8-K
Accel Entertainment, Inc. (ACEL)
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 3, 2023
ACCEL ENTERTAINMENT, INC.
(Exact name of registrant as specified in its charter)
| Delaware | 001-38136 | 98-1350261 | |||
|---|---|---|---|---|---|
| (State or other jurisdiction<br>of incorporation) | (Commission<br>File Number) | (IRS Employer<br>Identification No.) | |||
| 140 Tower Drive | |||||
| Burr Ridge | , | Illinois | 60527 | ||
| (Address of principal executive offices) | (Zip Code) |
(630) 972-2235
(Registrant’s telephone number, including area code)
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading symbol(s) | Name of each exchange on which registered |
|---|---|---|
| Class A-1 common stock, par value $0.0001 per share | ACEL | New York Stock Exchange |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 2.02. Results of Operations and Financial Condition.
On May 3, 2023, the Company issued a press release announcing its financial and operating results for the first quarter ended March 31, 2023. 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<br>Number | Description |
|---|---|
| 99.1 | Press Release dated May 3, 2023 |
| 99.2 | Accel Investor Presentation - First Quarter 2023 Earnings Presentation |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| ACCEL ENTERTAINMENT, INC. | ||
|---|---|---|
| Date: May 3, 2023 | By: | /s/ Mathew Ellis |
| Mathew Ellis | ||
| Chief Financial Officer |
3
Document
Accel Entertainment Announces Q1 2023 Operating Results
Chicago, IL – May 3, 2023 – Accel Entertainment, Inc. (NYSE: ACEL) today announced certain financial and operating results for the first quarter ended March 31, 2023.
Highlights:
•Ended Q1 2023 with 3,628 locations; an increase of 41% compared to Q1 2022 primarily due to the acquisition of Century Gaming, Inc. ("Century")
•Ended Q1 2023 with 23,497 gaming terminals; an increase of 72% compared to Q1 2022 primarily due to the acquisition of Century
•Revenue of $293.2 million for Q1 2023, an increase of 49% compared to Q1 2022
•Net income of $9.2 million for Q1 2023; a decrease of 42% compared to Q1 2022 primarily attributable to the $4.6 million loss on the change in fair value of the continent earnout shares in Q1 2023 compared to the $3.4 million gain in Q1 2022
•Adjusted EBITDA of $46.1 million for Q1 2023; an increase of 31% compared to Q1 2022 primarily due to the acquisition of Century and Illinois same stores sales growth of 9%
•Q1 2023 ended with $309 million of net debt; an increase of 111% compared to Q1 2022 primarily due to borrowings of $160 million on our credit facility in Q2 2022 to finance the Century acquisition
•Repurchased approximately $4 million of Accel Class A-1 common stock in Q1 2023
Accel CEO Andy Rubenstein commented, “Our record-breaking performance this quarter is a direct testament to the strength of our business and execution of our growth strategy despite ongoing macroeconomic uncertainty. We have seen significant increases in both locations and gaming terminals over the past year and are excited to continue expanding our distributed gaming offerings. Our asset-light and hyper-local business model gives us a truly unique competitive advantage as we further cement Accel’s position as the preferred choice in distributed gaming.”
