000 - (32,125,000) - Total Current Liabilities 76,281,887 33,341,927 3,084,945 (32,777,708) 79,931,051 Obligation interest in subsidiary 13,937,725 - - (13,937,725) - Deferred taxes - 528,027 - - 528,027 Long-term debt, less current portion 53,575,160 - 57,115 - 53,632,275 Total Liabilities 143,794,772 33,869,954 3,142,060 (46,715,433) 134,091,353 Stockholders' (Deficit) Common stock 2,651,094 25,000 - (25,000) 2,651,094 Additional paid-in capital 4,323,071 - - - 4,323,071 Less: Treasury stock (550,000) - - - (550,000) Accumulated (deficit) (47,912,934) (13,962,726) 7,877,400 6,085,326 (47,912,934) Total Stockholders' (Deficit) (41,488,769) (13,937,726) 7,877,400 6,060,326 (41,488,769) Total Liabilities and Stockholders' (Deficit) $ 102,306,003 $ 19,932,228 $ 11,019,460 $ (40,655,107) $ 92,602,584 See independent auditors' report on supplementary information -19-


 
CENTURY GAMING, INC. SCHEDULE I CONSOLIDATING BALANCE SHEET JUNE 30, 2020 Century United Coin Grand Vision Eliminations Consolidated Assets Current Assets: Cash and cash equivalents $ 9,425,898 $ 9,020,761 $ 1,098,480 $ - $ 19,545,139 Accounts receivable, net of allowance for doubtful accounts 2,834,743 1,013,560 2,551,705 (176,519) 6,223,489 Advances and notes receivable, current 270,000 147,444 192,681 - 610,125 Inventory 329,635 858,762 4,318,877 - 5,507,274 Prepaid expenses and other 1,567,909 911,216 273,906 - 2,753,031 Total Current Assets 14,428,185 11,951,743 8,435,649 (176,519) 34,639,058 Advances and notes receivable, net of allowance for doubtful accounts 60,000 27,994 52,991 - 140,985 Property and equipment, net 15,823,230 2,954,635 628,165 - 19,406,030 Intangible assets, net 9,160,193 880,441 594,530 - 10,635,164 Goodwill 14,680,693 - - - 14,680,693 Intercompany receivable 33,125,000 - - (33,125,000) - Interest in subsidiary 5,425,447 - - (5,425,447) - Deferred taxes 3,647,430 - - - 3,647,430 Total Assets $ 96,350,178 $ 15,814,813 $ 9,711,335 $ (38,726,966) $ 83,149,360 Liabilities and Stockholders' (Deficit) Current Liabilities: Accounts payable $ 2,045,759 $ 510,419 $ 3,343,680 $ (176,519) $ 5,723,339 Accrued expenses 4,449,930 (878,388) 278,183 - 3,849,725 Current maturities of long-term debt 3,169,504 953,883 268,811 - 4,392,198 Intercompany payable - 33,125,000 - (33,125,000) - Total Current Liabilities 9,665,193 33,710,914 3,890,674 (33,301,519) 13,965,262 Obligation interest in subsidiary 19,260,758 - - (19,260,758) - Deferred taxes - 582,059 - - 582,059 Long-term debt, less current portion 117,534,011 782,598 395,214 - 118,711,823 Total Liabilities 146,459,962 35,075,571 4,285,888 (52,562,277) 133,259,144 Stockholders' (Deficit) Common stock 2,651,094 25,000 - (25,000) 2,651,094 Additional paid-in capital 4,323,071 - - - 4,323,071 Less: Treasury stock (550,000) - - - (550,000) Accumulated (deficit) (56,533,949) (19,285,758) 5,425,447 13,860,311 (56,533,949) Total Stockholders' (Deficit) (50,109,784) (19,260,758) 5,425,447 13,835,311 (50,109,784) Total Liabilities and Stockholders' (Deficit) $ 96,350,178 $ 15,814,813 $ 9,711,335 $ (38,726,966) $ 83,149,360 See independent auditors' report on supplementary information -20-


