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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): October 30, 2024
ACCEL ENTERTAINMENT, INC.
(Exact name of registrant as specified in its charter)
 
 
Delaware001-3813698-1350261
(State or other jurisdiction
of incorporation)		(Commission
File Number)		(IRS Employer
Identification No.)
140 Tower Drive
Burr Ridge,Illinois60527
(Address of principal executive offices)(Zip Code)

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

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

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

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

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


Item 2.02 Results of Operations and Financial Condition.
On October 30, 2024, Accel Entertainment, Inc. (the "Company") issued a press release announcing its financial and operating results for the third quarter ended September 30, 2024. Copies of the Company’s press release and investor presentation are attached and furnished herewith as Exhibits 99.1 and 99.2 to this Form 8-K and are incorporated herein by reference.
Information in this report (including Exhibits 99.1 and 99.2) furnished pursuant to Item 2.02 shall not be deemed to be “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934 or otherwise subject to the liabilities of that Section. 
The Company announces material information to the public through a variety of means, including filings with the Securities and Exchange Commission, press releases, public conference calls, and the Company’s investor relations website (https:// ir.accelentertainment.com) as means of disclosing material non-public information and for complying with its disclosure obligations under Regulation FD.

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


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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
 
ACCEL ENTERTAINMENT, INC.
Date: October 30, 2024
By:/s/ Mathew Ellis
Mathew Ellis
Chief Financial Officer
 

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accel_logographicxglossy.jpg

Accel Entertainment Announces Q3 2024 Operating Results

Chicago, IL – October 30, 2024 – Accel Entertainment, Inc. (NYSE: ACEL) today announced certain financial and operating results for the third quarter ended September 30, 2024.

Highlights:
•Ended Q3 2024 with 4,014 locations; an increase of 2.8% compared to Q3 2023
•Ended Q3 2024 with 25,729 gaming terminals; an increase of 4.1% compared to Q3 2023
•Record revenues of $302.2 million for Q3 2024; an increase of 5.1% compared to Q3 2023
•Net income of $4.9 million for Q3 2024; a decrease of 53.2% compared to Q3 2023 partially attributable to a higher loss on the change in fair value of the contingent earnout shares
•Adjusted EBITDA of $45.9 million for Q3 2024; an increase of 3.9% compared to Q3 2023
•Q3 2024 ended with $289 million of net debt; an increase of 2.4% compared to Q3 2023
•Repurchased approximately $6.2 million of Accel Class A-1 common stock in Q3 2024
•Acquisition of a distributed gaming operator in the state of Louisiana expected to close in Q4 2024
•Acquisition of the FanDuel Sportsbook & Horse Racing in Collinsville, Illinois, expected to close in Q4 2024

Accel CEO Andy Rubenstein commented, “I am happy to report that we delivered another strong quarter and are making substantial progress closing our acquisition of FanDuel Sportsbook & Horse Racing, a natural extension of our convenient, local gaming platform. We continue to outperform casinos in our largest market, Illinois, and posted significant revenue increases in our fastest growing market, Nebraska. By strengthening our core and expanding our offerings, we believe we can continue to generate attractive low-teens returns on capital and improve our trading multiples, making Accel a compelling investment opportunity.”
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Condensed Consolidated Statements of Operations and Other Data
Three Months Ended
September 30,		Nine Months Ended
September 30,
(in thousands)2024202320242023
Total net revenues
$302,227 $287,497 $913,457 $873,352 
Operating income21,845 25,120 70,087 81,956 
Income before income tax expense8,464 15,080 39,166 46,347 
Net income4,895 10,450 26,897 29,615 
Other Financial Data:  
Adjusted EBITDA(1)
45,880 44,138 141,792 136,869 
Adjusted net income (2)
18,350 19,067 59,238 60,566 

(1)Adjusted EBITDA is a non-GAAP metric. See "Non-GAAP Financial Measures" for a reconciliation to GAAP.
(2)Adjusted net income is a non-GAAP metric. See "Non-GAAP Financial Measures" for a reconciliation to GAAP.

