acel-20220504
0001698991false00016989912022-05-042022-05-04

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): May 4, 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.



Item 2.02. Results of Operations and Financial Condition.
On May 4, 2022, the Company issued a press release announcing its financial and operating results for the first quarter ended March 31, 2022. Copies of the Company’s press release and investor presentation are attached and furnished herewith as Exhibits 99.1 and 99.2 to this Form 8-K and are incorporated herein by reference.
Information in this report (including Exhibits 99.1 and 99.2) furnished pursuant to Item 2.02 shall not be deemed to be “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934 or otherwise subject to the liabilities of that Section. 
The Company announces material information to the public through a variety of means, including filings with the Securities and Exchange Commission, press releases, public conference calls, and the Company’s investor relations website (https:// ir.accelentertainment.com) as means of disclosing material non-public information and for complying with its disclosure obligations under Regulation FD.

Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
Exhibit
Number
Description
99.1
99.2
104Cover Page Interactive Data File (embedded within the Inline XBRL document)


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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: May 4, 2022By:/s/ Mathew Ellis
Mathew Ellis
Chief Financial Officer
 

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Accel Entertainment Announces Q1 2022 Operating Results

Chicago, IL – May 4, 2022 – Accel Entertainment, Inc. (NYSE: ACEL) today announced certain financial and operating results for the first quarter ended March 31, 2022.

Highlights:
Revenue of $196.9 million for Q1 2022, an increase of 34% compared to Q1 2021
Q1 2022 revenue per location per day increased 3% vs Q1 2021
Net income of $15.8 million for Q1 2022; an increase of 952% compared to Q1 2021
Adjusted EBITDA of $35.2 million for Q1 2022; an increase of 37% compared to Q1 2021
Q1 2022 ended with 2,565 locations; an increase of 4% compared to Q1 2021
Q1 2022 ended with 13,663 video gaming terminals (“VGTs”); an increase of 7% compared to Q1 2021
Q1 2022 ended with $147 million of net debt; a decrease of 22% compared to Q1 2021
Repurchased $14 million of Accel Class A-1 common stock in Q1 2022
Acquisition of Century Gaming, Inc. ("Century") on track to close at the end of May

In January, the Illinois Gaming Board ("IGB") began enforcing the 72-hour rule which requires operators to remove equipment from a location if there is no activity for 72 hours, regardless of whether the pause was due to temporary reasons such as location repairs, remodeling, or an ownership change. The 72-hour rule accelerated Accel's planned removals for the next several months and, as a result, Accel removed its equipment from 30 locations with 150 VGTs.
Accel CEO Andy Rubenstein commented, “Our solid performance this quarter is a direct testament to the strength of our business and loyalty of our customer base, even in an inflationary environment. Looking ahead, we remain focused on closing the Century acquisition as we bring together the best practices of both our companies, and we continue to see compelling opportunities for additional expansion. Accel’s asset-light, hyper-local business model remains our unique competitive advantage, and we look forward to capturing new growth, driving more value for our shareholders and further cementing our position as the leader in our market.”
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Condensed Consolidated Statements of Operations and Other Data
Three Months Ended March 31,
(in thousands)20222021
Total revenues$196,891 $147,069 
Operating income21,207 9,555 
Income before income tax expense20,623 3,414 
Net income15,788 1,501 
Other Financial Data:
Adjusted EBITDA(1)
35,242 25,813 
Adjusted net income (2)
17,605 11,057 
(1)
Adjusted EBITDA is defined as net income plus amortization of route and customer acquisition costs and location contracts acquired; (gain) loss on change in fair value of contingent earnout shares; stock-based compensation expense; other expenses, net; tax effect of adjustments; depreciation and amortization of property and equipment; interest expense; emerging markets; and income tax expense. For additional information on Adjusted EBITDA and a reconciliation of net income to Adjusted EBITDA, see “Non-GAAP Financial Measures—Adjusted net income and Adjusted EBITDA.”
(2)
Adjusted net income is defined as net income plus amortization of route and customer acquisition costs and location contracts acquired; (gain) loss on change in fair value of contingent earnout shares; stock-based compensation expense; other expenses, net; and tax effect of adjustments. For additional information on Adjusted net income and a reconciliation of net income to Adjusted net income, see "Non-GAAP Financial Measures— Adjusted net income and Adjusted EBITDA.”

Key Metrics
As of March 31,
20222021
Licensed establishments (1)
2,5652,470
Video gaming terminals (2)
13,66312,720
Average remaining contract term (years) (3)
7.06.7
March 31,
20222021
Location hold-per-day – for the three months ended(4) (in whole $)
$811$784
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(1)Based on Scientific Games International third-party terminal operator portal data which is updated at the end of each gaming day and includes licensed establishments that may be temporarily closed but still connected to the central system. This metric is utilized by Accel to continually monitor growth from existing locations, organic openings, acquired locations, and competitor conversions.
(2)Based on Scientific Games International third-party terminal operator portal data which is updated at the end of each gaming day and includes VGTs that may be temporarily shut off but still connected to the central system. This metric is utilized by Accel to continually monitor growth from existing locations, organic openings, acquired locations, and competitor conversions.
(3)Calculated by determining the average expiration date of all outstanding contracts, and then subtracting the applicable measurement date. The IGB limited the length of contracts entered into after February 2, 2018 to a maximum of eight years with no automatic renewals.
(4)
Calculated by dividing the difference between cash deposited in all VGTs at each licensed establishment and tickets issued to players at each licensed establishment by the number of locations in operation each day during the period being measured. Then divide the calculated amount by the number of operating days in such period. Location hold-per-day for the three months ended March 31, 2021 is computed based on 72-eligible days of gaming (excludes 18 non-gaming days due to the IGB mandated COVID-19 shutdown).