 
CENTURY GAMING, INC. SCHEDULE II CONSOLIDATING STATEMENT OF INCOME AND RETAINED (DEFICIT) YEAR ENDED JUNE 30, 2021 Century United Coin Grand Vision Eliminations Consolidated Revenue Net win from gaming devices $ 114,608,874 $ 97,686,865 $ - $ - $ 212,295,739 Proprietary game fees 5,019,720 1,253,579 - - 6,273,299 Sales - 25,740 13,555,514 - 13,581,254 Other revenue 5,040,646 5,340,513 215,727 - 10,596,886 Total Revenue 124,669,240 104,306,697 13,771,241 - 242,747,178 Costs of Revenue Gaming device locations' rents and participation costs 76,664,672 83,036,090 - - 159,700,762 Other gaming device route operation costs 19,422,645 1,148,426 - - 20,571,071 Cost of goods sold - 12,091 6,549,411 - 6,561,502 Selling, general and administrative 12,928,823 12,174,843 4,938,700 - 30,042,366 Depreciation and amortization 6,489,325 1,214,353 401,579 - 8,105,257 Total Costs and Expenses 115,505,465 97,585,803 11,889,690 - 224,980,958 Income from Operations 9,163,775 6,720,894 1,881,551 - 17,766,220 Other Income (Expense) Interest income 2,939,125 7,125 5,414 (2,919,452) 32,212 Interest expense (11,398,222) (2,925,709) (4,012) 2,919,452 (11,408,491) Equity in income (loss) of subsidiaries 7,774,985 - - (7,774,985) - Other income (expense) 1,403,916 1,466,690 569,000 - 3,439,606 Tax expense (1,262,564) 54,032 - - (1,208,532) Total Other Expense (542,760) (1,397,862) 570,402 (7,774,985) (9,145,205) Net Income (Loss) 8,621,015 5,323,032 2,451,953 (7,774,985) 8,621,015 Retained (Deficit), Beginning of Period (56,533,949) (19,285,758) 5,425,447 13,860,311 (56,533,949) Retained (Deficit), End of Period $ (47,912,934) $ (13,962,726) $ 7,877,400 $ 6,085,326 $ (47,912,934) See independent auditors' report on supplementary information -21-


 
CENTURY GAMING, INC. SCHEDULE II CONSOLIDATING STATEMENT OF INCOME AND RETAINED (DEFICIT) YEAR ENDED JUNE 30, 2020 Century United Coin Grand Vision Eliminations Consolidated Revenue Net win from gaming devices $ 91,757,251 $ 67,815,997 $ - $ - $ 159,573,248 Proprietary game fees 4,386,299 874,832 - - 5,261,131 Sales - 36,995 11,427,513 - 11,464,508 Other revenue 3,348,689 4,727,605 260,335 - 8,336,629 Total Revenue 99,492,239 73,455,429 11,687,848 - 184,635,516 Costs of Revenue Gaming device locations' rents and participation costs 61,217,338 58,412,930 - - 119,630,268 Other gaming device route operation costs 14,854,680 951,793 - - 15,806,473 Cost of goods sold - 18,117 7,795,103 - 7,813,220 Selling, general and administrative 12,348,535 11,221,482 5,241,886 - 28,811,903 Depreciation and amortization 5,761,192 1,402,256 358,566 - 7,522,014 Total Costs and Expenses 94,181,745 72,006,578 13,395,555 - 179,583,878 Income from Operations 5,310,494 1,448,851 (1,707,707) - 5,051,638 Other Income (Expense) Interest income 3,071,172 11,926 5,441 (3,052,590) 35,949 Interest expense (11,615,640) (2,983,935) (104,741) 3,052,590 (11,651,726) Equity in income (loss) of subsidiaries (3,389,022) - - 3,389,022 - Other income (expense) (106,104) (204) - - (106,308) Tax expense 523,195 (58,653) - - 464,542 Total Other Expense (11,516,399) (3,030,866) (99,300) 3,389,022 (11,257,543) Net Income (Loss) (6,205,905) (1,582,015) (1,807,007) 3,389,022 (6,205,905) Retained (Deficit), Beginning of Period (50,328,044) (17,703,743) 7,232,454 10,471,289 (50,328,044) Retained (Deficit), End of Period $ (56,533,949) $ (19,285,758) $ 5,425,447 $ 13,860,311 $ (56,533,949) See independent auditors' report on supplementary information -22-