Net Revenues
(in thousands)Three Months Ended
September 30,		Nine Months Ended
September 30,
2024202320242023
Net revenues by state:
Illinois$223,338 $212,113 $675,294 $647,903 
Montana39,648 39,362 120,372 115,088 
Nevada28,350 28,003 86,881 87,833 
Nebraska6,538 4,802 18,621 13,213 
Other4,353 3,217 12,289 9,315 
Total net revenues$302,227 $287,497 $913,457 $873,352 
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Key Business Metrics
Locations (1)
As of September 30,
Increase / (Decrease)
20242023Change
Change (%)
Illinois2,791 2,724 67 2.5 %
Montana615 611 4 0.7 %
Nevada356 352 4 1.1 %
Nebraska252 219 33 15.1 %
Total locations4,014 3,906 108 2.8 %

Gaming terminals (1)
As of September 30,
Increase / (Decrease)
20242023Change
Change (%)
Illinois15,714 15,020 694 4.6 %
Montana6,448 6,252 196 3.1 %
Nevada2,685 2,744 (59)(2.2)%
Nebraska882 688 194 28.2 %
Total gaming terminals25,729 24,704 1,025 4.1 %
Location hold-per-day (2)
Three Months Ended September 30,Increase / (Decrease)
20242023
Change ($)
Change (%)
Illinois$839 $825 $14 1.7 %
Montana613 591 22 3.7 %
Nevada802 802 — — %
Nebraska257 220 37 16.8 %

Nine Months Ended
September 30,		Increase / (Decrease)
20242023
Change ($)
Change (%)
Illinois$859 $854 $5 0.6 %
Montana608 579 29 5.1 %
Nevada835 849 (14)(1.6)%
Nebraska244 228 16 7.0 %
(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.
(2)Location hold-per-day is calculated by dividing net gaming revenue in the period by the average number of locations. We then divide the calculated amount by the number of operational days. We utilize this metric to compare market and location performance on a normalized basis. The percent change in location hold-per-day is the underlying metric used to determine the change in same-store sales.


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Condensed Consolidated Statements of Cash Flows Data 

Nine Months Ended
September 30,
Increase / (Decrease)
(in thousands)20242023Change ($)Change (%)
Net cash provided by operating activities$107,665 $92,007 $15,658 17.0 %
Net cash used in investing activities(90,224)(35,404)(54,820)(154.8)%
Net cash used in financing activities(13,967)(50,328)36,36172.2 %

Non-GAAP Financial Measures
Adjusted net income is defined as net income plus:
•Amortization of intangible assets and route and customer acquisition costs
•Stock-based compensation expense
•Loss from unconsolidated affiliates
•Loss on change in fair value of contingent earnout shares
•Other expenses, net which 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
•Tax effect of adjustments
Adjusted EBITDA is defined as net income plus:
•Amortization of intangible assets and route and customer acquisition costs
•Stock-based compensation expense
•Loss from unconsolidated affiliates
•Loss on change in fair value of contingent earnout shares
•Other expenses, net
•Tax effect of adjustments
•Depreciation and amortization of property and equipment
•Interest expense, net
•Emerging markets, which reflects 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 Pennsylvania as an emerging market
◦Prior to January 2024, Iowa was considered an emerging market
◦Prior to April 2023, Nebraska was considered an emerging market
•Income tax expense

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Net debt is defined as debt, net of current maturities plus:
•Current maturities of debt
•less Cash and cash equivalents

Adjusted net income and Adjusted EBITDA

 Three Months Ended
September 30,		Nine Months Ended
September 30,
(in thousands)2024202320242023
Net income$4,895 $10,450 $26,897 $29,615 
Adjustments:
Amortization of intangible assets and route and customer acquisition costs
5,781 5,299 16,808 15,825 
Stock-based compensation expense
3,342 2,718 8,927 6,973 
Loss from unconsolidated affiliates1 — 1 — 
Loss on change in fair value of contingent earnout shares
4,216 1,625 4,190 11,063 
Other expenses, net
3,867 1,682 13,620 5,006 
Tax effect of adjustments
(3,752)(2,707)(11,205)(7,916)
Adjusted net income18,350 19,067 59,238 60,566 
Depreciation and amortization of property and equipment11,001 9,405 32,229 27,914 
Interest expense, net9,164 8,415 26,730 24,546 
Emerging markets
43 (86)121 (805)
Income tax expense7,322 7,337 23,474 24,648 
Adjusted EBITDA$45,880 $44,138 $141,792 $136,869 

