acel-20220309
0001698991false00016989912022-03-092022-03-09

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 9, 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 March 9, 2022, the Company issued a press release announcing its financial and operating results for the fourth quarter and year ended December 31, 2021. 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: March 9, 2022By:/s/ Brian Carroll
Brian Carroll
Chief Financial Officer
 

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Accel Entertainment Announces 2021 Operating Results

Chicago, IL – March 9, 2022 – Accel Entertainment, Inc. (NYSE: ACEL) today announced certain financial and operating results for the three-months and full year ended December 31, 2021.

Highlights:
Ended 2021 with 2,584 locations; an increase of 6% compared to 2020
Ended 2021 with 13,639 VGTs; an increase of 11% compared to 2020
Record year for Revenue, Net Income, and Adjusted EBITDA
Revenue of $192 million for Q4 2021 and $735 million for YE 2021
Net income of $7 million for Q4 2021 and $32 million for YE 2021
Adjusted EBITDA of $33 million for Q4 2021 and $140 million for YE 2021
2021 ended with $143 million of net debt; a decrease of 31% compared to 2020
Repurchased $9 million of Accel Class A-1 common stock in 2021; repurchased an additional $11 million of Accel Class A-1 common stock in January and February 2022
Began operations in Iowa on December 30, 2021 with the acquisition of Rich and Junnie's, an amusement device and ATM operator
Acquisition of Century Gaming, Inc. ("Century") expected to close by the end of May 2022

Reiterating 2022 Guidance:
Given the current momentum and small impact from the Omicron variant, Accel is reiterating 2022 guidance. 2022 guidance will be provided without Century and pro forma assuming Century's results are included for the full year. 2022 guidance also assumes Georgia will no longer be an "emerging market" for the second half of 2022 because it has operated for more than 24 months. Accordingly, the results from Georgia will not be added back to our Adjusted EBITDA during the second half 2022

2022 guidance without Century acquisition:
End 2022 with an estimated 2,760 - 2,795 locations
End 2022 with an estimated 14,560 - 14,750 VGTs
2022 Revenue estimated to be $820 - $870 million
2022 Adjusted EBITDA[*] estimated to be $160 - $170 million
2022 capital expenditures estimated to be $20 - $25 million of cash spend

2022 guidance pro forma for Century acquisition:
End 2022 with an estimated 3,700 - 3,800 locations
End 2022 with an estimated 23,000 - 25,000 VGTs
2022 Revenue estimated to be $1.07 - $1.18 billion
2022 Adjusted EBITDA[*] estimated to be $182 - $198 million
2022 capital expenditures estimated to be $25 - $35 million of cash spend


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Accel Entertainment CEO Andy Rubenstein commented, “We are pleased to report another strong quarter of results which led to a record full year 2021. In the year ahead, we look forward to capitalizing on this momentum and remain focused on growing our business both organically and inorganically while continuing to return capital to shareholders. Our asset-light and hyper-local business model remains proven and continues to give us a truly unique competitive advantage in the industry as we further cement Accel’s position as the preferred choice in distributed gaming.”

Consolidated Statements of Operations and Comprehensive Income (Loss) and Other Financial Data
Three Months Ended December 31,Year Ended December 31,
(in thousands)2021202020212020
Total net revenues$192,313 $74,414 $734,707 $316,352 
Operating income (loss)17,063 (11,966)70,192 (24,679)
Income (loss) before income taxes10,050 (13,650)46,576 (17,328)
Net income (loss)6,806 (8,519)31,559 (410)
Other Financial Data:
Adjusted EBITDA(1)
33,236 4,709 139,663 33,901 
Adjusted net income (loss) (2)
17,301 (2,243)71,407 18,350 
(1)Adjusted EBITDA is defined as net income (loss) plus amortization of route and customer acquisition costs and location contracts acquired; stock-based compensation expense; loss (gain) on change in fair value of contingent earnout shares; (gain) loss on change in fair value of warrants; other expenses, net; tax effect of adjustments; depreciation and amortization of property and equipment; interest expense, net; emerging markets; income tax expense (benefit); and loss on debt extinguishment. For additional information on Adjusted EBITDA and a reconciliation of net income (loss) to Adjusted EBITDA, see “Non-GAAP Financial Measures—Adjusted EBITDA and Adjusted net income (loss).”
(2)
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; loss (gain) 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. For additional information on Adjusted net income and a reconciliation of net income (loss) to Adjusted net income, see "Non-GAAP Financial Measures—Adjusted EBITDA and Adjusted net income.”