 
CENTURY GAMING, INC. SCHEDULE III CONSOLIDATING STATEMENT OF CASH FLOWS YEAR ENDED JUNE 30, 2021 Century United Coin Grand Vision Eliminations Consolidated Cash Flows from Operating Activities: Net income (loss) $ 8,621,015 $ 5,323,032 $ 2,451,953 $ (7,774,985) $ 8,621,015 Adjustments to reconcile net income (loss) to net cash from operating activities: Depreciation and amortization 6,489,325 1,214,353 401,579 - 8,105,257 Provision for bad debt - (20,407) - - (20,407) (Gain) loss on disposition of assets (33,916) (4,690) - - (38,606) Debt forgiveness of PPP loans (1,370,000) (1,397,000) (569,000) - (3,336,000) Non-cash interest expense added to debt principal 5,790,946 - - - 5,790,946 Equity in income (loss) of subsidiaries (7,774,985) - - 7,774,985 - Change in operating assets and liabilities: Accounts receivable 92,509 343,428 (794,250) - (358,313) Advances and notes receivable 120,000 67,063 (191,175) - (4,112) Inventory (424,972) (300,061) 659,253 - (65,780) Prepaid expenses and other current assets (174,609) 238,898 177,283 - 241,572 Accounts payable 1,119 400,993 (654,177) - (252,065) Accrued expenses 1,584,232 1,022,991 97,919 - 2,705,142 Deferred taxes 1,262,014 (54,032) - - 1,207,982 Net Cash from Operating Activities 14,182,678 6,834,568 1,579,385 - 22,596,631 Cash Flows from Investing Activities: Purchase of fixed and intangible assets (3,378,027) (1,340,201) (229,902) - (4,948,130) Proceeds from the sale of assets 5,450 12,034 - - 17,484 Net proceeds or repayment from notes receivable 60,000 27,994 52,991 - 140,985 Net Cash from Investing Activities (3,312,577) (1,300,173) (176,911) - (4,789,661) Cash Flows from Financing Activities Proceeds from notes payable 156,686 386,188 - - 542,874 Payments on notes payable (3,505,140) (564,757) (18,570) - (4,088,467) Intercompany advances 1,000,000 (1,000,000) - - - Net Cash from Financing Activities (2,348,454) (1,178,569) (18,570) - (3,545,593) Change in Cash and Cash Equivalents 8,521,647 4,355,826 1,383,904 - 14,261,377 Cash and Cash Equivalents, Beginning of Period 9,425,898 9,020,761 1,098,480 - 19,545,139 Cash and Cash Equivalents, End of Year $ 17,947,545 $ 13,376,587 $ 2,482,384 $ - $ 33,806,516 Supplemental Disclosures Cash paid for interest $ 6,283,306 $ 2,925,709 $ 4,012 $ (2,919,452) $ 6,293,575 See independent auditors' report on supplementary information -23-


