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0001698991false00016989912023-02-282023-02-28

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): February 28, 2023
ACCEL ENTERTAINMENT, INC.
(Exact name of registrant as specified in its charter)
 
 
Delaware 001-38136 98-1350261
(State or other jurisdiction
of incorporation)
(Commission
File Number)
(IRS Employer
Identification No.)
140 Tower Drive
Burr Ridge , Illinois 60527
(Address of principal executive offices) (Zip Code)

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

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

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

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

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



Item 2.02. Results of Operations and Financial Condition.
On February 28, 2023, the Company issued a press release announcing its financial and operating results for the fourth quarter and year ended December 31, 2022. Copies of the Company’s press release and investor presentation are attached and furnished herewith as Exhibits 99.1 and 99.2 to this Form 8-K and are incorporated herein by reference.
Information in this report (including Exhibits 99.1 and 99.2) furnished pursuant to Item 2.02 shall not be deemed to be “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934 or otherwise subject to the liabilities of that Section. 
The Company announces material information to the public through a variety of means, including filings with the Securities and Exchange Commission, press releases, public conference calls, and the Company’s investor relations website (https:// ir.accelentertainment.com) as means of disclosing material non-public information and for complying with its disclosure obligations under Regulation FD.

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


2



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: February 28, 2023 By: /s/ Mathew Ellis
Mathew Ellis
Chief Financial Officer
 

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EX-99.1 2 q42022resultspressrelease.htm EX-99.1 Document

accel_logographicxglossya.jpg

Accel Entertainment Announces 2022 Operating Results

Chicago, IL – February 28, 2023 – Accel Entertainment, Inc. (NYSE: ACEL) today announced certain financial and operating results for the three-months and full year ended December 31, 2022.

Highlights:
•Ended 2022 with 3,598 locations; an increase of 39% compared to 2021 due primarily to the acquisition of Century Gaming, Inc. ("Century")
•Ended 2022 with 23,150 gaming terminals; an increase of 70% compared to 2021 due primarily to the acquisition of Century
•Record year for Revenue, Net Income, and Adjusted EBITDA
•Revenue of $278 million for Q4 2022 and $970 million for YE 2022
•Net income of $13 million for Q4 2022 and $74 million for YE 2022
•Adjusted EBITDA of $43 million for Q4 2022 and $162 million for YE 2022
•2022 ended with $318 million of net debt; an increase of 123% compared to 2021 due primarily to borrowings of $160 million on our credit facility in Q2 2022 to finance the Century acquisition
•Repurchased $17 million of Accel Class A-1 common stock in Q4 2022 and $79 million for the full year 2022
•On December 15, 2022, Century acquired DEP, Inc. ("Progressive"), a gaming operator in Montana, which added 26 Montana gaming locations and approximately 300 gaming terminals to the Century portfolio

Accel Entertainment CEO Andy Rubenstein commented, “We are pleased to report another strong quarter of results which led to a record full year 2022. The integration of Century is well underway and we remained focused on continuing to grow our business both organically and inorganically. Our asset-light and hyper-local business model remains compelling 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.”

1



Consolidated Statements of Operations and Other Data
Three Months Ended December 31, Year Ended December 31,
(in thousands) 2022 2021 2022 2021
Total net revenues $ 278,070  $ 192,313  $ 969,797  $ 734,707 
Operating income 25,094  17,063  96,855  70,192 
Income before income taxes 17,535  10,050  94,762  46,576 
Net income 13,406  6,806  74,102  31,559 
Other Financial Data:
Adjusted EBITDA(1)
43,309  33,236  162,392  139,663 
Adjusted net income (2)
20,822  17,301  79,875  71,407 
(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; income tax expense; and loss on debt extinguishment. 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.”

(in thousands) Three Months Ended December 31, Year Ended December 31,
2022 2021 2022 2021
Net revenues by state:
Illinois $ 206,917  $ 191,033  $ 808,652  $ 730,244 
Nevada 29,630  —  66,989  — 
Montana 35,357  —  79,639  — 
Other 6,166  1,280  14,517  4,463 
Total net revenues $ 278,070  $ 192,313  $ 969,797  $ 734,707 


2



Key Business Metrics

Locations (1)
As of December 31,
2022 2021
Illinois 2,648  2,584 
Montana 610  — 
Nevada 340  — 
Total locations 3,598  2,584 

Terminals (1)
As of December 31,
2022 2021
Illinois 14,397  13,639 
Montana 6,108  — 
Nevada 2,645  — 
Total terminals 23,150  13,639 

(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.