Condensed Consolidated Statements of Cash Flows Data 
Three Months Ended March 31,
(in thousands)20222021
Net cash provided by operating activities$22,061 $21,586 
Net cash used in investing activities(6,387)(2,462)
Net cash (used in) provided by financing activities(19,562)19,103


Non-GAAP Financial Measures
 Three Months Ended March 31,
(in thousands)20222021
Net income$15,788 $1,501 
Adjustments:
Amortization of route and customer acquisition costs and location contracts acquired (1)
3,548 6,106 
Stock-based compensation (2)
1,605 1,593 
(Gain) loss on change in fair value of contingent earnout shares (3)
(3,417)2,797 
Other expenses, net (4)
2,556 2,053 
Tax effect of adjustments (5)
(2,475)(2,993)
Adjusted net income$17,605 $11,057 
Depreciation and amortization of property and equipment5,841 5,989 
Interest expense, net4,001 3,344 
Emerging markets (6)
485 517 
Income tax expense7,310 4,906 
Adjusted EBITDA$35,242 $25,813 

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(1) Amortization of route and customer acquisition costs and location contracts acquired consist of upfront cash payments and future cash payments to third-party sales agents to acquire the licensed video gaming establishments that are not connected with a business combination. Accel amortizes the upfront cash payment over the life of the contract, including expected renewals, beginning on the date the location goes live, and recognizes non-cash amortization charges with respect to such items. Future or deferred cash payments, which may occur based on terms of the underlying contract, are generally lower in the aggregate as compared to established practice of providing higher upfront payments, and are also capitalized and amortized over the remaining life of the contract. Future cash payments do not include cash costs associated with renewing customer contracts as Accel does not generally incur significant costs as a result of extension or renewal of an existing contract. Location contracts acquired in a business combination are recorded at fair value as part of the business combination accounting and then amortized as an intangible asset on a straight-line basis over the expected useful life of the contract of 10 years. “Amortization of route and customer acquisition costs and location contracts acquired” aggregates the non-cash amortization charges relating to upfront route and customer acquisition cost payments and location contracts acquired.
(2)    Stock-based compensation consists of options, restricted stock units and warrants.
(3)    (Gain) loss on change in fair value of contingent earnout shares represents a non-cash fair value adjustment at each reporting period end related to the value of these contingent shares. Upon achieving such contingency, shares of Class A-2 common stock convert to Class A-1 common stock resulting in a non-cash settlement of the obligation.
(4)    Other expenses, net consists of (i) non-cash expenses including the remeasurement of contingent consideration liabilities, (ii) non-recurring expenses relating to lobbying efforts and legal expenses in Pennsylvania and lobbying efforts in Missouri, (iii) non-recurring costs associated with COVID-19 and (iv) other non-recurring expenses.
(5)    Calculated by excluding the impact of the non-GAAP adjustments from the current period tax provision calculations.
(6)    Emerging markets consist of the results, on an Adjusted EBITDA basis, for non-core jurisdictions where our operations are developing. Markets are no longer considered emerging when Accel has installed or acquired at least 500 gaming terminals in the jurisdiction, or when 24 months have elapsed from the date Accel first installs or acquires gaming terminals in the jurisdiction, whichever occurs first.

Reconciliation of Debt to Net Debt
As of March 31,
(in thousands)20222021
Debt, net of current maturities$323,057 $341,833 
Plus: Current maturities of debt18,45718,250
Less: Cash and cash equivalents(194,898)(172,678)
Net debt$146,616 $187,405 

Conference Call
Accel will host an investor conference call on May 5, 2022 at 11 a.m. Central Time (12 p.m. Eastern Time) to discuss these operating and financial results. Interested parties may join the live webcast by registering at https://www.incommglobalevents.com/registration/q4inc/10452/accel-entertainment-q1-2022-earnings-call/. Registering in advance of the call will provide listeners with a personalized link to view the webcast and an individual dial-in for the call. This registration link to the live webcast will also be available on Accel’s investor relations website, as well as a replay of the webcast following completion of the call: ir.accelentertainment.com.
About Accel
Accel believes it is the leading distributed gaming operator in the United States on an Adjusted EBITDA basis, and a preferred partner for local business owners in the Illinois market. Accel’s business consists of the installation, maintenance and operation of VGTs, redemption devices that disburse winnings and contain ATM functionality, and other amusement devices in authorized non-casino locations such as restaurants, bars, taverns, convenience stores, liquor stores, truck stops, and grocery stores.