 
CENTURY GAMING, INC. SCHEDULE III CONSOLIDATING STATEMENT OF CASH FLOWS YEAR ENDED JUNE 30, 2020 Century United Coin Grand Vision Eliminations Consolidated Cash Flows from Operating Activities: Net income (loss) $ (6,205,905) $ (1,582,015) $ (1,807,007) $ 3,389,022 $ (6,205,905) Adjustments to reconcile net (loss) to net cash from operating activities: Depreciation and amortization 5,761,192 1,402,256 358,566 - 7,522,014 Provision for bad debt (10,995) (19,385) (270) - (30,650) (Gain) loss on disposition of assets 106,104 204 - - 106,308 Non-cash interest expense added to debt principal 2,061,813 - - - 2,061,813 Equity in net loss of subsidiaries 3,389,022 - - (3,389,022) - Change in operating assets and liabilities: Accounts receivable (658,470) (531,095) 2,184,423 - 994,858 Advances and notes receivable (135,000) (24,482) 65,762 - (93,720) Inventory 460,643 (148,546) 666,042 - 978,139 Prepaid expenses and other current assets (68,370) (126,717) (61,266) - (256,353) Accounts payable 1,009,118 (3,078) (16,108) - 989,932 Accrued expenses (423,571) (1,009,181) 53,784 - (1,378,968) Deferred taxes (523,345) 58,653 - - (464,692) Net Cash from Operating Activities 4,762,236 (1,983,386) 1,443,926 - 4,222,776 Cash Flows from Investing Activities: Purchase of fixed and intangible assets (4,550,931) (541,114) (225,372) - (5,317,417) Proceeds from the sale of assets 23,857 7,346 - - 31,203 Net proceeds or repayment from notes receivable 135,000 90,008 23,552 - 248,560 (4,392,074) (443,760) (201,820) - (5,037,654) Cash Flows from Financing Activities Proceeds from notes payable 4,152,425 1,397,000 610,091 - 6,159,516 Payments on notes payable (1,935,643) (539,183) (15,575) - (2,490,401) Intercompany advances 1,300,000 (500,000) (800,000) - - Net Cash from Financing Activities 3,516,782 357,817 (205,484) - 3,669,115 Change in Cash and Cash Equivalents 3,886,944 (2,069,329) 1,036,622 - 2,854,237 Cash and Cash Equivalents, Beginning of Year 5,538,954 11,090,090 61,858 - 16,690,902 Cash and Cash Equivalents, End of Year $ 9,425,898 $ 9,020,761 $ 1,098,480 $ - $ 19,545,139 Supplemental Disclosures Cash paid for interest $ 8,813,586 $ 2,983,935 $ 104,741 $ (3,052,590) $ 8,849,672 See independent auditors' report on supplementary information -24-


 

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


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


 

accelproformafinancialse
UNAUDITED PRO FORMA COMBINED FINANCIAL INFORMATION The unaudited pro forma condensed combined financial information has been prepared in accordance with Article 11 of Regulation S-X as amended by the final rule, Release 33-10786 “Amendments to Financial Disclosures about Acquired and Disposed Businesses” and reflect the impact of the acquisition of Century Gaming Inc. (“Century”) on the historical financial statements of Accel Entertainment, Inc. (“Accel”). On June 1, 2022, Accel completed the acquisition of all outstanding equity interests of Century in exchange for $158.7 million in cash, which includes the repayment of $113.2 million of Century’s debt, and $5.6 million in shares, representing 515,622 of Accel’s shares at a price of $10.83 per share, subject to adjustments related to cash and working capital at closing (the “Acquisition”). The unaudited pro forma condensed combined statement of operations for the year ended December 31, 2021 combines the historical audited consolidated statement of operations of Accel for the year ended December 31, 2021 and the historical unaudited statement of operations of Century for the year ended December 31, 2021, on a pro forma basis as if the business combination had been consummated on January 1, 2021. The unaudited pro forma condensed combined statement of operations for the three months ended March 31, 2022 combines the historical unaudited condensed consolidated statement of operations of Accel for the three months ended March 31, 2022 and the historical unaudited condensed statement of operations of Century for the three months ended March 31, 2022, on a pro forma basis as if the business combination had been consummated on January 1, 2021. The unaudited condensed consolidated balance sheet dated June 30, 2022 included in the Form 10-Q filed with the SEC on August 9, 2022 reflects the impact of the Acquisition, and as such, Article 11 of Regulation S-X does not require the presentation of a pro forma balance sheet. The unaudited pro forma condensed combined statement of operations give effect to the following: • The acquisition of Century and the impact of preliminary purchase accounting for the acquired assets and assumed liabilities; • The reclassification of certain Century historical financial information to conform to Accel presentation; • The impact of additional financing and the repayment of Century’s debt resulting from the Acquisition; • The related income tax effects of the pro forma adjustments. The unaudited pro forma condensed combined financial information was derived from and should be read in conjunction with the following historical financial statements and the accompanying notes: • The (a) historical audited consolidated financial statements of Accel as of and for the year ended December 31, 2021, included in Accel’s Annual Report on Form 10-K filed with the SEC on March 10, 2022 and incorporated by reference and (b) historical unaudited condensed consolidated statement of operations of Accel as of and for the three months ended March 31, 2022 included in Accel’s Quarterly Report on Form 10-Q filed with the SEC on May 4, 2022 and incorporated by reference; • The (a) historical audited financial statements of Century as of and for the fiscal year ended June 30, 2021 included elsewhere in this Form 8-K/A filed with the SEC on August 15, 2022 and (b) historical unaudited condensed financial statements of Century as of and for the nine months ended March 31, 2022 included elsewhere in this Form 8-K/A filed with the SEC on August 15, 2022 and incorporated herein by reference. Unaudited six month information ending June 30, 2021 from the historical audited financial statements of Century for the year ended June 30, 2021 is combined with six month information ending December 31, 2021 from the historical unaudited interim financial statements of Century to present a twelve month period. Unaudited three month information ending March 31, 2022 from the historical unaudited interim financial statements of Century is presented as a three month period. Additional information about the basis of presentation of this information is provided in Note 2 hereto. The unaudited pro forma condensed combined financial information has been prepared to illustrate the effect of the Acquisition as if it had been consummated on January 1, 2021. It has been prepared for informational purposes