Consolidated Statements of Cash Flows Data 
Year Ended December 31,
(in thousands) 2022 2021
Net cash provided by operating activities $ 107,999  $ 110,755 
Net cash used in investing activities (189,263) (34,544)
Net cash provided by (used in) financing activities 106,591 (11,876)

3



Non-GAAP Financial Measures
  Three Months Ended December 31, Year Ended December 31,
(in thousands) 2022 2021 2022 2021
Net income $ 13,406  $ 6,806  $ 74,102  $ 31,559 
Adjustments:
Amortization of intangible assets and route and customer acquisition costs(1)
5,206  3,551  17,484  22,040 
Stock-based compensation(2)
1,884  1,696  6,840  6,403 
(Gain) loss on change in fair value of contingent earnout shares(3)
(47) 2,895  (19,544) 9,762 
Other expenses, net(4)
1,426  4,076  9,320  12,989 
Tax effect of adjustments(5)
(1,053) (1,723) (8,327) (11,346)
Adjusted net income 20,822  17,301  79,875  71,407 
Depreciation and amortization of property and equipment 8,720  5,816  29,295  24,636 
Interest expense, net 7,606  2,966  21,637  12,702 
Emerging markets(6)
979  1,034  2,598  3,403 
Income tax expense 5,182  4,967  28,987  26,363 
Loss on debt extinguishment —  1,152  —  1,152 
Adjusted EBITDA $ 43,309  $ 33,236  $ 162,392  $ 139,663 
(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. 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 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 warrants.
(3)(Gain) loss on change in fair value of contingent earnout shares represents a non-cash fair value adjustment at each reporting period end related to the value of these contingent shares. Upon achieving such contingency, shares of Class A-2 common stock convert to Class A-1 common stock resulting in a non-cash settlement of the obligation.
(4)Other expenses, net consists of (i) non-cash expenses including the remeasurement of contingent consideration liabilities, (ii) non-recurring lobbying and legal expenses related to distributed gaming expansion in current or prospective markets, (iii) non-recurring costs associated with COVID-19 and (iv) other non-recurring expenses.
(5)Calculated by excluding the impact of the non-GAAP adjustments from the current period tax provision calculations.
(6)Emerging markets consist of the results, on an Adjusted EBITDA basis, for non-core jurisdictions where our operations are developing. Markets are no longer considered emerging when Accel has installed or acquired at least 500 gaming terminals in the jurisdiction, or when 24 months have elapsed from the date Accel first installs or acquires gaming terminals in the jurisdiction, whichever occurs first. The Company currently views Nebraska, Iowa and Pennsylvania as its emerging markets. Prior to July 2022, Georgia was considered an emerging market.
4



Reconciliation of Debt to Net Debt
As of December 31,
(in thousands) 2022 2021
Debt, net of current maturities $ 518,566  $ 324,022 
Plus: Current maturities of debt 23,466 17,500
Less: Cash and cash equivalents (224,113) (198,786)
Net debt $ 317,919  $ 142,736 
Conference Call
Accel will host an investor conference call on February 28, 2023 at 4:30 p.m. Central time (5:30 p.m. Eastern time) to discuss these financial and operating results. Interested parties may join the live webcast by registering at https://www.netroadshow.com/events/login?show=118523a6&confId=46443 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, Montana, and Nevada markets. Accel’s business consists of the installation, maintenance and operation of gaming terminals, 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.
Media Contact:
Eric Bonach
Abernathy MacGregor
212-371-5999
ejb@abmac.com
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.
5



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; the existing and potential future adverse impact of the COVID-19 pandemic on Accel’s business, operations and financial condition, including as a result the suspensions of all video gaming terminal operations by the Illinois Gaming Board between November 19, 2020 and January 23, 2021, which suspensions could be reinstated; unfavorable macroeconomic conditions or decreased discretionary spending due to other factors such as increased interest rates, increased inflation, 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.
6



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.