Net Debt
As of September 30,
(in thousands)20242023
Debt, net of current maturities$525,572 $484,004 
Plus: Current maturities of debt28,490 28,479 
Less: Cash and cash equivalents(265,085)(230,388)
Net debt$288,977 $282,095 

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Conference Call
Accel will host an investor conference call on October 30, 2024 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=a8e678a0&confId=71436 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 is a leading distributed gaming operator in the United States and a preferred partner for local business owners in the markets it serves. Accel offers turnkey full-service gaming solutions to authorized non-casino locations such as bars, restaurants, convenience stores, truck stops, and fraternal and veteran establishments across the country. Accel installs, maintains, operates and services gaming terminals and related equipment for its location partners as well as redemption devices, stand-alone ATMs and amusement devices, including jukeboxes, dartboards, pool tables, and other entertainment related equipment. Accel also designs and manufactures gaming terminals and related equipment.
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, our ability to continue to generate returns on capital and improve our trading multiples, and our proposed acquisition of Fairmount Holdings, Inc. 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 operate in existing markets or expand into new jurisdictions; 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 parties' ability to satisfy the conditions to the consummation of the proposed acquisition of Fairmount Holdings, Inc. and the risk that the proposed acquisition may not be completed in a timely
6


manner or at all; unfavorable macroeconomic conditions or decreased discretionary spending due to other factors such as interest rate volatility, persistent inflation, actual or perceived instability in the U.S. and global banking systems, high fuel rates, recessions, epidemics or other public health issues, 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 for the fiscal year ended December 31, 2023 filed by Accel with the SEC on February 28, 2024 (the "Form 10-K"), 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 Form 10-K, 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.
Industry and Market Data
Unless otherwise indicated, information contained in this press release 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.

7


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.

8


ACCEL ENTERTAINMENT, INC.
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited)
(In thousands, except per share amounts)Three Months Ended
September 30,		Nine Months Ended
September 30,
2024202320242023
Net revenues:
Net gaming$289,923 $274,123 $871,300 $831,054 
Amusement5,104 5,411 16,772 17,839 
Manufacturing1,705 3,334 9,122 9,886 
ATM fees and other5,495 4,629 16,263 14,573 
Total net revenues302,227 287,497 913,457 873,352 
Operating expenses:
Cost of revenue (exclusive of depreciation and amortization expense shown below)210,841 198,743 633,325 604,603 
Cost of manufacturing goods sold (exclusive of depreciation and amortization expense shown below)962 2,065 5,283 5,627 
General and administrative47,930 45,183 142,105 132,421 
Depreciation and amortization of property and equipment11,001 9,405 32,229 27,914 
Amortization of intangible assets and route and customer acquisition costs5,781 5,299 16,808 15,825 
Other expenses, net3,867 1,682 13,620 5,006 
Total operating expenses280,382 262,377 843,370 791,396 
Operating income21,845 25,120 70,087 81,956 
Interest expense, net9,164 8,415 26,730 24,546 
Loss from unconsolidated affiliates1 — 1 — 
Loss on change in fair value of contingent earnout shares4,216 1,625 4,190 11,063 
Income before income tax expense 8,464 15,080 39,166 46,347 
Income tax expense3,569 4,630 12,269 16,732 
Net income$4,895 $10,450 $26,897 $29,615 
Earnings per common share:
Basic$0.06 $0.12 $0.32 $0.34 
Diluted0.06 0.12 0.32 0.34 
Weighted average number of common shares outstanding:
Basic82,952 85,865 83,718 86,305 
Diluted84,322 87,114 84,890 87,022 


9


ACCEL ENTERTAINMENT, INC.
CONDENSED CONSOLIDATED BALANCE SHEETS
(Unaudited)