Key Business Metrics
As of December 31,
20212020
Licensed establishments (1)
2,5842,435
Video gaming terminals (2)
13,63912,247
Average remaining contract term (years) (3)
6.86.8
December 31,
20212020
Location hold-per-day – for the three months ended (4) (in whole $)
$782$583
Location hold-per-day – for the year ended (4) (in whole $)
$806$585
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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 year ended December 31, 2021 is computed based on 347-eligible days of gaming (excludes 18 non-gaming days due to the IGB mandated COVID-19 shutdown). Location hold-per-day for the year ended December 31, 2020 is computed based on 217-eligible days of gaming (excludes 148 non-gaming days due to the IGB-mandated COVID-19 shutdown).

Consolidated Statements of Cash Flows Data 
Year Ended December 31,
(in thousands)20212020
Net cash provided by (used in) operating activities$110,755 $(3,705)
Net cash used in investing activities(34,544)(61,435)
Net cash (used in) provided by financing activities(11,876)74,188


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Non-GAAP Financial Measures
 
 Three Months Ended December 31,Year Ended December 31,
(in thousands)2021202020212020
Net income (loss)$6,806 $(8,520)$31,559 $(410)
Adjustments:
Amortization of route and customer acquisition costs and location contracts acquired(1)
3,551 5,830 22,040 22,608 
Stock-based compensation(2)
1,696 1,483 6,403 5,538 
Loss (gain) on change in fair value of contingent earnout shares(3)
2,895 (1,851)9,762 (8,484)
Loss on change in fair value of warrants(4)
— — — (12,574)
Other expenses, net(5)
4,076 3,229 12,989 8,948 
Tax effect of adjustments(6)
(1,723)(2,414)(11,346)(9,850)
Adjusted net income (loss)17,301 (2,243)$71,407 $5,776 
Depreciation and amortization of property and equipment5,816 5,670 24,636 20,969 
Interest expense, net2,966 3,535 12,702 13,707 
Emerging markets(7)
1,034 463 3,403 517 
Income tax expense (benefit)4,967 (2,716)26,363 (7,068)
Loss on debt extinguishment1,152 — 1,152 — 
Adjusted EBITDA33,236 4,709 $139,663 $33,901 

(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 15 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 an unrealized fair value adjustment at each reporting period end related to the value of these contingent shares. Upon achieving such contingency, shares of our Class A-2 common stock convert to shares of our 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.
(5)    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.
(6)    Calculated by excluding the impact of the non-GAAP adjustments from the current period tax provision calculations.
(7)    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.