7



ACCEL ENTERTAINMENT, INC.
CONSOLIDATED STATEMENTS OF OPERATIONS
(in thousands, except per share amounts)
Years ended December 31,
2022 2021 2020
Revenues:
Net gaming $ 925,009  $ 705,784  $ 300,520 
Amusement 21,106  16,667  9,247 
Manufacturing 7,621  —  — 
ATM fees and other revenue 16,061  12,256  6,585 
Total net revenues 969,797  734,707  316,352 
Operating expenses:
Cost of revenue (exclusive of depreciation and amortization expense shown below) 666,126  494,032  211,086 
Cost of manufacturing goods sold (exclusive of depreciation and amortization expense shown below) 4,775  —  — 
General and administrative 145,942  110,818  77,420 
Depreciation and amortization of property and equipment 29,295  24,636  20,969 
Amortization of intangible assets and route and customer acquisition costs 17,484  22,040  22,608 
Other expenses, net 9,320  12,989  8,948 
Total operating expenses 872,942  664,515  341,031 
Operating income (loss) 96,855  70,192  (24,679)
Interest expense, net 21,637  12,702  13,707 
(Gain) loss on change in fair value of contingent earnout shares (19,544) 9,762  (8,484)
Gain on change in fair value of warrants —  —  (12,574)
Loss on debt extinguishment —  1,152  — 
Income (loss) before income tax expense (benefit) 94,762  46,576  (17,328)
Income tax expense (benefit) 20,660  15,017  (16,918)
Net income (loss) $ 74,102  $ 31,559  $ (410)
Earnings (loss) per share:
Basic $ 0.82  $ 0.34  $ 0.00 
Diluted 0.81  0.33  (0.02)
Weighted average number of shares outstanding:
Basic 90,629  93,781  83,045 
Diluted 91,229  94,638  83,113 

8



ACCEL ENTERTAINMENT, INC.
CONSOLIDATED BALANCE SHEETS
(in thousands, except par value and share amounts)
December 31,
2022 2021
Assets
Current assets:
Cash and cash equivalents $ 224,113  $ 198,786 
Accounts receivable, net 11,166  5,121 
Prepaid expenses 7,407  6,998 
Inventories 6,941  — 
Income taxes receivable 538  — 
Interest rate caplets 8,555  — 
Investment in convertible notes 32,065  32,065 
Other current assets 8,427  5,025 
Total current assets 299,212  247,995 
Property and equipment, net 211,844  152,251 
Other assets:
Route and customer acquisition costs, net 18,342  15,913 
Location contracts acquired, net 189,343  150,672 
Goodwill 100,707  46,199 
Other intangible assets, net 22,979  — 
Interest rate caplets, net of current 11,364  — 
Other assets 8,978  3,043 
Total noncurrent assets 351,713  215,827 
Total assets $ 862,769  $ 616,073 
Liabilities and Stockholders’ Equity
Current liabilities:
Current maturities of debt $ 23,466  $ 17,500 
Current portion of route and customer acquisition costs payable 1,487  2,079 
Accrued location gaming expense 7,791  3,969 
Accrued state gaming expense 16,605  11,441 
Accounts payable and other accrued expenses 22,302  14,616 
Accrued compensation and related expenses 10,607  8,886 
Current portion of consideration payable 7,647  13,344 
Total current liabilities 89,905  71,835 
Long-term liabilities:
Debt, net of current maturities 518,566  324,022 
Route and customer acquisition costs payable, less current portion 5,137  3,953 
Consideration payable, less current portion 6,872  12,706 
Contingent earnout share liability 23,288  42,831 
Other long-term liabilities 3,390  17 
Deferred income tax liability 37,021  2,248 
Total long-term liabilities 594,274  385,777 
Stockholders’ equity:
Preferred Stock, par value of $0.0001; 1,000,000 shares authorized; 0 shares issued and outstanding at December 31, 2022 and December 31, 2021
—  — 
Class A-1 Common Stock, par value $0.0001; 250,000,000 shares authorized; 94,504,051 shares issued and 86,674,390 shares outstanding at December 31, 2022; 94,111,868 shares issued and 93,410,563 shares outstanding at December 31, 2021
Additional paid-in capital 194,157  187,656 
Treasury stock, at cost (81,697) (8,983)
Accumulated other comprehensive income 12,240  — 
Accumulated earnings (deficit) 53,881  (20,221)
Total stockholders' equity 178,590  158,461 
Total liabilities and stockholders' equity $ 862,769  $ 616,073 

9

EX-99.2 3 accel4q22resultspresenta.htm EX-99.2 accel4q22resultspresenta
Fourth Quarter 2022 Earnings Presentation February 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; the existing and potential future adverse impact of the COVID-19 pandemic on Accel’s business, operations and financial condition, including as a result the suspensions of all video gaming terminal operations by the Illinois Gaming Board between November 19, 2020 and January 23, 2021, which suspensions could be reinstated; unfavorable macroeconomic conditions or decreased discretionary spending due to other factors such as increased interest rates, increased inflation, 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 condit ions 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. 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. For the year ended December 31, 2022, there were 365 gaming days. 2. Calculated as of December 31, 2022. 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 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 December 31, 2022, the Company has purchased a total of 8,345,283 shares under the plan at a cost of $88.0 million, of which 7,643,978 shares at a cost of $79.0 million were purchased during the year ended December 31, 2022. Strong Track Record of Growth Disciplined Stewards of Capital As of December 31, 2022, Accel owned and operated 23,150 terminals across 3,598 locations in Illinois, Montana, and Nevada Average Daily Net Gaming Revenue(1) ($ 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 $318mm of Net Debt(2) Authorized $200mm share repurchase(3)