(In thousands, except par value and share amounts)
September 30,December 31,
20242023
Assets
Current assets:
Cash and cash equivalents$265,085 $261,611 
Accounts receivable, net7,830 13,467 
Prepaid expenses8,168 6,287 
Inventories9,090 7,681 
Interest rate caplets5,510 8,140 
Deposits
18,293 6,555 
Other current assets9,347 8,853 
Total current assets323,323 312,594 
Property and equipment, net281,917 260,813 
Noncurrent assets:
Route and customer acquisition costs, net23,725 19,188 
Location contracts acquired, net176,793 176,311 
Goodwill102,151 101,554 
Other intangible assets, net18,715 20,542 
Interest rate caplets, net of current1,176 4,871 
Other assets22,406 17,020 
Total noncurrent assets344,966 339,486 
Total assets$950,206 $912,893 
Liabilities and Stockholders’ Equity
Current liabilities:
Current maturities of debt$28,490 $28,483 
Current portion of route and customer acquisition costs payable2,122 1,505 
Accrued location gaming expense8,921 9,350 
Accrued state gaming expense30,503 18,364 
Accounts payable and other accrued expenses36,462 36,012 
Accrued compensation and related expenses10,108 12,648 
Current portion of consideration payable2,766 3,288 
Total current liabilities119,372 109,650 
Long-term liabilities:
Debt, net of current maturities525,572 514,091 
Route and customer acquisition costs payable, less current portion7,306 4,955 
Consideration payable, less current portion10,882 4,201 
Contingent earnout share liability36,017 31,827 
Other long-term liabilities6,188 7,015 
Deferred income tax liability, net38,150 42,750 
Total long-term liabilities624,115 604,839 
Stockholders’ equity:
Preferred Stock, par value of $0.0001; 1,000,000 shares authorized; 0 shares issued and outstanding at September 30, 2024 and December 31, 2023
— — 
Class A-1 Common Stock, par value $0.0001; 250,000,000 shares authorized; 95,409,648 shares issued and 82,430,205 shares outstanding at September 30, 2024; 95,016,960 shares issued and 84,123,385 shares outstanding at December 31, 2023
8 8 
Additional paid-in capital210,225 203,046 
Treasury stock, at cost(133,760)(112,070)
Accumulated other comprehensive income3,865 7,936 
Accumulated earnings126,381 99,484 
Total stockholders' equity206,719 198,404 
Total liabilities and stockholders' equity$950,206 $912,893 
10

Third Quarter 2024 Earnings Presentation October 2024

 
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, capital expenditures, and our proposed acquisition of Fairmount Holdings, Inc. 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 operate in existing markets or expand into new jurisdictions; 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 parties' ability to satisfy the conditions to the consummation of the proposed acquisition of Fairmount Holdings Inc. and the risk that that the proposed acquisition may not be completed in a timely manner or at all; unfavorable macroeconomic conditions or decreased discretionary spending due to other factors such as interest rate volatility, persistent inflation, actual or perceived instability in the U.S. and global banking systems, high fuel rates, recessions, epidemics or other public health issues, 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 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 for the fiscal year ended December 31, 2023 filed by Accel with the SEC on February 28, 2024 (the "Form 10-K"), 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 Form 10-K, 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 net income, Adjusted EBITDA, EBIT, Capex, and Net Debt. 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. For definitions of non-GAAP financial measures and reconciliations of non-GAAP financial measures to the most directly comparable GAAP measure, please see the Appendix to this presentation. 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 September 30, 2024. 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 10 "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 September 30, 2024, the Company has purchased a total of 13,495,065 shares under the plan at a cost of $139.5 million. Strong Track Record of Growth Disciplined Stewards of Capital As of September 30, 2024, Accel owned and operated 25,729 gaming terminals across 4,014 locations in Illinois, Montana, Nevada and Nebraska Average Daily Net Gaming Revenue(1) ($ 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 $289 million of Net Debt(2) Completed approximately 70% of the $200 million share repurchase program(3) $658 $882 $1,125 $1,383 $2,030 $2,534 $3,051 $3,180 2017 2018 2019 2020 2021 2022 2023 2024 YTD