 
only and is subject to a number of uncertainties and assumptions as described in the accompanying notes. The historical consolidated statement of operations has been adjusted in the unaudited pro forma condensed combined financial information to give effect to pro forma events described above. The unaudited pro forma adjustments to the historical consolidated statement of operations are based on currently available information, and in many cases are based on estimates and management’s preliminary valuation of the fair value of tangible and intangible assets acquired and liabilities assumed. The assumptions underlying the pro forma adjustments are described in the accompanying notes to these unaudited pro forma statements of operations. Management believes such assumptions are reasonable under the circumstances and reflect the best currently available estimates and judgments. The actual purchase accounting assessment may vary based on the final analysis of the valuation of assets acquired and liabilities assumed, particularly with regards to finite-lived intangible assets and deferred tax assets and liabilities, which could be material. Accel will finalize the accounting for the Acquisition as soon as practicable within the measurement period in accordance with ASC 805, but in no event later than one year from the Acquisition date. The unaudited pro forma condensed combined statement of operations may not be indicative of Accel’s future performance and do not necessarily reflect what Accel’s results of operations would have been had these transactions occurred at the beginning of the period presented. Further, the unaudited pro forma condensed combined statement of operations does not purport to project the future operating results or financial position of Accel following the completion of the Acquisition. Additionally, the unaudited pro forma statements of operations do not reflect any potential revenue enhancements, anticipated synergies, operating efficiencies, or cost savings that may be achieved related to these transactions, nor do they reflect any potential costs or expenditures that may be required to achieve any possible synergies.


 
UNAUDITED PRO FORMA CONDENSED COMBINED STATEMENT OF OPERATIONS For the year ended December 31, 2021 (in thousands, except share and per share data) Accel Entertainme nt, Inc. (Historical) Century gaming, Inc. (As Adjusted) (Note 3) Transaction Accounting Adjustments (Note 4) Notes Pro Forma Combined Revenues Net gaming 705,784 235,063 - 940,847 Manufacturing revenue - 8,905 - 8,905 Amusement 16,667 1,421 - 18,088 ATM fees and other revenue 12,256 20,189 - 32,445 Total net revenues 734,707 265,578 - 1,000,285 Operating expenses Cost of revenue (exclusive of depreciation and amortization expense shown below) 494,032 197,651 - 691,683 Cost of goods sold - 5,788 1,297 A 7,085 General and administrative 110,818 31,384 274 B 142,476 Depreciation and amortization of property and equipment and other intangibles 24,636 6,204 131 C 30,971 Amortization of route and customer acquisition costs and location contracts acquired 22,040 1,966 1,699 D 25,705 Other expenses, net 12,989 - - 12,989 Total Operating Expenses 664,515 242,993 3,401 910,909 Operating (loss) income 70,192 22,585 (3,401) 89,376 Interest expense, net 12,702 11,452 (8,293) E 15,861 (Gain)/Loss on change in fair value of contingent earnout shares 9,762 - - 9,762 (Gain)/Loss on debt extinguishment 1,152 - - 1,152 (Loss) income before income tax (benefit) expense 46,576 11,133 4,892 62,601 Income tax expense (benefit) 15,017 1,211 1,393 F 17,621 Net (loss) income 31,559 9,922 3,499 44,980 Net income per share: $ 0.34 $ 0.48 Basic 0.33 0.47 Diluted Weighted average shares: Basic 93,781 94,297 G Diluted 94,638 95,154 G See accompanying notes to the unaudited pro forma condensed combined statement of operations