 
Recent Highlights • 2022 revenue, net income, and Adjusted EBITDA were all-time records for Accel − Illinois Q4 2022 same store sales(1) grew 6% compared to Q4 2021 and 2022 same store sales grew 3% compared to 2021 • On December 15, 2022, Century acquired DEP, Inc. ("Progressive"), a gaming operator in Montana, which added 26 Montana gaming locations and approximately 300 gaming terminals to the Century portfolio • Repurchased $17 million of Accel A-1 Common Stock in Q4 2022 and $79 million for the full year 2022 4 1. Hold-per-day (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.


 
$26 $43 $38 $33$35 $43 $41 $43 Q1 Q2 Q3 Q4 2021 2022 $147 $202 $193 $192$197 $228 $267 $278 Q1 Q2 Q3 Q4 2021 2022 Accel Quarterly KPIs 1. Adjusted EBITDA is a non-GAAP financial measure that may not be comparable to other similarly titled measures of other companies. Accel does not consider this non-GAAP measure in isolation or as an alternative to similar financial measures determined in accordance with GAAP. For more information with respect to this Non-GAAP financial measure, see page 2 “Use of Non-GAAP Financial Measures,” and for a reconciliation of this measure to its most directly comparable GAAP measure, see page 9 "Non-GAAP to GAAP Reconciliation.” Locations (#) Terminals (#) Revenue ($mm) Adjusted EBITDA(1) ($mm) Open Jan 19 - Mar 31 Open Jan 19 - Mar 31 5 2,470 2,527 2,549 2,584 2,565 2,572 2,596 2,648 585 586 610 332 335 340 3,489 3,517 3,598 Q1 Q2 Q3 Q4 2021 IL 2022 IL 2022 MT 2022 NV 12,720 13,177 13,384 13,639 13,663 13,801 14,033 14,397 5,742 5,782 6,108 2,585 2,614 2,645 22,128 22,429 23,150 Q1 Q2 Q3 Q4 2021 IL 2022 IL 2022 MT 2022 NV


 
2022 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. Variances may not recalculate due to rounding. $ in millions Q4 2021 Q4 2022 % Change FY 2021 FY 2022 % Change Locations 2,584 3,598 39% 2,584 3,598 39% Terminals 13,639 23,150 70% 13,639 23,150 70% Revenue $192 $278 45% $735 $970 32% Adj EBITDA(1) $33 $43 30% $140 $162 16% CapEx(2) $11 $14 31% $30 $47 59% Net Debt(3) $143 $318 123% $143 $318 123%


 
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. 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.” 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. (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. Note: Numbers may not total due to rounding. Q4 YTD YoY YoY 2018 2019 2020 2021 2021 2022 Growth 2021 2022 Growth No. of Locations 1,686 2,312 2,435 2,584 2,584 3,598 39% 2,584 3,598 39% No. of Terminals 7,649 10,499 12,247 13,639 13,639 23,150 70% 13,639 23,150 70% Net Gaming Revenue 322 411 301 706 185 263 42% 706 925 31% Other Revenue 13 18 16 29 7 16 109% 29 45 55% Gross Revenues 335 429 316 735 192 278 45% 735 970 32% % YoY Growth 35% 28% (26%) 132% 45% 32% Less: Cost of Revenue (exclusive of amortization and depreciation expense show n below ) (1) (217) (282) (211) (494) (130) (195) 51% (494) (671) 36% Gross Profit 118 147 105 241 63 83 32% 241 299 24% % Margin 35% 34% 33% 33% 33% 30% 33% 31% Less: G&A Expenses (54) (69) (77) (111) (32) (42) 31% (111) (146) 32% EBITDA 63 77 28 130 31 40 33% 130 153 18% Adjusted EBITDA(2) 64 80 34 140 33 43 30% 140 162 16% % Margin 19% 19% 11% 19% 17% 16% 19% 17% % YoY Growth 36% 25% (57%) 312% 30% 16% Less: Depreciation & Amortization of Property & Equipment (21) (26) (21) (25) (6) (9) (25) (29) Less: Amortization of intangible assets and route and customer acquisition costs (15) (18) (23) (22) (4) (5) (22) (17) EBIT 28 33 (16) 83 21 27 83 106 Less: Other Expenses, net (3) (20) (9) (13) (4) (1) (13) (9) Less: Interest Expense, net (10) (13) (14) (13) (3) (8) (13) (22) Less: Income tax benefit (expense) (4) (5) 17 (15) (3) (4) (15) (21) Less: (Loss) gain on change in fair value of contingent earnout shares (3) -- (10) 8 (10) (3) 0 (10) 20 Less: (Loss) gain on change in fair value of w arrants (4) -- (21) 13 -- -- -- -- -- Less: Loss on debt extinguishment -- (1) -- (1) (1) -- (1) -- Reported Net Income (Loss) 11 (37) (0) 32 7 13 32 74 Adjusted Net Income 23 23 6 71 17 21 71 80 Twelve Months Ended Three Months Ended Twelve Months Ended December 31, December 31, December 31,