| Condensed Consolidated Statements of Operations and Other Data | ||||||||
|---|---|---|---|---|---|---|---|---|
| Three Months Ended March 31, | ||||||||
| (in thousands) | 2023 | 2022 | ||||||
| Total net revenue | $ | 293,208 | $ | 196,891 | ||||
| Operating income | 27,672 | 21,207 | ||||||
| Income before income tax expense | 15,182 | 20,623 | ||||||
| Net income | 9,182 | 15,788 | ||||||
| Other Financial Data: | ||||||||
| Adjusted EBITDA(1) | 46,118 | 35,242 | ||||||
| Adjusted net income (2) | 21,064 | 17,605 | (1) | Adjusted EBITDA is defined as net income plus amortization of intangible assets and route and customer acquisition costs; (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 EBITDA and Adjusted net income.” | ||||
| --- | --- | |||||||
| (2) | Adjusted net income is defined as net income plus amortization of intangible assets and route and customer acquisition costs; (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.” | |||||||
| Net Revenues | ||||||||
| --- | --- | --- | --- | --- | ||||
| (in thousands) | Three Months Ended March 31, | |||||||
| 2023 | 2022 | |||||||
| Net revenues by state: | ||||||||
| Illinois | $ | 219,843 | $ | 194,859 | ||||
| Montana | 36,451 | — | ||||||
| Nevada | 29,961 | — | ||||||
| Other | 6,953 | 2,032 | ||||||
| Total net revenues | $ | 293,208 | $ | 196,891 | ||||
| Key Business Metrics | ||||||||
| --- | --- | --- | ||||||
| Locations (1) | As of March 31, | |||||||
| 2023 | 2022 | |||||||
| Illinois | 2,663 | 2,565 | ||||||
| Montana | 620 | — | ||||||
| Nevada | 345 | — | ||||||
| Total locations | 3,628 | 2,565 | ||||||
| Terminals (1) | As of March 31, | |||||||
| --- | --- | --- | ||||||
| 2023 | 2022 | |||||||
| Illinois | 14,546 | 13,663 | ||||||
| Montana | 6,247 | — | ||||||
| Nevada | 2,704 | — | ||||||
| Total terminals | 23,497 | 13,663 | ||||||
| (1) | Based on a combination of third-party portal data and data from our internal systems. This metric is utilized by Accel to continually monitor growth from existing locations, organic openings, acquired locations, and competitor conversions. | |||||||
| --- | --- | |||||||
| Condensed Consolidated Statements of Cash Flows Data | ||||||||
| --- | --- | --- | --- | --- | ||||
| Three Months Ended March 31, | ||||||||
| (in thousands) | 2023 | 2022 | ||||||
| Net cash provided by operating activities | $ | 37,983 | $ | 22,061 | ||||
| Net cash used in investing activities | (23,585) | (6,387) | ||||||
| Net cash used in financing activities | (9,982) | (19,562) | ||||||
| Non-GAAP Financial Measures | ||||||||
| --- | --- | --- | --- | --- | --- | |||
| Three Months Ended March 31, | ||||||||
| (in thousands) | 2023 | 2022 | ||||||
| Net income | $ | 9,182 | $ | 15,788 | ||||
| Adjustments: | ||||||||
| Amortization of intangible assets and route and customer acquisition costs (1) | 5,242 | 3,548 | ||||||
| Stock-based compensation (2) | 1,688 | 1,605 | ||||||
| Loss (gain) on change in fair value of contingent earnout shares (3) | 4,602 | (3,417) | ||||||
| Other expenses, net (4) | 3,251 | 2,556 | ||||||
| Tax effect of adjustments (5) | (2,901) | (2,475) | ||||||
| Adjusted net income | $ | 21,064 | $ | 17,605 | ||||
| Depreciation and amortization of property and equipment | 9,063 | 5,841 | ||||||
| Interest expense, net | 7,888 | 4,001 | ||||||
| Emerging markets (6) | (798) | 485 | ||||||
| Income tax expense | 8,901 | 7,310 | ||||||
| Adjusted EBITDA | $ | 46,118 | $ | 35,242 |
(1)Amortization of intangible assets and route and customer acquisition costs consist of upfront cash payments and future cash payments to third-party sales agents to acquire the location partners that are not connected with a business acquisition, as well as the amortization of other intangible assets. We amortize 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 we do 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 intangible assets and route and customer acquisition costs” aggregates the non-cash amortization charges relating to upfront route and customer acquisition cost payments and location contracts acquired, as well as the amortization of other intangible assets.
(2)Stock-based compensation consists of options, restricted stock units, and performance-based restricted stock units.
(3)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.
(4)Other expenses, net consists of (i) non-cash expenses including the remeasurement of contingent consideration liabilities, (ii) non-recurring lobbying and legal expenses related to distributed gaming expansion in current or prospective markets, and (iii) other non-recurring expenses.