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Reconciliation of Debt to Net Debt
As of December 31,
(in thousands)20212020
Debt, net of current maturities$324,022 $321,891 
Plus: Current maturities of debt17,50018,250
Less: Cash and cash equivalents(198,786)(134,451)
Net debt$142,736 $205,690 
Conference Call
Accel will host an investor conference call on March 10, 2022 at 11 a.m. Central time (12 p.m. Eastern time) to discuss these financial and operating results. Interested parties may join the live webcast by registering at https://www.incommglobalevents.com/registration/q4inc/9890/accel-entertainment-q4-2021-earnings-call/ or accessing the webcast via the company’s investor relations website: ir.accelentertainment.com. Following completion of the call, a replay of the webcast will be posted on Accel’s investor relations website.
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 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 March 16, 2020 and June 30, 2020 and 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
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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 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
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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 (loss), and Net Debt. Adjusted EBITDA, Adjusted net income (loss), 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 (loss), 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 (loss), and Net Debt
Although Accel excludes amortization of route and customer acquisition costs and location contracts acquired from Adjusted EBITDA and Adjusted net income (loss), 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 (loss), 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.
[*] 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.
CONSOLIDATED STATEMENTS OF OPERATIONS and COMPREHENSIVE INCOME(LOSS)
(in thousands, except per share amounts)
Years ended December 31,
202120202019
Revenues:
Net gaming $705,784 $300,520 $410,636 
Amusement16,667 9,247 9,749 
ATM fees and other revenue12,256 6,585 8,311 
Total net revenues734,707 316,352 428,696 
Operating expenses:
Cost of revenue (exclusive of depreciation and amortization expense shown below)494,032 211,086 282,008 
General and administrative110,818 77,420 69,330 
Depreciation and amortization of property and equipment24,636 20,969 26,398 
Amortization of route and customer acquisition costs and location contracts acquired22,040 22,608 17,975 
Other expenses, net12,989 8,948 19,649 
Total operating expenses664,515 341,031 415,360 
Operating income (loss)70,192 (24,679)13,336 
Interest expense, net12,702 13,707 12,860 
Loss (gain) on change in fair value of contingent earnout shares9,762 (8,484)9,837 
(Gain) loss on change in fair value of warrants— (12,574)21,063 
Loss on debt extinguishment1,152 — 1,141 
Income (loss) before income tax expense (benefit)46,576 (17,328)(31,565)
Income tax expense (benefit)15,017 (16,918)5,199 
Net income (loss)$31,559 $(410)$(36,764)
Earnings (loss) per share:
Basic$0.34 $0.00 $(0.59)
Diluted0.33 (0.02)(0.59)
Weighted average number of shares outstanding:
Basic93,781 83,045 61,848 
Diluted94,638 83,113 61,848 
Comprehensive income (loss)
Net income (loss)$31,559 $(410)$(36,764)
Unrealized (loss) gain on investment in convertible notes (net of income taxes of $(36) and $36, respectively)
$(93)93 — 
Comprehensive income (loss)$31,466 $(317)$(36,764)


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ACCEL ENTERTAINMENT, INC.
CONSOLIDATED BALANCE SHEETS
(in thousands, except par value and share amounts)
December 31,
20212020
Assets
Current assets:
Cash and cash equivalents$198,786 $134,451 
Prepaid expenses6,998 5,549 
Income taxes receivable— 3,341 
Investment in convertible notes (current)32,065 — 
Other current assets10,146 8,643 
Total current assets247,995 151,984 
Property and equipment, net152,251 143,565 
Other assets:
Route and customer acquisition costs, net15,913 15,251 
Location contracts acquired, net150,672 167,734 
Goodwill46,199 45,754 
Investment in convertible notes, less current portion— 30,129 
Deferred income tax asset— 3,824 
Other assets3,043 2,000 
Total noncurrent assets215,827 264,692 
Total assets$616,073 $560,241 
Liabilities and Stockholders’ Equity
Current liabilities:
Current maturities of debt$17,500 $18,250 
Current portion of route and customer acquisition costs payable2,079 1,608 
Accrued location gaming expense3,969 — 
Accrued state gaming expense11,441 — 
Accounts payable and other accrued expenses14,616 23,666 
Accrued compensation and related expenses8,886 5,853 
Current portion of consideration payable13,344 3,013 
Total current liabilities71,835 52,390 
Long-term liabilities:
Debt, net of current maturities324,022 321,891 
Route and customer acquisition costs payable, less current portion3,953 4,064 
Consideration payable, less current portion12,706 20,943 
Contingent earnout share liability42,831 33,069 
Warrant and other long-term liabilities17 13 
Deferred income tax liability2,248 — 
Total long-term liabilities385,777 379,980 
Stockholders’ equity:
Preferred Stock, par value of $0.0001; 1,000,000 shares authorized; 0 shares issued and outstanding at December 31, 2021 and December 31, 2020
— — 
Class A-1 Common Stock, par value $0.0001; 250,000,000 shares authorized; 93,410,563 shares issued and outstanding at December 31, 2021; 93,379,508 shares issued and outstanding at December 31, 2020
Treasury stock, at cost(8,983)— 
Additional paid-in capital187,656 179,549 
Accumulated other comprehensive income— 93 
Accumulated deficit(20,221)(51,780)
Total stockholders' equity158,461 127,871 
Total liabilities and stockholders' equity$616,073 $560,241 