 
Accel Balance Sheet 8 Note: Numbers may not total due to rounding. $ in millions December 31, 2021 December 31, 2022 Assets Current Assets: Cash and cash equivalents $199 $224 Other current assets $49 $75 Total current assets $248 $299 Property and equipment, net $152 $212 Route and customer acquisition costs, net $16 $18 Location contracts acquired, net $151 $189 Goodwill $46 $101 Other assets $3 $43 Total assets $616 $863 Liabilities and Stockholders' Equity Current liab ilities: Short term debt and current maturities $18 $23 Accrued state and location gaming expense $15 $24 Other current liabilities $39 $42 Total current liabilities $72 $90 Long-term liab ilities: Long-term debt $324 $519 Contingent earnout share liability $43 $23 Other liabilities $19 $52 Total liabilities $458 $684 Total stockholders' equity $158 $179 Total liabilities and stockholders' equity $616 $863


 
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. 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 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 warrants. 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. (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. 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. The Company currently views Nebraska, Iowa and Pennsylvania as its emerging markets. Prior to July 2022, Georgia was considered an emerging market. $ in millions 2018 2019 2020 2021 2021 2022 2021 2022 Reported Net Income (Loss) 11 (37) (0) 32 7 13 32 74 (+) Amortization of intangible assets and route and customer acquisition costs (1) 15 18 23 22 4 5 22 17 (+) Stock Based Comp(2) 0 2 6 6 2 2 6 7 (+) (Loss) gain on change in fair value of contingent earnout shares (3) – 10 (8) 10 3 (0) 10 (20) (+) (Loss) gain on change in fair value of w arrants (4) – 21 (13) – – – – – (+) Other Expenses, net(5) 3 20 9 13 4 1 13 9 (+) Tax effect of adjustments(6) (6) (11) (10) (11) (2) (1) (11) (8) Adjusted Net Income 23 23 6 71 17 21 71 80 (+) Depreciation & Amortization of Property & Equipment 21 26 21 25 6 9 25 29 (+) Interest Expense, net 10 13 14 13 3 8 13 22 (+) Emerging Markets(7) – – 1 3 1 1 3 3 (+) Income Tax (Benefit) Expense 10 17 (7) 26 5 5 26 29 (+) Loss on debt extinguishment – 1 – 1 1 – 1 – Adjusted EBITDA 64 80 34 140 33 43 140 162 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, 2021 2021 2021 2021 2022 2022 2022 2022 Reported Net Income 2 12 11 7 16 22 22 13 (+) Amortization of intangible assets and route and customer acquisition costs (1) 6 6 6 4 4 4 5 5 (+) Stock Based Comp(2) 2 2 1 2 2 2 1 2 (+) (Loss) gain on change in fair value of contingent earnout shares (3) 3 3 1 3 (3) (6) (10) (0) (+) Other Expenses, net(5) 2 3 4 4 3 2 3 1 (+) Depreciation & Amortization of Property & Equipment 6 6 7 6 6 7 8 9 (+) Interest Expense, net 3 3 3 3 4 4 6 8 (+) Emerging Markets(7) 1 1 1 1 0 1 0 1 (+) Income Tax (Benefit) Expense 2 6 4 3 5 7 5 4 (+) Loss on Debt Extinguishment – – – 1 – – – – Adjusted EBITDA 26 43 38 33 35 43 41 43 Three Months Ended Three Months Ended December 31, 2021 2022 Debt, net of current maturities 324 519 (+) Current maturities of debt 18 23 (-) Cash and cash equivalents (199) (224) Net Debt 143 318