 
UNAUDITED PRO FORMA CONDENSED COMBINED STATEMENT OF OPERATIONS For the three months ended March 31, 2022 (in thousands, except share and per share data) Accel Entertainment, Inc. (Historical) Century gaming, Inc. (As Adjusted) (Note 3) Transaction Accounting Adjustments (Note 4) Notes Pro Forma Combined Revenues Net gaming 188,462 57,329 - 245,791 Manufacturing revenue - 2,522 - 2,522 Amusement 4,990 379 - 5,369 ATM fees and other revenue 3,439 4,162 - 7,601 Total net revenues 196,891 64,392 - 261,283 Operating expenses Cost of revenue (exclusive of depreciation and amortization expense shown below) 132,620 49,277 - 181,897 Cost of goods sold - 1,352 - 1,352 General and administrative 31,119 8,150 - 39,269 Depreciation and amortization of property and equipment and other intangibles 5,841 1,721 (137) C 7,425 Amortization of route and customer acquisition costs and location contracts acquired 3,548 497 419 D 4,464 Other expenses, net 2,556 - - 2,556 Total operating expenses 175,684 60,997 282 236,963 Operating (loss) income 21,207 3,395 (282) 24,320 Interest expense, net 4,001 2,684 (1,892) E 4,793 (Gain)/Loss on change in fair value of contingent earnout shares (3,417) - - (3,417) (Loss) income before income tax (benefit) expense 20,623 711 1,610 22,944 Income tax expense (benefit) 4,835 150 459 F 5,444 Net (loss) income 15,788 561 1,151 17,500 Net income per share: Basic $ 0.17 $ 0.19 Diluted 0.17 0.19 Weighted average shares: Basic 92,993 93,509 G Diluted 93,741 94,257 G See accompanying notes to the unaudited pro forma condensed combined statement of operations


 
Note 1. Description of the Acquisition On June 1, 2022, Accel completed the acquisition of all outstanding equity interests of Century in exchange for $158.7 million in cash, which includes the repayment of $113.2 million of Century’s debt, and $5.6 million in shares, representing 515,622 of Accel’s shares at a price of $10.83 per share, subject to adjustments related to cash and working capital at closing. Note 2. Basis of the Pro Forma Presentation The unaudited pro forma condensed combined financial information and related notes are prepared in accordance with Article 11 of Regulation S-X and are intended to show how the transaction might have affected the historical financial statements. The accompanying unaudited pro forma condensed combined statements of operations for the year ended December 31, 2021 and three months ended March 31, 2022 give pro forma effect to the acquisition as if it had been completed on January 1, 2021. The unaudited pro forma condensed combined statements of operations are based on the historical consolidated statements of operations of Accel and Century after giving effect to the Acquisition using the acquisition method of accounting, as well as certain reclassification and pro forma adjustments. Under this method of accounting, which is in accordance with U.S. GAAP, Accel is the accounting acquirer of Century and the purchase price for Century is allocated to the underlying assets acquired and liabilities assumed based on their respective fair values, with any excess purchase price allocated to goodwill. The preliminary purchase price allocation is reflected in the unaudited condensed financial statements of Century as of and for the three months ended June 30, 2022 included in Accel’s Quarterly Report on Form 10-Q filed with the SEC on August 9, 2022. The unaudited pro forma condensed combined financial information was derived from and should be read in conjunction with the following historical financial statements and the accompanying notes: • The (a) historical audited consolidated financial statements of Accel as of and for the year ended December 31, 2021, included in Accel’s Annual Report on Form 10-K filed with the SEC on March 10, 2022 and incorporated by reference and (b) historical unaudited condensed consolidated statement of operations of Accel as of and for the three months ended March 31, 2022 included in Accel’s Quarterly Report on Form 10-Q filed with the SEC on May 4, 2022 and incorporated by reference; • The (a) historical audited financial statements of Century as of and for the fiscal year ended June 30, 2021 included elsewhere in this Form 8-K/A filed with the SEC on August 15, 2022 and (b) historical unaudited condensed financial statements of Century as of and for the nine months ended March 31, 2022 included elsewhere in this Form 8-K/A filed with the SEC on August 15, 2022 and incorporated herein by reference. Unaudited six month information ending June 30, 2021 from the historical audited financial statements of Century for the year ended June 30, 2021 is combined with six month information ending December 31, 2021 from the historical unaudited interim financial statements of Century to present a twelve month period. Unaudited three month information ending March 31, 2022 from the historical unaudited interim financial statements of Century is presented as a three month period. Both Accel’s and Century’s historical consolidated statements of operations were prepared in accordance with U.S. GAAP and are presented in U.S. dollars. In addition, Century’s historical unaudited consolidated statement of operations have been adjusted for certain reclassifications. Reclassifications have been made to Century’s historical financial information to conform to Accel’s financial statement presentation. Such reclassifications had no effect on Century’s previously reported financial results. As part of the integration process, Accel will continue to review Century’s accounting policies, including any differences between Accel’s and Century’s historical presentation of the statements of operations under U.S. GAAP. Management may identify differences between the accounting policies of the two companies that, when conformed, could have a material impact on Accel’s