Forward Looking Statements
This press release contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as
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amended. All statements, other than statements of historical fact, contained in this press release are forward-looking statements, including, but not limited to, any statements regarding our 2022 guidance, including with respect to the duration and impact of the COVID-19 pandemic (including expected operating expenses related thereto), potential acquisitions or strategic alliances, and our estimates of number of VGTs, locations, revenues, Adjusted EBITDA, capital expenditures, and Net Debt. The words “predict,” “estimated,” “anticipates,” “believes,” “estimates,” “expects,” “intends,” “may,” “plans,” “projects,” “will,” “would,” “continue,” and similar expressions or the negatives thereof are intended to identify forward looking statements. These forward looking statements represent our current reasonable expectations and involve known and unknown risks, uncertainties and other factors that may cause our actual results, performance and achievements, or industry results, to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statements. We cannot guarantee the accuracy of the forward-looking statements, and you should be aware that results and events could differ materially and adversely from those contained in the forward looking statements due to a number of factors including, but not limited to: the existing and potential future adverse impact of the COVID-19 pandemic on Accel’s business, operations and financial condition, including as a result the suspensions of all video gaming terminal operations by the Illinois Gaming Board between November 19, 2020 and January 23, 2021, which suspensions could be reinstated; Accel’s ability to operate in existing markets or expand into new jurisdictions; Accel’s ability to manage its growth effectively; Accel’s ability to offer new and innovative products and services that fulfill the needs of licensed establishment partners and create strong and sustained player appeal; Accel’s dependence on relationships with key manufacturers, developers and third parties to obtain VGTs, amusement machines, and related supplies, programs, and technologies for its business on acceptable terms; the negative impact on Accel’s future results of operations by the slow growth in demand for VGTs and by the slow growth of new gaming jurisdictions; Accel’s heavy dependency on its ability to win, maintain and renew contracts with licensed establishment partners; unfavorable economic conditions or decreased discretionary spending due to other factors such as epidemics or other public health issues (including COVID-19 and its variant strains), terrorist activity or threat thereof, civil unrest or other economic or political uncertainties, that could adversely affect Accel’s business, results of operations, cash flows and financial conditions and other risks and uncertainties indicated from time to time in documents filed or to be filed with the Securities and Exchange Commission (“SEC”).
Anticipated effects or benefits from the contemplated transaction may not ultimately occur, including expected revenues; effective integration of Century’s operations, establishments and terminals with our own; integration of new technology to our own portfolio; and, integration of player rewards programs into our own system or expansion of those rewards programs in other US markets. We cannot guarantee the accuracy of the forward-looking statements, and you should be aware that results and events could differ materially and adversely from those contained in the forward-looking statements due to a number of factors including, but not limited to the existing and potential future adverse impact of the COVID-19 pandemic on Century’s business, operations and financial condition, including as a result of any suspension of gaming operations in Nevada or Montana; our ability to expand effectively into Nevada and Montana; our ability to manage growth effectively; our ability to offer new and innovative products and services that fulfill the needs of Century’s establishment partners and create strong and sustained player appeal; Century’s dependence on relationships with key manufacturers, developers and third parties; the negative impact on Century’s future results of operations by the slow growth in demand for gaming terminals and by slow growth of gaming in Nevada and Montana; Century’s heavy dependency on its ability to win, maintain and renew contracts with licensed establishment partners; unfavorable economic conditions or decreased discretionary spending due to other factors such as epidemics or other public health issues (including COVID-19), terrorist activity or threat thereof, civil unrest or other economic or
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political uncertainties, that could adversely affect Accel’s or Century’s business, results of operations, cash flows and financial conditions and other risks and uncertainties.
Accordingly, forward-looking statements, including any projections or analysis, should not be viewed as factual and should not be relied upon as an accurate prediction of future results. The forward-looking statements contained in this press release are based on our current expectations and beliefs concerning future developments and their potential effects on the Accel. These forward-looking statements involve a number of risks, uncertainties (some of which are beyond our control), or other assumptions that may cause actual results or performance to be materially different from those expressed or implied by these forward-looking statements. These risks and uncertainties include, but are not limited to, those factors described in the sections entitled “Risk Factors” in the Quarterly Reports on Form 10-Q and in the Annual Report on Form 10-K filed by Accel with the SEC, as well as Accel’s other filings with the SEC. Except as required by law, we do not undertake publicly to update or revise these statements, even if experience or future changes make it clear that any projected results expressed in this or other press releases or future quarterly reports, or company statements will not be realized. In addition, the inclusion of any statement in this press release does not constitute an admission by us that the events or circumstances described in such statement are material. We qualify all of our forward-looking statements by these cautionary statements. In addition, the industry in which we operate is subject to a high degree of uncertainty and risk due to a variety of factors including those described in the section entitled “Risk Factors” in the Quarterly Reports on Form 10-Q and in the Annual Report on Form 10-K filed by Accel with the SEC, as well as Accel’s other filings with the SEC. These and other factors could cause our results to differ materially from those expressed in this press release.