 
Q3 2024 Highlights • Strong revenue of $302 million for Q3 2024, an increase of 5% compared to Q3 2023 • Q3 2024 net income of $5 million, a decrease of 53% compared to Q3 2023 − Partially attributable to a higher loss on the change in fair value of the contingent earnout shares • Adjusted EBITDA(1) of $46 million for Q3 2024, an increase of 4% compared to Q3 2023 • Repurchased $6 million of Accel Class A-1 Common Stock in Q3 2024, and $140 million since the repurchase program was announced in November 2021(2) • Acquisition of a distributed gaming operator in the state of Louisiana expected to close in Q4 2024 • Announced acquisition of Fairmount Holdings, owner of the FanDuel Sportsbook & Horse Racing, which is expected to close in Q4 2024 4 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 non-GAAP measures in isolation or as an alternative to similar financial measures determined in accordance with GAAP. For more information with respect to our non-GAAP financial measures, see page 2 “Use of Non-GAAP Financial Measures,” and for a reconciliation of each of these measures to their most directly comparable GAAP measure, see page 10 "Non-GAAP to GAAP Reconciliation.” 2. 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 September 30, 2024, the Company has purchased a total of 13,495,065 shares under the plan at a cost of $139.5 million.

 
$46 $47 $44 $45$46 $50 $46 Q1 Q2 Q3 Q4 2023 2024 $293 $293 $287 $297$302 $309 $302 Q1 Q2 Q3 Q4 2023 2024 Accel Quarterly KPIs 1. Adjusted EBITDA is a non-GAAP financial measure that may not be comparable to other similarly titled measures of other companies. Accel does not consider this Non-GAAP measure in isolation or as an alternative to similar financial measures determined in accordance with GAAP. For more information with respect to this Non-GAAP financial measure, see page 2 “Use of Non-GAAP Financial Measures,” and for a reconciliation of this measure to its most directly comparable GAAP measure, see page 10 "Non-GAAP to GAAP Reconciliation.” Locations (#) Terminals (#) Revenue ($ in millions) Adjusted EBITDA(1) ($ in millions) 5 2,663 2,690 2,724 2,762 620 610 611 609 345 355 352 352 165 197 219 238 2,786 2,816 2,791 609 620 615 355 359 356 237 239 252 3,793 3,987 3,852 4,034 3,906 4,014 3,961 Q1 Q2 Q3 Q4 2023 IL 2023 MT 2023 NV 2023 NE 2024 IL 2024 MT 2024 NV 2024 NE 14,546 14,767 15,020 15,276 6,247 6,210 6,252 6,276 2,704 2,782 2,744 2,704 488 609 688 827 15,494 15,743 15,714 6,280 6,435 6,448 2,714 2,735 2,685 833 844 882 23,985 25,321 24,368 25,757 24,704 25,729 25,083 Q1 Q2 Q3 Q4 2023 IL 2023 MT 2023 NV 2023 NE 2024 IL 2024 MT 2024 NV 2024 NE

 
2024 Results 6 Note: Numbers may not total due to rounding. Percent change may not recalculate due to rounding. $ in millions, except %s Q3 2023 Q3 2024 % Change YTD 2023 YTD 2024 % Change Locations 3,906 4,014 3% 3,906 4,014 3% Terminals 24,704 25,729 4% 24,704 25,729 4% Revenue $287 $302 5% $873 $913 5% Adj EBITDA $44 $46 4% $137 $142 4% CapEx $19 $17 -9% $60 $55 -9% Net Debt $282 $289 2% $282 $289 2%