 
condensed combined statement of operations. See “Note 3 – Accounting Policies and Reclassification of Century Historical Statement of Operations” herein for additional information on the reclassifications. The pro forma adjustments presented in these unaudited pro forma condensed combined statements of operations represent management’s estimates based on information available as of the date of this Form 8-K/A and are subject to revision as further information is obtained. Accordingly, the pro forma adjustments for the business combination are preliminary and subject to further adjustment as additional information becomes available and the various analyses and other valuations are performed. Any adjustments may have a significant effect on total assets, total liabilities, total equity, operating expenses, and depreciation and amortization expenses and such results may be significant. Note 3. Accounting Policies and Reclassification of Century Historical Statement of Operations Statement of Operations accounting policy adjustments - The accounting policies used in the preparation of these unaudited pro forma condensed combined statement of operations are those set out in Accel’s Annual Report on Form 10-K for the year ended December 31, 2021. There were no significant adjustments necessary to conform Century’s statement of operations with Accel’s accounting policies. Statement of Operations reclassifications - Reclassification adjustments have been made to the historical presentation of Century to conform to the condensed consolidated statement of operations presentation of Accel for the unaudited pro forma condensed combined statement of operations. The reclassification adjustments to conform Century's statement of operations presentation to Accel 's condensed statement of operations presentation have no impact on net income and are summarized below for the year ended December 31, 2021 and the three months ended March 31, 2022 (in thousands):


 
For the Century financial year ended December 31, 2021 Financial Statement Line Items Century (Historical) Reclassification adjustment to conform Century to Accel presentation Century (As Adjusted) Revenues: Net gaming - 235,063 235,063 Manufacturing revenue - 8,905 8,905 Amusement - 1,421 1,421 ATM fees and other revenue - 20,189 20,189 Net win from gaming devices 230,790 (230,790) - Proprietary game fees 6,402 (6,402) - Sales 13,379 (13,379) - Other revenue 12,869 (12,869) - Operating expenses: Cost of revenue (exclusive of depreciation and amortization expense shown below) - 197,651 197,651 Gaming device locations’ rents and participation costs 194,127 (194,127) - Other gaming device route operation costs 3,741 (3,741) - Cost of goods sold 5,788 - 5,788 General and administrative - 31,384 31,384 Selling, general and administrative 30,786 (30,786) - Depreciation and amortization of property and equipment - 6,204 6,204 Depreciation and amortization 7,914 (7,914) - Amortization of route and customer acquisition costs and location contracts acquired - 1,966 1,966 Other (income) expense (1,501) 1,501 - Interest expense, net - 11,452 11,452 Interest income (2,927) 2,927 - Interest expense 14,379 (14,379) - Income tax expense (benefit) - 1,211 1,211 Tax expense 1,211 (1,211) - Net (loss) income 9,922 - 9,922