Non-GAAP Financial Information
This press release includes certain financial information not prepared in accordance with Generally Accepted Accounting Principles in the United States (“GAAP”), including Adjusted EBITDA, Adjusted net income, and Net Debt. Adjusted EBITDA, Adjusted net income, and Net Debt are non-GAAP financial measures and are key metrics used to monitor ongoing core operations. Management of Accel believes Adjusted EBITDA, Adjusted net income, and Net Debt enhance the understanding of Accel’s underlying drivers of profitability and trends in Accel’s business and facilitates company-to-company and period-to-period comparisons, because these non-GAAP financial measures exclude the effects of certain non-cash items, represents certain nonrecurring items that are unrelated to core performance, or excludes non-core operations. Management of Accel also believes that these non-GAAP financial measures are used by investors, analysts and other interested parties as measures of financial performance.
Adjusted EBITDA, Adjusted net income, and Net Debt
Although Accel excludes amortization of route and customer acquisition costs and location contracts acquired from Adjusted EBITDA and Adjusted net income, Accel believes that it is important for investors to understand that these route, customer and location contract acquisitions contribute to revenue generation. Any future acquisitions may result in amortization of route and customer acquisition costs and location contracts acquired.
Adjusted EBITDA, Adjusted net income, and Net Debt are not recognized terms under GAAP. These non-GAAP financial measures excludes some, but not all, items that affect net income, and these measures may vary among companies. These non-GAAP financial measures are unaudited and have important limitations as an analytical tool, should not be viewed in isolation and do not purport to be alternatives to net income as indicators of operating performance.
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[*] Although we provide guidance for Adjusted EBITDA, we are not able to provide guidance for net income, the most directly comparable GAAP measure. Certain elements of the composition of GAAP net income, including stock-based compensation expenses, are difficult to predict and estimate, and are often dependent on future events which may be uncertain or outside of our control. These elements make it impractical for us to provide guidance on net income or to reconcile our Adjusted EBITDA guidance to net income without unreasonable efforts. For the same reason, we are unable to address the probable significance of the unavailable information.

Media Contact:
Eric Bonach
Abernathy MacGregor
212-371-5999
[email protected]
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ACCEL ENTERTAINMENT, INC.
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME
(Unaudited)
(In thousands, except per share amounts)Three Months Ended
March 31,
20222021
Revenues:
Net gaming$188,462 $140,464 
Amusement4,990 4,049 
ATM fees and other revenue3,439 2,556 
Total net revenues196,891 147,069 
Operating expenses:
Cost of revenue (exclusive of depreciation and amortization expense shown below)132,620 98,891 
General and administrative31,119 24,475 
Depreciation and amortization of property and equipment5,841 5,989 
Amortization of route and customer acquisition costs and location contracts acquired3,548 6,106 
Other expenses, net2,556 2,053 
Total operating expenses175,684 137,514 
Operating income21,207 9,555 
Interest expense, net4,001 3,344 
(Gain) loss on change in fair value of contingent earnout shares(3,417)2,797 
Income before income tax expense 20,623 3,414 
Income tax expense4,835 1,913 
Net income$15,788 $1,501 
Net income per common share:
Basic$0.17 $0.02 
Diluted0.17 0.02 
Weighted average number of shares outstanding:
Basic92,993 93,471 
Diluted93,741 94,280 
Comprehensive income
Net income$15,788 $1,501 
Unrealized gain on investment in convertible notes (net of income taxes of $0 and $187, respectively) — 469 
Unrealized gain on interest rate caplets (net of income taxes of $1,934 and $0, respectively) 4,864 — 
Comprehensive income$20,652 $1,970 


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ACCEL ENTERTAINMENT, INC.
CONDENSED CONSOLIDATED BALANCE SHEETS

(In thousands, except par value and share amounts)
March 31,December 31
20222021
Assets(Unaudited)
Current assets:
Cash and cash equivalents$194,898 $198,786 
Prepaid expenses6,279 6,998 
Interest rate caplets10,532 — 
Investment in convertible notes32,065 32,065 
Other current assets10,830 10,146 
Total current assets254,604 247,995 
Property and equipment, net157,278 152,251 
Other noncurrent assets:
Route and customer acquisition costs, net15,935 15,913 
Location contracts acquired, net147,397 150,672 
Goodwill46,199 46,199 
Other assets3,101 3,043 
Total other noncurrent assets212,632 215,827 
Total assets$624,514 $616,073 
Liabilities and Stockholders’ Equity
Current liabilities:
Current maturities of debt$18,457 $17,500 
Current portion of route and customer acquisition costs payable2,043 2,079 
Accrued location gaming expense3,359 3,969 
Accrued state gaming expense12,769 11,441 
Accounts payable and other accrued expenses19,397 14,616 
Accrued compensation and related expenses4,244 8,886 
Current portion of consideration payable12,101 13,344 
Total current liabilities72,370 71,835 
Long-term liabilities:
Debt, net of current maturities323,057 324,022 
Route and customer acquisition costs payable, less current portion3,871 3,953 
Consideration payable, less current portion12,006 12,706 
Contingent earnout share liability39,414 42,831 
Warrant and other long-term liabilities17 17 
Deferred income tax liability6,957 2,248 
Total long-term liabilities385,322 385,777 
Stockholders’ equity :
Preferred Stock, par value of $0.0001; 1,000,000 shares authorized; 0 shares issued and outstanding at March 31, 2022 and December 31, 2021
— — 
Class A-1 Common Stock, par value $0.0001; 250,000,000 shares authorized; 92,484,542 shares issued and outstanding at March 31, 2022; 93,410,563 shares issued and outstanding at December 31, 2021
Additional paid-in capital189,299 187,656 
Accumulated other comprehensive income4,864 — 
Accumulated deficit(4,433)(20,221)
Total stockholders' equity166,822 158,461 
Total liabilities and stockholders' equity$624,514 $616,073 
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First Quarter 2022 Earnings Presentation May 2022