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Fourth Quarter and Full Year 2021 Earnings Presentation March 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 March 16, 2020 and June 30, 2020 and 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 (loss), and Net Debt. Adjusted EBITDA is defined as net income plus amortization of route and customer acquisition costs and location contracts acquired; change in fair value of contingent earnout shares; 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; provision for income taxes; 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; loss (gain) 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 11 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 11 "Non-GAAP to GAAP Reconciliation.” Strong Track Record of Growth Disciplined Stewards of Capital As of December 31, 2021, Accel owned and operated 13,639 Video Gaming Terminals (“VGTs”) across 2,584 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: 6.8 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 $143mm of Net Debt(3) Gaming legislation provided significant embedded opportunity for additional growth $256 $353 $458 $658 $882 $1,125 $1,383 $2,030 2014 2015 2016 2017 2018 2019 2020 2021


 
Recent Highlights • 2021 Revenue, Net Income, and Adjusted EBITDA were the highest in Accel’s history − Location hold-per-day increased 38% vs 2020 • Accel began operations in Iowa on December 30, 2021 with the acquisition of Rich and Junnie’s − Amusement and ATM operator in northeast Iowa • Century acquisition expected to close by the end of May 2022 − Century continues to perform better than Accel’s original estimates • Repurchased $9 million of Accel A-1 Common Stock in 2021; repurchased an additional $11 million of Accel A-1 Common Stock in January and February 2022 • 2022 guidance remains unchanged 4


 
$15 ($9) $23 $5 $26 $43 $38 $33 Q1 Q2 Q3 Q4 2020 2021 $106 – $135 $74 $147 $202 $193 $192 Q1 Q2 Q3 Q4 2020 2021 Accel Quarterly KPIs 1. Hold-per-day (HPD) is calculated by dividing the difference between cash deposited in all VGTs at each licensed establishment and tickets issued to players at each licensed establishment by the number of locations in operation each day during the period being measured. Then divide the calculated amount by the number of operating days in such period. Hold per day for the three months ended March 31, 2020, December 31, 2020, and March 31, 2021 is computed based on 76, 50, and 72, respectively, eligible gaming days (excludes 15, 42, and 18, respectively, non-gaming days due to the IGB mandated COVID-19 shutdowns). 2. Adjusted EBITDA is a non-GAAP financial measure that may not be comparable to other similarly titled measures of other companies. Accel does not consider this non-GAAP measure in isolation or as an alternative to similar financial measures determined in accordance with GAAP. For more information with respect to these Non-GAAP financial measures, see page 2 “Use of Non-GAAP Financial Measures,” and for a reconciliation of each of these measures to their most directly comparable GAAP measure, see page 11 "Non-GAAP to GAAP Reconciliation.” End of Period Live Locations / VGTs (#) Location Hold per Day(1) ($) Revenue ($mm) Adjusted EBITDA(2) ($mm) Open Jan 1 – Mar. 16 Open Jan 1 - Mar 16 Open Jan 19 - Mar 31 Open Jan 1 - Mar 16 Open Jan 19 - Mar 31 Open Oct 1 - Nov 19 5 12,247 12,720 13,177 13,384 13,639 2,435 2,470 2,527 2,549 2,584 Q4 '20 Q1 '21 Q2 '21 Q3 '21 Q4 '21 VGTs Locations $572 – $596 $583 $784 $855 $798 $782 Q1 Q2 Q3 Q4 2020 2021 Open Oct 1 - Nov 19 Closed Apr 1 – Jun 30 Closed Apr 1 – Jun 30