(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 we have installed or acquired at least 500 gaming terminals in the jurisdiction, or when 24 months have elapsed from the date we first install or acquire gaming terminals in the jurisdiction, whichever occurs first. We currently view Nebraska, Iowa and Pennsylvania as emerging markets. Prior to July 2022, Georgia was considered an emerging market.
| Reconciliation of Debt to Net Debt | ||||
|---|---|---|---|---|
| As of March 31, | ||||
| (in thousands) | 2023 | 2022 | ||
| Debt, net of current maturities | $ | 514,146 | $ | 323,057 |
| Plus: Current maturities of debt | 23,469 | 18,457 | ||
| Less: Cash and cash equivalents | (228,529) | (194,898) | ||
| Net debt | $ | 309,086 | $ | 146,616 |
Conference Call
Accel will host an investor conference call on May 3, 2023 at 4:30 p.m. Central Time (5:30 p.m. Eastern Time) to discuss these operating and financial results. Interested parties may join the live webcast by registering at https://www.netroadshow.com/events/login?show=284c0d2c&confId=49489. 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 markets Accel serves. Accel’s business consists of the installation, maintenance and operation of gaming terminals, redemption devices that disburse winnings and contain automated teller machine (“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.
Media Contact:
Eric Bonach
H/Advisors Abernathy
212-371-5999
eric.bonach@h-advisors.global
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 estimates of number of gaming terminals, locations, revenues, Adjusted EBITDA and capital expenditures. 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: Accel's ability to successfully
integrate its business with the business of Century and realize the full benefits of the Century acquisition; 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 location 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 gaming terminals and by the slow growth of new gaming jurisdictions; Accel’s heavy dependency on its ability to win, maintain and renew contracts with location partners; unfavorable macroeconomic conditions or decreased discretionary spending due to other factors such as increased interest rates, increased inflation, actual or perceived instability in the U.S. and global banking systems, high fuel rates, recessions, epidemics or other public health issues (including COVID-19 and its variant strains), terrorist activity or threat thereof, civil unrest or other macroeconomic 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”).
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 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 section entitled “Risk Factors” 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 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 intangible assets and route and customer acquisition costs from Adjusted EBITDA and Adjusted net income, Accel believes that it is important for investors to understand that these route, customer and other intangible assets contribute to revenue generation. Any future acquisitions may result in amortization of intangible assets and route and customer acquisition costs.
Adjusted EBITDA, Adjusted net income, and Net Debt are not recognized terms under GAAP. These non-GAAP financial measures exclude 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.
ACCEL ENTERTAINMENT, INC.
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited)
| (In thousands, except per share amounts) | Three Months Ended<br>March 31, | ||||
|---|---|---|---|---|---|
| 2023 | 2022 | ||||
| Revenues: | |||||
| Net gaming | $ | 279,380 | $ | 188,462 | |
| Amusement | 6,798 | 4,990 | |||
| Manufacturing | 2,122 | — | |||
| ATM fees and other revenue | 4,908 | 3,439 | |||
| Total net revenues | 293,208 | 196,891 | |||
| Operating expenses: | |||||
| Cost of revenue (exclusive of depreciation and amortization expense shown below) | 203,554 | 132,620 | |||
| Cost of manufacturing goods sold (exclusive of depreciation and amortization expense shown below) | 1,408 | — | |||
| General and administrative | 43,018 | 31,119 | |||
| Depreciation and amortization of property and equipment | 9,063 | 5,841 | |||
| Amortization of intangible assets and route and customer acquisition costs | 5,242 | 3,548 | |||
| Other expenses, net | 3,251 | 2,556 | |||
| Total operating expenses | 265,536 | 175,684 | |||
| Operating income | 27,672 | 21,207 | |||
| Interest expense, net | 7,888 | 4,001 | |||
| Loss (gain) on change in fair value of contingent earnout shares | 4,602 | (3,417) | |||
| Income before income tax expense | 15,182 | 20,623 | |||
| Income tax expense | 6,000 | 4,835 | |||
| Net income | $ | 9,182 | $ | 15,788 | |
| Earnings per common share: | |||||
| Basic | $ | 0.11 | $ | 0.17 | |
| Diluted | 0.11 | 0.17 | |||
| Weighted average number of shares outstanding: | |||||
| Basic | 86,885 | 92,993 | |||
| Diluted | 87,132 | 93,741 |
ACCEL ENTERTAINMENT, INC.