 
Important Information Forward-Looking Statements This presentation contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. All statements, other than statements of historical fact, contained in this presentation are forward-looking statements, including, but not limited to, statements regarding our strategy, prospects, plans, objectives, future operations, future revenue and earnings, projected margins and expenses, markets for our services, potential acquisitions or strategic alliances, financial position, and liquidity and anticipated cash needs and availability. The words “anticipates,” “believes,” “estimates,” “expects,” “intends,” “may,” “plans,” “projects,” “will,” “would,” and similar expressions or the negatives thereof are intended to identify forward-looking statements. However, not all forward-looking statements contain these identifying words. These forward-looking statements represent our current reasonable expectations and involve known and unknown risks, uncertainties and other factors that may cause our actual results, performance and achievements, or industry results, to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statements. We cannot guarantee the accuracy of the forward-looking statements, and you should be aware that results and events could differ materially and adversely from those contained in the forward-looking statements due to a number of factors including, but not limited to: the existing and potential future adverse impact of the COVID-19 pandemic on Accel Entertainment, Inc.’s (the “Company” or “Accel”) business, operations and financial condition, including as a result the suspensions of all video gaming terminal operations by the Illinois Gaming Board between between November 19, 2020 and January 23, 2021, which suspensions could be reinstated; Accel’s ability to operate in existing markets or expand into new jurisdictions; Accel’s ability to manage its growth effectively; Accel’s ability to offer new and innovative products and services that fulfill the needs of licensed establishment partners and create strong and sustained player appeal; Accel’s dependence on relationships with key manufacturers, developers and third parties to obtain gaming terminals, amusement machines, and related supplies, programs, and technologies for its business on acceptable terms; the negative impact on Accel’s future results of operations by the slow growth in demand for VGTs and by the slow growth of new gaming jurisdictions; Accel’s heavy dependency on its ability to win, maintain and renew contracts with licensed establishment partners; unfavorable economic conditions or decreased discretionary spending due to other factors such as epidemics or other public health issues (including COVID-19), terrorist activity or threat thereof, civil unrest or other economic or political uncertainties, that could adversely affect Accel’s business, results of operations, cash flows and financial conditions and other risks and uncertainties indicated from time to time in documents filed or to be filed with the Securities and Exchange Commission ("SEC"). Anticipated effects or benefits from the contemplated transaction may not ultimately occur, including expected revenues; effective integration of Century’s operations, establishments and terminals with our own; integration of new technology to our own portfolio; and, integration of player rewards programs into our own system or expansion of those rewards programs in other US markets. We cannot guarantee the accuracy of the forward-looking statements, and you should be aware that results and events could differ materially and adversely from those contained in the forward-looking statements due to a number of factors including, but not limited to the existing and potential future adverse impact of the COVID-19 pandemic on Century’s business, operations and financial condition, including as a result of any suspension of gaming operations in Nevada or Montana; our ability to expand effectively into Nevada and Montana; our ability to manage growth effectively; our ability to offer new and innovative products and services that fulfill the needs of Century’s establishment partners and create strong and sustained player appeal; Century’s dependence on relationships with key manufacturers, developers and third parties; the negative impact on Century’s future results of operations by the slow growth in demand for gaming terminals and by slow growth of gaming in Nevada and Montana; Century’s heavy dependency on its ability to win, maintain and renew contracts with licensed establishment partners; unfavorable economic conditions or decreased discretionary spending due to other factors such as epidemics or other public health issues (including COVID-19), terrorist activity or threat thereof, civil unrest or other economic or political uncertainties, that could adversely affect Accel’s or Century’s business, results of operations, cash flows and financial conditions and other risks and uncertainties. Accordingly, forward-looking statements, including any projections or analysis, should not be viewed as factual and should not be relied upon as an accurate prediction of future results. The forward-looking statements contained in this presentation are based on our current expectations and beliefs concerning future developments and their potential effects on the Accel. These forward-looking statements involve a number of risks, uncertainties (some of which are beyond our control), or other assumptions that may cause actual results or performance to be materially different from those expressed or implied by these forward-looking statements. These risks and uncertainties include, but are not limited to, those factors described in the sections entitled “Risk Factors” in the Quarterly Reports on Form 10-Q and in the Annual Report on Form 10-K filed by Accel with the SEC, as well as Accel’s other filings with the SEC. Except as required by law, we do not undertake publicly to update or revise these statements, even if experience or future changes make it clear that any projected results expressed in this presentation or future quarterly reports, press releases or company statements will not be realized. In addition, the inclusion of any statement in this presentation does not constitute an admission by us that the events or circumstances described in such statement are material. We qualify all of our forward-looking statements by these cautionary statements. In addition, the industry in which we operate is subject to a high degree of uncertainty and risk due to a variety of factors including those described in the section entitled “Risk Factors.” These and other factors could cause our results to differ materially from those expressed in this presentation. Industry and Market Data Unless otherwise indicated, information contained in this presentation concerning our industry and the markets in which we operate, including our general expectations and market position, market opportunity, and market size, is based on information from various sources, on assumptions that we have made that are based on those data and other similar sources, and on our knowledge of the markets for our services. This information includes a number of assumptions and limitations, and you are cautioned not to give undue weight to such information. In addition, projections, assumptions, and estimates of our future performance and the future performance of the industry in which we operate are necessarily subject to a high degree of uncertainty and risk due to a variety of factors, including those described in the Quarterly Reports on Form 10-Q and in the Annual Report on Form 10-K filed by Accel with the SEC, as well as Accel’s other filings with the SEC. These and other factors could cause results to differ materially from those expressed in the estimates made by third parties and by us. Use of Non-GAAP Financial Measures This presentation includes non-GAAP financial measures, including Adjusted EBITDA, Adjusted net income, and Net Debt. Adjusted EBITDA is defined as net income plus amortization of route and customer acquisition costs and location contracts acquired; (gain) loss on change in fair value of contingent earnout shares; (gain) loss on change in fair value of warrants; stock-based compensation expense; other expenses, net; tax effect of adjustments; depreciation and amortization of property and equipment; emerging markets; interest expense; income tax expense; and loss on debt extinguishment. Adjusted net income is defined as net income (loss) plus amortization of route and customer acquisition costs and location contracts acquired; stock-based compensation expense; (gain) loss on change in fair value of contingent earnout shares; (gain) loss on change in fair value of warrants; other expenses, net; and tax effect of adjustments. Net Debt is defined as Debt, net of current maturities plus Current maturities of debt less Cash and cash equivalents. Management believes that these non-GAAP measures of financial results enhance the understanding of Accel’s underlying drivers of profitability and trends in Accel’s business and facilitate company-to-company and period-to period comparisons, because these non-GAAP financial measures exclude the effects of certain non-cash items or represent certain nonrecurring items that are unrelated to core performance. Management of Accel also believes that these non-GAAP financial measures are used by investors, analysts and other interested parties as measures of financial performance and to evaluate Accel’s ability to fund capital expenditures, service debt obligations and meet working capital requirements. See the slide entitled “Non-GAAP to GAAP Reconciliation” on page 10 for additional information. 2