 
Historical Financial Summary 7 $ in millions Note: Numbers may not total due to rounding. Q3 YTD YoY YoY 2020 2021 2022 2023 2023 2024 Growth 2023 2024 Growth No. of Locations 2,435 2,584 3,741 3,961 3,906 4,014 3% 3,906 4,014 3% No. of Terminals 12,247 13,639 23,541 25,083 24,704 25,729 4% 24,704 25,729 4% Net Gaming Revenue 301 706 925 1,114 274 290 6% 831 871 5% Other Revenue 16 29 45 57 13 12 (8%) 42 42 (0%) Gross Revenues 316 735 970 1,170 287 302 5% 873 913 5% % YoY Growth (26%) 132% 32% 21% 5% 5% Less: Cost of revenue (exclusive of amortization and depreciation expense show n below ) (211) (494) (671) (817) (201) (212) 5% (610) (639) 5% Gross Profit 105 241 299 353 87 90 4% 263 275 4% % Margin 33% 33% 31% 30% 30% 30% 30% 30% Less: G&A Expenses (77) (111) (146) (180) (45) (48) 6% (132) (142) 7% EBITDA 28 130 153 173 42 42 2% 131 133 2% Adjusted EBITDA 34 140 162 181 44 46 4% 137 142 4% % Margin 11% 19% 17% 16% 15% 15% 16% 16% % YoY Growth (57%) 312% 16% 12% 4% 4% Less: Depreciation & amortization of property & equipment (21) (25) (29) (38) (9) (11) (28) (32) Less: Amortization of intangible assets and route and customer acquisition costs (23) (22) (17) (21) (5) (6) (16) (17) EBIT (16) 83 106 114 27 26 87 84 Less: Other expenses, net (9) (13) (9) (6) (2) (4) (5) (14) Less: Interest expense, net (14) (13) (22) (33) (8) (9) (25) (27) Less: Income tax benefit (expense) 17 (15) (21) (20) (5) (4) (17) (12) Less: Loss from unconsolidated aff iliates -- -- -- -- -- (0) -- (0) Less: Loss (gain) on change in fair value of contingent earnout shares 8 (10) 20 (9) (2) (4) (11) (4) Less: Loss (gain) on change in fair value of w arrants 13 -- -- -- -- -- -- -- Less: Loss on debt extinguishment -- (1) -- -- -- -- -- -- Reported Net Income (Loss) (0) 32 74 46 10 5 30 27 Adjusted Net Income 6 71 80 83 19 18 61 59 Twelve Months Ended Three Months Ended Nine Months Ended December 31, September 30, September 30,

 
Accel Balance Sheet 8 Note: Numbers may not total due to rounding. $ in millions December 31, 2023 September 30, 2024 Assets Current Assets: Cash and cash equivalents $262 $265 Other current assets 51 58 Total current assets $313 $323 Property and equipment, net 261 282 Route and customer acquisition costs, net 19 24 Location contracts acquired, net 176 177 Goodwill 102 102 Other assets 42 42 Total assets $913 $950 Liabilities and Stockholders' Equity Current liab ilities: Short term debt and current maturities $28 $28 Accrued state and location gaming expense 28 39 Other current liabilities 53 51 Total current liabilities $110 $119 Long-term liab ilities: Long-term debt $514 $526 Contingent earnout share liability 32 36 Other liabilities 59 63 Total liabilities $714 $743 Total stockholders' equity $198 $207 Total liabilities and stockholders' equity $913 $950

 
Definition of Non-GAAP Financial Measures Adjusted net income is defined as net income plus: • Amortization of intangible assets and route and customer acquisition costs • Stock-based compensation expense • Loss from unconsolidated affiliates • Loss (gain) on change in fair value of contingent earnout shares • Loss (gain) on change in fair value of warrants • 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 • Tax effect of adjustments Adjusted EBITDA is defined as net income plus: • Amortization of intangible assets and route and customer acquisition costs • Stock-based compensation expense • Loss from unconsolidated affiliates • Loss (gain) on change in fair value of contingent earnout shares • Loss (gain) on change in fair value of warrants • Other expenses, net • Tax effect of adjustments • Depreciation and amortization of property and equipment • Interest expense, net • Emerging markets – reflects 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 Pennsylvania as an emerging market − Prior to January 2024, Iowa was considered an emerging market − Prior to April 2023, Nebraska was considered an emerging market • Income tax expense • Loss on debt extinguishment 9 Accel uses non-GAAP measures as a key performance measure of the results of operations for purposes of evaluating performance internally. Management believes these non-GAAP financial measures enhance the understanding of our underlying drivers of profitability, trends in our business, and facilitate company-to-company and period-to-period comparisons. Management 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 our ability to fund capital expenditures, service debt obligations and meet working capital requirements. EBIT is defined as EBITDA less: • Depreciation and amortization of property and equipment • Amortization of intangible assets and route and customer acquisition costs Capex is defined as purchases of property and equipment, net of proceeds from sales Net debt is defined as debt, net of current maturities plus: • Current maturities of debt less cash and cash equivalents