CONDENSED CONSOLIDATED BALANCE SHEETS
| (In thousands, except par value and share amounts) | March 31, | December 31 | ||
|---|---|---|---|---|
| 2023 | 2022 | |||
| Assets | (Unaudited) | |||
| Current assets: | ||||
| Cash and cash equivalents | $ | 228,529 | $ | 224,113 |
| Accounts receivable, net | 7,740 | 11,166 | ||
| Prepaid expenses | 7,078 | 7,407 | ||
| Inventories | 7,476 | 6,941 | ||
| Income taxes receivable | — | 538 | ||
| Interest rate caplets | 8,205 | 8,555 | ||
| Investment in convertible notes | 32,065 | 32,065 | ||
| Other current assets | 8,166 | 8,427 | ||
| Total current assets | 299,259 | 299,212 | ||
| Property and equipment, net | 225,758 | 211,844 | ||
| Noncurrent assets: | ||||
| Route and customer acquisition costs, net | 18,378 | 18,342 | ||
| Location contracts acquired, net | 185,083 | 189,343 | ||
| Goodwill | 101,554 | 100,707 | ||
| Other intangible assets, net | 22,370 | 22,979 | ||
| Interest rate caplets, net of current | 8,471 | 11,364 | ||
| Other assets | 9,455 | 8,978 | ||
| Total noncurrent assets | 345,311 | 351,713 | ||
| Total assets | $ | 870,328 | $ | 862,769 |
| Liabilities and Stockholders’ Equity | ||||
| Current liabilities: | ||||
| Current maturities of debt | $ | 23,469 | $ | 23,466 |
| Current portion of route and customer acquisition costs payable | 1,513 | 1,487 | ||
| Accrued location gaming expense | 6,614 | 7,791 | ||
| Accrued state gaming expense | 18,517 | 16,605 | ||
| Accounts payable and other accrued expenses | 28,287 | 22,302 | ||
| Accrued compensation and related expenses | 6,704 | 10,607 | ||
| Current portion of consideration payable | 7,760 | 7,647 | ||
| Total current liabilities | 92,864 | 89,905 | ||
| Long-term liabilities: | ||||
| Debt, net of current maturities | 514,146 | 518,566 | ||
| Route and customer acquisition costs payable, less current portion | 4,751 | 5,137 | ||
| Consideration payable, less current portion | 6,521 | 6,872 | ||
| Contingent earnout share liability | 27,890 | 23,288 | ||
| Other long-term liabilities | 3,164 | 3,390 | ||
| Deferred income tax liability, net | 38,506 | 37,021 | ||
| Total long-term liabilities | 594,978 | 594,274 | ||
| Stockholders’ equity: | ||||
| Preferred Stock, par value of $0.0001; 1,000,000 shares authorized; 0 shares issued and outstanding at March 31, 2023 and December 31, 2022 | — | — | ||
| Class A-1 Common Stock, par value $0.0001; 250,000,000 shares authorized; 94,751,204 shares issued and 86,444,825 shares outstanding at March 31, 2023; 94,504,051 shares issued and 86,674,390 shares outstanding at December 31, 2022 | 9 | 9 | ||
| Additional paid-in capital | 195,243 | 194,157 | ||
| Treasury stock, at cost | (85,903) | (81,697) | ||
| Accumulated other comprehensive income | 10,074 | 12,240 | ||
| Accumulated earnings | 63,063 | 53,881 | ||
| Total stockholders' equity | 182,486 | 178,590 | ||
| Total liabilities and stockholders' equity | $ | 870,328 | $ | 862,769 |
9
accel1q23resultspresenta
First Quarter 2023 Earnings Presentation May 2023
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, any statements regarding our estimates of number of gaming terminals, locations, revenues, Adjusted EBITDA, and capital expenditures. 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: Accel's ability to successfully integrate its business with the business of Century and realize the full benefits of the Century acquisition; 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 fulf ill the needs of location 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 gaming terminals and by the slow growth of new gaming jurisdictions; Accel’s heavy dependency on its ability to win, maintain and renew contracts with location partners; unfavorable macroeconomic conditions or decreased discretionary spending due to other factors such as increased interest rates, increased inflation, actual or perceived instability in the U.S. and global banking systems, high fuel rates, recessions, 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”). 