 
Accel at a Glance 1. Calculated as Net Video Gaming Revenue in the period divided by the number of operational days. For the year ended December 31, 2020, there were 217 gaming days. For the year ended December 31, 2021, there were approximately 347 gaming days. 2. Voluntary contract renewal rate for the 3 years ending December 31, 2021. 3. Net Debt is a non-GAAP financial measures that may not be comparable to other similarly titled measures of other companies. Accel does not consider this non-GAAP measure in isolation or as an alternative to similar financial measures determined in accordance with GAAP. For more information with respect to these Non-GAAP financial measures, see page 2 “Use of Non-GAAP Financial Measures,” and for a reconciliation of each of these measures to their most directly comparable GAAP measure, see page 10 "Non-GAAP to GAAP Reconciliation.” Strong Track Record of Growth Disciplined Stewards of Capital As of March 31, 2022, Accel owned and operated 13,663 Video Gaming Terminals (“VGTs”) across 2,565 third-party licensed establishments in Illinois. Accel operates more VGTs than all 10 Illinois casinos combined Average Daily Net Video Gaming Revenue(1) ($ in thousands) 8 Year contracts Average remaining contract length: 7.0 years 99% Contract renewal rate(2) Strong backlog of contracted locations waiting to go-live High Quality Service Company in Gaming Vertical Contracted, Recurring Revenue 3 Balance sheet strength Conservative net leverage $147mm of Net Debt(3) Gaming legislation provides significant embedded opportunity for additional growth $353 $458 $658 $882 $1,125 $1,383 $2,030 $2,084 2015 2016 2017 2018 2019 2020 2021 2022 YTD


 
Recent Highlights • Q1 2022 revenue was $197 million − Location hold-per-day increased 3% despite Omicron and the 4th round of government stimulus checks issued in March 2021 • Removed equipment from 30 locations with 150 VGTs due to the 72-hour rule − Accelerated planned removals for the next several months − Expect to resume normal growth trend going forward • Century acquisition expected to close at the end of May 2022 − Century continues to perform better than Accel’s original estimates • Repurchased $14 million of Accel A-1 Common Stock in Q1 2022 − Repurchased an additional $6 million of Accel A-1 Common Stock in April 2022 4