 
Non-GAAP to GAAP Reconciliation 10 Note: Numbers may not total due to rounding. $ in millions 2020 2021 2022 2023 2023 2024 2023 2024 Reported Net Income (Loss) (0) 32 74 46 10 5 30 27 (+) Amortization of intangible assets and route and customer acquisition costs 23 22 17 21 5 6 16 17 (+) Stock-based compensation expense 6 6 7 9 3 3 7 9 (+) Loss from unconsolidated aff iliates – – – – – 0 – 0 (+) Loss (gain) on change in fair value of contingent earnout shares (8) 10 (20) 9 2 4 11 4 (+) Loss (gain) on change in fair value of w arrants (13) – – – – – – – (+) Other expenses, net 9 13 9 6 2 4 5 14 (+) Tax effect of adjustments (10) (11) (8) (9) (3) (4) (8) (11) Adjusted Net Income 6 71 80 83 19 18 61 59 (+) Depreciation and amortization of property & equipment 21 25 29 38 9 11 28 32 (+) Interest expense, net 14 13 22 33 8 9 25 27 (+) Emerging markets 1 3 3 (1) (0) 0 (1) 0 (+) Income tax (benefit) expense (7) 26 29 29 7 7 25 23 (+) Loss on debt extinguishment – 1 – – – – – – Adjusted EBITDA 34 140 162 181 44 46 137 142 Twelve Months Ended Three Months Ended Nine Months Ended December 31, September 30, September 30, March 31, June 30, Sep. 30, Dec. 31, March 31, June 30, Sep. 30, 2023 2023 2023 2023 2024 2024 2024 Reported Net Income 9 10 10 16 7 15 5 (+) Amortization of intangible assets and route and customer acquisition costs 5 5 5 5 5 6 6 (+) Stock-based compensation expense 2 3 3 2 2 3 3 (+) Loss from unconsolidated aff iliates – – – – – – 0 (+) Loss (gain) on change in fair value of contingent earnout shares 5 5 2 (3) 5 (5) 4 (+) Other expenses, net 3 0 2 1 2 7 4 (+) Depreciation & amortization of property & equipment 9 9 9 10 10 11 11 (+) Interest expense, net 8 8 8 9 9 9 9 (+) Emerging markets (1) 0 (0) (0) 0 0 0 (+) Income tax expense 6 6 5 3 5 4 4 Adjusted EBITDA 46 47 44 45 46 50 46 Three Months Ended Three Months Ended September 30, 2023 2024 Debt, net of current maturities 484 526 (+) Current maturities of debt 28 28 (-) Cash and cash equivalents (230) (265) Net Debt 282 289

 
v3.24.3
Cover
May 08, 2024
Cover [Abstract]  
Document Type 8-K
Document Period End Date Oct. 30, 2024
Entity Registrant Name ACCEL ENTERTAINMENT, INC.
Entity Central Index Key 0001698991
Amendment Flag false
Entity Incorporation, State or Country Code DE
Entity File Number 001-38136
Entity Tax Identification Number 98-1350261
Entity Address, Address Line One 140 Tower Drive
Entity Address, City or Town Burr Ridge
Entity Address, State or Province IL
Entity Address, Postal Zip Code 60527
City Area Code 630
Local Phone Number 972-2235
Written Communications false
Soliciting Material false
Pre-commencement Tender Offer false
Pre-commencement Issuer Tender Offer false
Title of 12(b) Security Class A-1 common stock, par value $0.0001 per share
Trading Symbol ACEL
Security Exchange Name NYSE
Entity Emerging Growth Company false
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