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 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 section entitled “Risk Factors” 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 presentations or future quarterly reports, 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” 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 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 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 intangible assets and route and customer acquisition costs; (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. Adjusted net income is defined as net income plus amortization of intangible assets and route and customer acquisition costs; (gain) loss on change in fair value of contingent earnout shares; stock-based compensation expense; 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 9 for additional information. 2
Accel at a Glance 1. Calculated as Net Gaming Revenue in the period divided by the number of operational days. There were 217 and approximately 347 operational days for the years ended December 31, 2020 and 2021, respectively. 2. Calculated as of March 31, 2023. Net Debt 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 this Non-GAAP financial measure, see page 2 “Use of Non-GAAP Financial Measures,” and for a reconciliation of this measure to its most directly comparable GAAP measure, see page 9 "Non-GAAP to GAAP Reconciliation.” 3. On November 22, 2021, the Company’s Board of Directors approved a share repurchase program of up to $200 million of shares of its Class A-1 common stock. The timing and actual number of shares repurchased will depend on a variety of factors, including price, general business and market conditions, and alternative investment opportunities. Under the repurchase program, repurchases can be made from time to time using a variety of methods, including open market purchases or privately negotiated transactions, in compliance with the rules of the United States SEC and other applicable legal requirements. The repurchase program does not obligate the Company to acquire any particular amount of shares, and the repurchase program may be suspended or discontinued at any time at the Company’s discretion. As of March 31, 2023, the Company has purchased a total of 8,822,001 shares under the plan at a cost of $92.2 million, of which 476,718 shares at a cost of $4.2 million were purchased during the quarter ended March 31, 2023. Strong Track Record of Growth Disciplined Stewards of Capital As of March 31, 2023, Accel owned and operated 23,497 terminals across 3,628 locations in Illinois, Montana, and Nevada Average Daily Net Gaming Revenue(1) ($ in thousands) Long, recurring agreements Continued strong customer engagement Firm 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 $309 million of Net Debt(2) Authorized $200 million share repurchase(3) $458 $658 $882 $1,125 $1,383 $2,030 $2,534 $3,104 2016 2017 2018 2019 2020 2021 2022 2023 YTD
Recent Highlights • Q1 2023 Revenue and Adjusted EBITDA were all-time records for Accel − Illinois Q1 2023 same store sales(1) grew 9% compared to Q1 2022 • Repurchased $4 million of Accel A-1 Common Stock in Q1 2023 and $92 million since the repurchase program was announced in November 2021(2) 4 1. Calculated as the change in Hold-per-day (HPD). HPD is calculated by dividing the difference between cash deposited in all gaming terminals 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. 2. On November 22, 2021, the Company’s Board of Directors approved a share repurchase program of up to $200 million of shares of its Class A-1 common stock. The timing and actual number of shares repurchased will depend on a variety of factors, including price, general business and market conditions, and alternative investment opportunities. Under the repurchase program, repurchases can be made from time to time using a variety of methods, including open market purchases or privately negotiated transactions, in compliance with the rules of the United States SEC and other applicable legal requirements. The repurchase program does not obligate the Company to acquire any particular amount of shares, and the repurchase program may be suspended or discontinued at any time at the Company’s discretion. As of March 31, 2023, the Company has purchased a total of 8,822,001 shares under the plan at a cost of $92.2 million, of which 476,718 shares at a cost of $4.2 million were purchased during the quarter ended March 31, 2023.