 
$26 $43 $38 $33$35 Q1 Q2 Q3 Q4 2021 2022 $147 $202 $193 $192$197 Q1 Q2 Q3 Q4 2021 2022 Accel Quarterly KPIs 1. Hold-per-day (HPD) is calculated by dividing the difference between cash deposited in all VGTs at each licensed establishment and tickets issued to players at each licensed establishment by the number of locations in operation each day during the period being measured. Then divide the calculated amount by the number of operating days in such period. Hold per day for the three months ended March 31, 2021 is computed based on 72 eligible gaming days (excludes 18 non-gaming days due to the IGB mandated COVID-19 shutdowns). 2. Adjusted EBITDA is a non-GAAP financial measure that may not be comparable to other similarly titled measures of other companies. Accel does not consider this non-GAAP measure in isolation or as an alternative to similar financial measures determined in accordance with GAAP. For more information with respect to these Non-GAAP financial measures, see page 2 “Use of Non-GAAP Financial Measures,” and for a reconciliation of each of these measures to their most directly comparable GAAP measure, see page 10 "Non-GAAP to GAAP Reconciliation.” End of Period Live Locations / VGTs (#) Location Hold per Day(1) ($) Revenue ($mm) Adjusted EBITDA(2) ($mm) Open Jan 19 - Mar 31 Open Jan 19 - Mar 31 5 12,720 13,177 13,384 13,639 13,663 2,470 2,527 2,549 2,584 2,565 Q1 '21 Q2 '21 Q3 '21 Q4 '21 Q1 '22 VGTs Locations $784 $855 $798 $782$811 Q1 Q2 Q3 Q4 2021 2022


 
Q1 2022 Results 6 1. Adjusted EBITDA is a non-GAAP financial measures that may not be comparable to other similarly titled measures of other companies. Accel does not consider this non-GAAP measure in isolation or as an alternative to similar financial measures determined in accordance with GAAP. For more information with respect to these Non-GAAP financial measures, see page 2 “Use of Non-GAAP Financial Measures,” and for a reconciliation of each of these measures to their most directly comparable GAAP measure, see page 10 "Non-GAAP to GAAP Reconciliation.” 2. Presented as cash spend. 3. Net Debt is a non-GAAP financial measures that may not be comparable to other similarly titled measures of other companies. Accel does not consider this non-GAAP measure in isolation or as an alternative to similar financial measures determined in accordance with GAAP. For more information with respect to these Non-GAAP financial measures, see page 2 “Use of Non-GAAP Financial Measures,” and for a reconciliation of each of these measures to their most directly comparable GAAP measure, see page 10 "Non-GAAP to GAAP Reconciliation.” $ in millions Q1 2021 Q1 2022 % Change Locations 2,470 2,565 4% VGTs 12,720 13,663 7% Revenue $147 $197 34% Adj EBITDA(1) $26 $35 37% CapEx(2) $2 $7 250% Net Debt(3) $187 $147 -22%


 
Regulatory Update 7 Missouri Legislation • Legislative session expected to end in May 2022 North Carolina Legislation • HB 954 which would legalize VLTs was approved by House Commerce Committee in 2021 but did not progress further • Accel is working with other stakeholders to introduce VLT legislation in 2022 • 2022 legislative session expected to begin in May 2022 Georgia Expansion • Currently allows coin- operated skill-based games, primarily in convenience stores • Legislation to legalize a prepaid card for Class B play did not pass Illinois: 6th VGT & Increased Bet Limit Software • 2019 legislation allowed for the addition of a 6th machine at each location, and up to 10 total machines at certain qualified truck stops • 2019 legislation increased the max bet from $2 to $4, and increases the max payout from $500 to $1,199 • 6th VGT and increased bet limit software installations complete • Location revenue increased 30% - 35% Virginia Legislation • Unregulated games were illegal as of July 1, 2021 • VGT legislation not considered during the 2022 session


 
Historical Financial Summary 8 $ in millions 1. Cost of Revenue includes Illinois state gaming taxes, Scientific Gaming revenue sharing, Location revenue sharing, ATM and amusement commissions payable to locations, ATM and amusement fees, and licenses and permits for the operation of VGTs and other equipment. 2. Adjusted EBITDA and Adjusted Net Income are non-GAAP financial measures that may not be comparable to other similarly titled measures of other companies. Accel does not consider these non-GAAP measures in isolation or as an alternative to similar financial measures determined in accordance with GAAP. For more information with respect to these Non-GAAP financial measures, see page 2 “Use of Non-GAAP Financial Measures,” and for a reconciliation of each of these measures to their most directly comparable GAAP measure, see page 10 "Non-GAAP to GAAP Reconciliation.” 3. Gain (loss) on change in fair value of contingent earnout shares represents a non-cash fair value adjustment at each reporting period end related to the value of these contingent shares. Upon achieving such contingency, shares of Class A-2 common stock convert to Class A-1 common stock resulting in a non-cash settlement of the obligation. 4. Gain (loss) on change in fair value of warrants represents a non-cash fair value adjustment at each reporting period end related to the value of these warrants. Note: Numbers may not total due to rounding. Q1 YoY 2018 2019 2020 2021 2021 2022 Growth No. of Locations 1,686 2,312 2,435 2,584 2,470 2,565 4% No. of VGTs 7,649 10,499 12,247 13,639 12,720 13,663 7% Net Gaming Revenue 322 411 301 706 140 188 34% Other Revenue 13 18 16 29 7 8 28% Gross Revenues 335 429 316 735 147 197 34% % YoY Growth 35% 28% (26%) 132% 34% Less: Cost of Revenue (1) (217) (282) (211) (494) (99) (133) 34% Gross Profit 118 147 105 241 48 64 33% % Margin 35% 34% 33% 33% 33% 33% Less: G&A Expenses (54) (69) (77) (111) (24) (31) 27% EBITDA 63 77 28 130 24 33 40% Adjusted EBITDA (2) 64 80 34 -- 26 35 37% % Margin 19% 19% 11% -- 18% 18% % YoY Growth 36% 25% (57%) (100%) 37% Less: D&A of Property & Equipment (21) (26) (21) (25) (6) (6) Less: Amortization of Op Routes (15) (18) (23) (22) (6) (4) EBIT 28 33 (16) 83 12 24 Less: Other Expenses, net (3) (20) (9) (13) (2) (3) Less: Interest Expense, net (10) (13) (14) (13) (3) (4) Less: Income tax benefit (expense) (4) (5) 17 (15) (2) (5) Less: Gain (loss) on change in fair value of contingent earnout shares (3) -- (10) 8 (10) (3) 3 Less: Gain (loss) on change in fair value of warrants (4) -- (21) 13 -- -- -- Less: Loss on debt extinguishment -- (1) -- (1) -- -- Reported Net Income (Loss) 11 (37) (0) 32 2 16 Adjusted Net Income 23 23 6 71 11 18 Twelve Months Ended Three Months Ended December 31, March 31,