 
Q4 2021 and FY 2021 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 11 "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 11 "Non-GAAP to GAAP Reconciliation.” $ in millions Q4 2020 Q4 2021 % Change FY 2020 FY 2021 % Change Locations 2,435 2,584 6% 2,435 2,584 6% VGTs 12,247 13,639 11% 12,247 13,639 11% Revenue $74 $192 158% $316 $735 132% Adj EBITDA(1) $5 $33 606% $34 $140 312% CapEx(2) $8 $11 35% $26 $30 15% Net Debt(3) $206 $143 -31% $206 $143 -31%


 
2021 and 2022 Guidance 7 1. 2022 guidance assumes the results from Georgia will not be added back to our Adjusted EBITDA during the second half of 2022 because Georgia has operated for more than 24 months. 2022 Pro Forma guidance includes full-year operating results of Century. 2. 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 11 "Non-GAAP to GAAP Reconciliation.” 3. Presented as cash spend. 4. 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 11 "Non-GAAP to GAAP Reconciliation.” $ in millions 2021 (Actual) 2022 Guidance(1) (Excludes Century) 2022 Guidance(1) (Pro Forma Century) Locations 2,584 2,760 - 2,795 3,700 – 3,800 VGTs 13,639 14,560 - 14,750 23,000 – 25,000 Revenue $735 $820 - $870 $1,065 - $1,180 Adj EBITDA(2) $140 $160 - $170 $182 - $198 CapEx(3) $30 $20 - $25 $25 - $35 Net Debt(4) $143 n/a n/a


 
Regulatory Update 8 Missouri Legislation • 4 VLT bills filed and awaiting committee hearings • 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 • Ended 2021 with ~100 locations • Legislative session includes bills to legalize a prepaid gift card for Class B play • Legislative session expected to end in early April 2022 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 9 $ 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 11 "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. Q4 YTD YoY YoY 2017 2018 2019 2020 2020 2021 Growth 2020 2021 Growth No. of Locations 1,442 1,686 2,312 2,435 2,435 2,584 6% 2,435 2,584 6% No. of VGTs 6,439 7,649 10,499 12,247 12,247 13,639 11% 12,247 13,639 11% Net Gaming Revenue 240 322 411 301 69 185 167% 301 706 135% Other Revenue 8 13 18 16 5 7 46% 16 29 83% Gross Revenues 248 335 429 316 74 192 158% 316 735 132% % YoY Growth 43% 35% 28% (26%) 158% 132% Less: Cost of Revenue (1) (157) (217) (282) (211) (49) (130) 163% (211) (494) 134% Gross Profit 91 118 147 105 25 63 150% 105 241 129% % Margin 37% 35% 34% 33% 34% 33% 33% 33% Less: G&A Expenses (45) (54) (69) (77) (22) (32) 44% (77) (111) 43% EBITDA 46 63 77 28 3 31 1004% 28 130 366% Adjusted EBITDA (2) 47 64 80 34 5 33 606% 34 140 312% % Margin 19% 19% 19% 11% 6% 17% 11% 19% % YoY Growth 36% 25% (57%) 606% 312% Less: D&A of Property & Equipment (17) (21) (26) (21) (6) (6) (21) (25) Less: Amortization of Op Routes (10) (15) (18) (23) (6) (4) (23) (22) EBIT 20 28 33 (16) (9) 21 (16) 83 Less: Other Expenses, net (1) (3) (20) (9) (3) (4) (9) (13) Less: Interest Expense, net (8) (10) (13) (14) (4) (3) (14) (13) Less: Income tax benefit (expense) (2) (4) (5) 17 5 (3) 17 (15) Less: Gain (loss) on change in fair value of contingent earnout shares (3) -- -- (10) 8 2 (3) 8 (10) Less: Gain (loss) on change in fair value of warrants (4) -- -- (21) 13 -- -- 13 -- Less: Loss on debt extinguishment -- -- (1) -- -- (1) -- (1) Reported Net Income (Loss) 8 11 (37) (0) (9) 7 (0) 32 Adjusted Net Income (Loss) 17 23 23 6 (2) 17 6 71 Twelve Months Ended Three Months Ended Twelve Months Ended December 31, December 31, December 31,