$35 $43 $41 $43$46 Q1 Q2 Q3 Q4 2022 2023 $197 $228 $267 $278$293 Q1 Q2 Q3 Q4 2022 2023 Accel Quarterly KPIs 1. Adjusted EBITDA is a non-GAAP financial measure that may not be comparable to other similarly titled measures of other companies. Accel does not consider this Non-GAAP measure in isolation or as an alternative to similar financial measures determined in accordance with GAAP. For more information with respect to this Non-GAAP financial measure, see page 2 “Use of Non-GAAP Financial Measures,” and for a reconciliation of this measure to its most directly comparable GAAP measure, see page 9 "Non-GAAP to GAAP Reconciliation.” Locations (#) Terminals (#) Revenue ($ in millions) Adjusted EBITDA(1) ($ in millions) 5 1 2 3 2022 I 2022 MT 2022 N 2023 I 2023 MT 2023 N 1 2 3 2022 I 2022 MT 2022 N 2023 I 2023 MT 2023 N
2023 Results 6 1. 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 this Non-GAAP financial measure, see page 2 “Use of Non-GAAP Financial Measures,” and for a reconciliation of this measures to its most directly comparable GAAP measure, see page 9 "Non-GAAP to GAAP Reconciliation.” 2. Presented as cash spend. 3. Net Debt 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 this Non-GAAP financial measure, see page 2 “Use of Non-GAAP Financial Measures,” and for a reconciliation of this measures to its most directly comparable GAAP measure, see page 9 "Non-GAAP to GAAP Reconciliation.” Note: Numbers may not total due to rounding. Percent change may not recalculate due to rounding. $ in millions Q1 2022 Q1 2023 % Change Locations 2,565 3,628 41% Terminals 13,663 23,497 72% Revenue $197 $293 49% Adj EBITDA(1) $35 $46 31% CapEx(2) $7 $21 218% Net Debt(3) $147 $309 111%
Historical Financial Summary 7 $ in millions 1. Cost of Revenue consists of (i) taxes on net gaming revenue that is payable to the appropriate jurisdiction, (ii) licenses, permits and other fees required for the operation of gaming terminals and other equipment, (iii) location revenue share, which is governed by local governing bodies and location contracts, (iv) ATM and amusement commissions payable to locations, (v) ATM and amusement fees, and (vi) costs associated with the sale of gaming terminals. 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. 3. 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 9 "Non-GAAP to GAAP Reconciliation.” 4. (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. Note: Numbers may not total due to rounding. Q1 YoY 2019 2020 2021 2022 2022 2023 Growth No. of Locations 2,312 2,435 2,584 3,598 2,565 3,628 41% No. of Terminals 10,499 12,247 13,639 23,150 13,663 23,497 72% Net Gaming Revenue 411 301 706 925 188 279 48% Other Revenue 18 16 29 45 8 14 64% Gross Revenues 429 316 735 970 197 293 49% % YoY Growth 28% (26%) 132% 32% 49% Less: Cost of revenue (exclusive of amortization and depreciation expense shown below)(1) (282) (211) (494) (671) (133) (205) 55% Gross Profit 147 105 241 299 64 88 37% % Margin 34% 33% 33% 31% 33% 30% Less: G&A Expenses (69) (77) (111) (146) (31) (43) 38% EBITDA 77 28 130 153 33 45 36% Adjusted EBITDA(2) 80 34 140 162 35 46 31% % Margin 19% 11% 19% 17% 18% 16% % YoY Growth 25% (57%) 312% 16% 31% Less: Depreciation & amortization of property & equipment (26) (21) (25) (29) (6) (9) Less: Amortization of intangible assets and route and customer acquisition costs (18) (23) (22) (17) (4) (5) EBIT 33 (16) 83 106 24 31 Less: Other expenses, net (20) (9) (13) (9) (3) (3) Less: Interest expense, net (13) (14) (13) (22) (4) (8) Less: Income tax benefit (expense) (5) 17 (15) (21) (5) (6) Less: (Loss) gain on change in fair value of contingent earnout shares (3) (10) 8 (10) 20 3 (5) Less: (Loss) gain on change in fair value of warrants (21) 13 -- -- -- -- Less: Loss on debt extinguishment (1) -- (1) -- -- -- Reported Net Income (Loss) (37) (0) 32 74 16 9 Adjusted Net Income 23 6 71 80 18 21 Twelve Months Ended Three Months Ended December 31, March 31,