 
Accel Balance Sheet 9 Note: Numbers may not total due to rounding. $ in millions December 31, 2021 March 31, 2022 Assets Current Assets: Cash and cash equivalents $199 $195 Other current assets $49 $60 Total current assets $248 $255 Property and equipment, net $152 $157 Route and customer acquisition costs, net $16 $16 Location contracts acquired, net $151 $147 Goodwill $46 $46 Other assets $3 $3 Total assets $616 $625 Liabilities and Stockholders' Equity Current liabilities: Short term debt and current maturities $18 $18 Accrued state and location gaming expense $15 $16 Other current liabilities $39 $38 Total current liabilities $72 $72 Long-term liabilities: Long-term debt $324 $323 Contingent earnout share liability $43 $39 Other liabilities $19 $23 Total liabilities $458 $458 Total stockholders' equity $158 $167 Total liabilities and stockholders' equity $616 $625


 
Non-GAAP to GAAP Reconciliation 10 1. Stock-based compensation consists of options, restricted stock units and warrants. 2. Gain (loss) on change in fair value of contingent earnout shares represents a non-cash fair value adjustment at each reporting period end related to the value of these contingent shares. Upon achieving such contingency, shares of Class A-2 common stock convert to Class A-1 common stock resulting in a non-cash settlement of the obligation. 3. Gain (loss) on change in fair value of warrants represents a non-cash fair value adjustment at each reporting period end related to the value of these warrants. 4. Calculated by excluding the impact of the non-GAAP adjustments from the current period tax provision calculations. 5. Emerging markets consist of the results, on an adjusted EBITDA basis, for non-core jurisdictions where our operations are developing. Markets are no longer considered emerging when Accel has installed or acquired at least 500 gaming terminals in the jurisdiction, or when 24 months have elapsed from the date Accel first installs or acquires gaming terminals in the jurisdiction, whichever occurs first. Note: With respect to Non-GAAP financial measures, see page 2 "Use of Non-GAAP Financial Measures" under Important Information. Numbers may not total due to rounding. $ in millions 2018 2019 2020 2021 2021 2022 Reported Net Income (Loss) 11 (37) (0) 32 2 16 (+) Amortization of Op Routes 15 18 23 22 6 4 (+) Stock Based Comp(1) 0 2 6 6 2 2 (+) (Gain) loss on change in fair value of contingent earnout shares (2) – 10 (8) 10 3 (3) (+) (Gain) loss on change in fair value of w arrants (3) – 21 (13) – – – (+) Other Expenses, net 3 20 9 13 2 3 (+) Tax effect of adjustments(4) (6) (11) (10) (11) (3) (2) Adjusted Net Income 23 23 6 71 11 18 (+) D&A of Property & Equipment 21 26 21 25 6 6 (+) Interest Expense, net 10 13 14 13 3 4 (+) Emerging Markets(5) – – 1 3 1 0 (+) Income Tax (Benefit) Expense 10 17 (7) 26 5 7 (+) Loss on debt extinguishment – 1 – 1 – – Adjusted EBITDA 64 80 34 140 26 35 Twelve Months Ended Three Months Ended December 31, March 31, Three Months Ended March 31, June 30, Sep. 30, Dec. 31, March 31, 2021 2021 2021 2021 2022 Reported Net Income (Loss) 2 12 11 7 16 (+) Amortization of Op Routes 6 6 6 4 4 (+) Stock Based Comp (1) 2 2 1 2 2 (+) (Gain) loss on change in fair value of contingent earnout shares (2) 3 3 1 3 (3) (+) Other Expenses, net 2 3 4 4 3 (+) D&A of Property & Equipment 6 6 7 6 6 (+) Interest Expense, net 3 3 3 3 4 (+) Emerging Markets (5) 1 1 1 1 0 (+) Income Tax (Benefit) Expense 2 6 4 3 5 (+) Loss on Debt Extinguishment – – – 1 – Adjusted EBITDA 26 43 38 33 35 Three Months Ended March 31, 2021 2022 Debt, net of current maturities 342 323 (+) Current maturities of debt 18 18 (-) Cash and cash equivalents (173) (195) Net Debt 187 147