UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): March 14, 2021

ACCEL ENTERTAINMENT, INC.

(Exact name of registrant as specified in its charter)

Delaware			001-38136		98-1350261
(State or other jurisdiction of incorporation)			(Commission File Number)		(IRS 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)

(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 class	Trading symbol(s)	Name of each exchange on which registered
Class A-1 common stock, par value $0.0001 per share	ACEL	New 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. ☐

Item 4.02. Non-Reliance on Previously Issued Financial Statements or a Related Audit Report or Completed Interim Review.

As previously disclosed in the Company’s March 15, 2021 press release (the “Earnings Release”), after discussion with KPMG LLP, its independent registered public accounting firm (“KPMG”), the Company’s management reevaluated the accounting treatment of certain previously disclosed earn-out arrangements issued in connection with the 2019 business combination with TPG Pace Holdings Corp., a special purpose acquisition company. The number of Class A-1 common stock (the “contingent earnout shares”) the holder is entitled to under the agreement are dependent, in part, upon the occurrence of a change of control, which is not an input to the fair value of a fixed for fixed contract on equity shares. As such, the Company determined that the contingent earnout share obligation should be presented as a liability and marked to fair value each period, not equity-classified as previously presented. The liability does not constitute indebtedness of the Company and will only be satisfied, if earned, by the Company through the issuance of shares of the Company’s Class A-1 common stock.

The change in fair value of the contingent earnout shares in each period is a non-cash charge and has no impact on the Company’s historical reported revenues, operating income, Adjusted EBITDA (as defined in the Earnings Release), Adjusted net income, or cash flows provided by operating activities, used in investing activities, or provided by financing activities for any period.

On March 14, 2021, after discussion with KPMG, the Company’s management and the Audit Committee concluded that it is appropriate to correct such errors in its previously issued (i) audited consolidated financial statements as of and for the year ended December 31, 2019, (ii) unaudited condensed consolidated statements of operations for the three months ended March 31, 2020, and the three-month and year-to-date periods ended June 30, 2020 and September 30, 2020, and (iii) unaudited condensed consolidated balance sheets as of March 31, 2020, June 30, 2020 and September 30, 2020 (collectively the “Relevant Periods”) by restating such audited and unaudited condensed consolidated financial information because the errors were material to the financial information for each of the Relevant Periods. Considering such restatements, such audited and unaudited condensed consolidated financial statements should no longer be relied upon.

The Company also corrected certain revenue classification amounts related amusement and ATM fees revenues, cost of revenue, and general and administrative expenses which do not impact operating income, net income, Adjusted EBITDA, Adjusted net income, or cash flow provided for operating activities, used in investing activities or provided by financing activities for any period.

The Company included the restated audited consolidated financial statements and unaudited interim condensed consolidated financial statements for the Relevant Periods in its recently filed Form 10-K for the year ended December 31, 2020.

The Company’s management and the Audit Committee have discussed the matters disclosed in this Item 4.02 with the Company’s independent registered public accounting firm, KPMG LLP.

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

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