Accel Balance Sheet 8 Note: Numbers may not total due to rounding. $ in millions December 31, 2022 March 31, 2023 Assets Current Assets: Cash and cash equivalents $224 $229 Other current assets $75 $71 Total current assets $299 $299 Property and equipment, net $212 $226 Route and customer acquisition costs, net $18 $18 Location contracts acquired, net $189 $185 Goodwill $101 $102 Other assets $43 $40 Total assets $863 $870 Liabilities and Stockholders' Equity Current liab ilities: Short term debt and current maturities $23 $23 Accrued state and location gaming expense $24 $25 Other current liabilities $42 $44 Total current liabilities $90 $93 Long-term liab ilities: Long-term debt $519 $514 Contingent earnout share liability $23 $28 Other liabilities $52 $53 Total liabilities $684 $688 Total stockholders' equity $179 $182 Total liabilities and stockholders' equity $863 $870
Non-GAAP to GAAP Reconciliation 9 1. Amortization of intangible assets and route and customer acquisition costs consist of upfront cash payments and future cash payments to third-party sales agents to acquire the location partners that are not connected with a business acquisition, as well as the amortization of other intangible assets. We amortize 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 we do 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 intangible assets and route and customer acquisition costs” aggregates the non-cash amortization charges relating to upfront route and customer acquisition cost payments and location contracts acquired, as well as the amortization of other intangible assets. 2. Stock-based compensation consists of options, restricted stock units, and performance-based restricted stock units. 3. 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. 4. Other expenses, net consists of (i) non-cash expenses including the remeasurement of contingent consideration liabilities, (ii) non-recurring lobbying and legal expenses related to distributed gaming expansion in current or prospective markets, and (iii) other non-recurring expenses. 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 we have installed or acquired at least 500 gaming terminals in the jurisdiction, or when 24 months have elapsed from the date we first install or acquire gaming terminals in the jurisdiction, whichever occurs first. We currently view Nebraska, Iowa and Pennsylvania as emerging markets. Prior to July 2022, Georgia was considered an emerging market. Note: Numbers may not total due to rounding. $ in millions 2019 2020 2021 2022 2022 2023 Reported Net Income (Loss) (37) (0) 32 74 16 9 (+) Amortization of intangible assets and route and customer acquisition costs (1) 18 23 22 17 4 5 (+) Stock-based compensation(2) 2 6 6 7 2 2 (+) (Loss) gain on change in fair value of contingent earnout shares (3) 10 (8) 10 (20) (3) 5 (+) (Loss) gain on change in fair value of warrants 21 (13) – – – – (+) Other expenses, net(4) 20 9 13 9 3 3 (+) Tax effect of adjustments(5) (11) (10) (11) (8) (2) (3) Adjusted Net Income 23 6 71 80 18 21 (+) Depreciation and amortization of property & equipment 26 21 25 29 6 9 (+) Interest expense, net 13 14 13 22 4 8 (+) Emerging markets(6) – 1 3 3 0 (1) (+) Income tax (benefit) expense 17 (7) 26 29 7 9 (+) Loss on debt extinguishment 1 – 1 – – – Adjusted EBITDA 80 34 140 162 35 46 Twelve Months Ended Three Months Ended December 31, March 31, Three Months Ended March 31, June 30, Sep. 30, Dec. 31, March 31, 2022 2022 2022 2022 2022 Reported Net Income 16 22 22 13 9 (+) Amortization of intangible assets and route and customer acquisition costs (1) 4 4 5 5 5 (+) Stock-based compensation(2) 2 2 1 2 2 (+) (Loss) gain on change in fair value of contingent earnout shares (3) (3) (6) (10) (0) 5 (+) Other expenses, net(4) 3 2 3 1 3 (+) Depreciation & amortization of property & equipment 6 7 8 9 9 (+) Interest expense, net 4 4 6 8 8 (+) Emerging markets(6) 0 1 0 1 (1) (+) Income tax expense 5 7 5 4 6 (+) Loss on debt extinguishment – – – – – Adjusted EBITDA 35 43 41 43 46 Three Months Ended March 31, 2022 2023 Debt, net of current maturities 323 514 (+) Current maturities of debt 18 23 (-) Cash and cash equivalents (195) (229) Net Debt 147 309