 
For the Century three months ended March 31, 2022 Financial Statement Line Items Century (Historical) Reclassification adjustment to conform Century to Accel presentation Century (As Adjusted) Revenues: Net gaming - 57,329 57,329 Manufacturing revenue - 2,522 2,522 Amusement - 379 379 ATM fees and other revenue - 4,162 4,162 Net win from gaming devices 57,205 (57,205) - Proprietary game fees 1,564 (1,564) - Sales 2,689 (2,689) - Other revenue 2,914 (2,914) - Operating expenses: Cost of revenue (exclusive of depreciation and amortization expense shown below) - 49,277 49,277 Gaming device locations’ rents and participation costs 48,505 (48,505) - Other gaming device route operation costs 844 (844) - Cost of goods sold 1,352 - 1,352 General and administrative - 8,150 8,150 Selling, general and administrative 7,911 (7,911) - Depreciation and amortization of property and equipment - 1,721 1,721 Depreciation and amortization 2,156 (2,156) - Amortization of route and customer acquisition costs and location contracts acquired - 497 497 Other (income) expense 208 (208) - Interest expense, net - 2,684 2,684 Interest income (712) 712 - Interest expense 3,397 (3,397) - Income tax expense (benefit) - 150 150 Tax Expense 150 (150) - Net income 561 - 561


 
Note 4. Business Combination Pro Forma Adjustments The pro forma adjustments to the unaudited pro forma condensed combined statements of operations for the year ended December 31, 2021 and the three months ended March 31, 2022 and consist of the following: (A) Reflects the impact of the amortization of the estimated step-up in value of inventory of $1.3 million for the year ended December 31, 2021. (B) Represents transaction costs in connection with the acquisition of Century of $0.3 million incurred after March 31, 2022. These transaction costs have been reflected as an adjustment to the condensed combined statement of operations for the year ended December 31, 2021. These transaction costs primarily represent legal fees, licensing fees, and other professional fees. (C) Reflects a. a decrease in depreciation of property and equipment of $1.4 million and $0.5 million for the year ended December 31, 2021 and the three months ended March 31, 2022, respectively. This adjustment is the result of the estimated $10.6 million fixed assets step-up resulting from the Acquisition, and the depreciation of the adjusted fair value over the remaining useful lives of the applicable asset classes estimated as follows: 6 years for gaming equipment, 7 years for leasehold improvements and office furniture and equipment, 4 years for motor vehicles and equipment, 3 years for computer hardware and software, 10 years for land improvements and building improvements, and 24 years for buildings; and b. an incremental amortization of $0.5 million for the year ended December 31, 2022 and $0.1 million for the three months ended March 31, 2022 related to acquired trade names recognized in connection with the Century acquisition. The estimated remaining useful life of the acquired trade names is 20 years; and c. the impact of the amortization of acquired software of $1.0 million for the year ended December 31, 2021 and $0.3 million for the three months ended March 31, 2022. The estimated remaining useful life of the acquired software is 8 years. (D) Reflects an incremental amortization of $1.7 million for the year ended December 31, 2021 and $0.4 million for the three months ended March 31, 2022 related to acquired location contracts and customer relationships recognized in connection with the Acquisition. The average remaining useful lives of the acquired customer contracts are estimated at 7 and 15 years. (E) Reflects the combined impact of the additional estimated interest expense of $3.2 million for the year ended December 31, 2021 and $0.8 million for the three months ended March 31, 2022 incurred by Accel as a result of additional drawdowns of debt to an existing line of credit in the amount of $112.7 million assuming an effective interest rate of 2.83%, offset by the reversal of interest expense in the amount of $11.5 million for the year ended December 31, 2021 and $2.7 million for the three months ended March 31, 2022 related to Century’s debt which was paid off as part of the Acquisition. (F) Reflects the income tax impact related to the pro forma adjustments. Tax-related adjustments are based upon a stated statutory tax rate of 28.49% This rate does not reflect Accel's effective tax rate, which includes other tax charges or benefits. (G) The weighted average basic and diluted share amounts used to compute the pro forma EPS were adjusted to include the 515,622 Accel treasury shares paid to the Century sellers as part of the consideration for the Acquisition.


 

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Attachment: XBRL TAXONOMY EXTENSION PRESENTATION LINKBASE DOCUMENT