 
Accel Balance Sheet 10 Note: Numbers may not total due to rounding. $ in millions December 31, 2020 December 31, 2021 Assets Current Assets: Cash and cash equivalents $134 $199 Other current assets $18 $49 Total current assets $152 $248 Property and equipment, net $144 $152 Route and customer acquisition costs, net $15 $16 Location contracts acquired, net $168 $151 Goodwill $46 $46 Investment in convertible notes $30 – Deferred income tax asset $4 – Other assets $2 $3 Total assets $560 $616 Liabilities and Stockholders' Equity Current liabilities: Short term debt and current maturities $18 $18 Accrued state and location gaming expense – $15 Other current liabilities $34 $39 Total current liabilities $52 $72 Long-term liabilities: Long-term debt $322 $324 Contingent earnout share liability $33 $43 Other liabilities $25 $19 Total liabilities $432 $458 Total stockholders' equity $128 $158 Total liabilities and stockholders' equity $560 $616


 
Non-GAAP to GAAP Reconciliation 11 1. Stock-based compensation consists of options, restricted stock units and warrants. 2. Loss (gain) 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. Loss (gain) 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 2017 2018 2019 2020 2020 2021 2020 2021 Reported Net Income (Loss) 8 11 (37) (0) (9) 7 (0) 32 (+) Amortization of Op Routes 10 15 18 23 6 4 23 22 (+) Stock Based Comp(1) 1 0 2 6 1 2 6 6 (+) (Gain) loss on change in fair value of contingent earnout shares (2) – – 10 (8) (2) 3 (8) 10 (+) (Gain) loss on change in fair value of w arrants (3) – – 21 (13) – – (13) – (+) Other Expenses, net 1 3 20 9 3 4 9 13 (+) Tax effect of adjustments(4) (3) (6) (11) (10) (2) (2) (10) (11) Adjusted Net Income 17 23 23 6 (2) 17 6 71 (+) D&A of Property & Equipment 17 21 26 21 6 6 21 25 (+) Interest Expense, net 8 10 13 14 4 3 14 13 (+) Emerging Markets(5) – – – 1 0 1 1 3 (+) Income Tax (Benefit) Expense 5 10 17 (7) (3) 5 (7) 26 (+) Loss on debt extinguishment – – 1 – – 1 – 1 Adjusted EBITDA 47 64 80 34 5 33 34 140 Twelve Months Ended Three Months Ended Twelve Months Ended December 31, December 31, December 31, March 31, June 30, Sep. 30, Dec. 31, March 31, June 30, Sep. 30, Dec. 31, 2020 2020 2020 2020 2021 2021 2021 2021 Reported Net Income (Loss) 48 (47) 7 (9) 2 12 11 7 (+) Amortization of Op Routes 6 6 6 6 6 6 6 4 (+) Stock Based Comp(1) 1 1 2 1 2 2 1 2 (+) (Gain) loss on change in fair value of contingent earnout shares (2) (17) 7 4 (2) 3 3 1 3 (+) (Gain) loss on change in fair value of w arrants (3) (33) 18 2 (0) – – – – (+) Other Expenses, net 1 3 1 3 2 3 4 4 (+) D&A of Property & Equipment 5 5 5 6 6 6 7 6 (+) Interest Expense, net 4 2 3 4 3 3 3 3 (+) Emerging Markets(5) – – 0 0 1 1 1 1 (+) Income Tax (Benefit) Expense (0) (5) (7) (5) 2 6 4 3 (+) Loss on Debt Extinguishment – – – – – – – 1 Adjusted EBITDA 15 (9) 23 5 26 43 38 33 Three Months Ended Three Months Ended December 31, 2020 2021 Debt, net of current maturities 322 324 (+) Current maturities of debt 18 18 (-) Cash and cash equivalents (134) (199) Net Debt 206 143