Accel Entertainment, Inc. (NYSE:ACEL) today announced certain financial and operating results for the third quarter ended September 30, 2021.

Highlights:

Q3 2021 ended with 2,549 locations; an increase of 8% compared to Q3 2020
Q3 2021 ended with 13,384 video gaming terminals ("VGTs"); an increase of 15% compared to Q3 2020
Revenue of $193.4 million for Q3 2021, an increase of 43% compared to Q3 2020
Q3 2021 revenue per location per day increased 34% vs Q3 2020
Net income of $10.8 million for Q3 2021; an increase of 58% compared to Q3 2020
Adjusted EBITDA of $37.6 million for Q3 2021, an increase of 63% compared to Q3 2020
Q3 2021 ended with $148 million of net debt; a decrease of 13% compared to Q3 2020
Senior secured credit facility amended to increase borrowing capacity from $438 million to $900 million with a new five-year term consisting of:
- $150 million Revolving Credit Facility
- $350 million Term Loan
- $400 million Delayed Draw Term Loan
  - Interest rates and covenants remain unchanged
  - As of November 3, 2021, the Revolver and Delayed Draw Term Loan were fully available
Acquisition of Century Gaming, Inc. ("Century") on track to close in the first half of 2022

2021 Revised Guidance:

Based on another quarter of strong performance, 2021 guidance increased to:

End 2021 with an estimated 2,600 - 2,620 locations
End 2021 with an estimated 13,660 -13,775 VGTs
2021 Revenue estimated to be $725 - $750 million
2021 Adjusted EBITDA^[*] estimated to be $140 - $145 million
2021 capital expenditures estimated to be $20 - $25 million of cash spend
End 2021 with $110 - $115 million of net debt

Revised guidance includes the January 2021 shutdown and assumes no acquisitions.

2022 Guidance:

Due to the uncertainty on the exact timing of the Century acquisition, 2022 guidance will be provided without Century and pro forma assuming Century's results are included for the full year. 2022 guidance also assumes Georgia will no longer be an "emerging market" for the second half of 2022 because it has operated for more than 24 months. Accordingly, the results from Georgia will not be added back to our Adjusted EBITDA during the second half 2022

2022 guidance without Century acquisition:

End 2022 with an estimated 2,760 - 2,795 locations
End 2022 with an estimated 14,560 - 14,750 VGTs
2022 Revenue estimated to be $820 - $870 million
2022 Adjusted EBITDA^[*] estimated to be $160 - $170 million
2022 capital expenditures estimated to be $20 - $25 million of cash spend

2022 guidance pro forma for Century acquisition:

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

Accel CEO Andy Rubenstein commented, "We are pleased to report another strong quarter marked by stellar financial results, major business milestones and strategic location wins. These results were primarily driven by our sixth VGT installations, the completion of higher bet limit software upgrades and continued optimization of our product offering, which continues to support retention of our existing player base while yielding new customers wins. We also increased our borrowing power with the amendment of our credit facility, providing us the financial flexibility to continue capturing growth across Illinois and beyond. This is truly an exciting time for Accel and are confident our asset-light, hyper-local business model continues to give us a unique competitive advantage in the industry and positions us to capitalize on the future."

Condensed Consolidated Statements of Operations and Other Data

	Three Months Ended September 30,				Nine Months Ended September 30,
(in thousands)	2021		2020		2021		2020

Total revenues	$	193,351	$	135,097	$	542,394	$	241,939
Operating income (loss)		18,647		8,984		53,129		(12,713	)
Income (loss) before income tax (benefit) expense		14,743		241		36,526		(3,678	)
Net income		10,807		6,835		24,753		8,110
Other Financial Data:
Adjusted EBITDA⁽¹⁾		37,631		23,098		106,427		29,192
Adjusted net income ⁽²⁾		17,317		15,422		54,106		8,019

(1) Adjusted EBITDA is defined as net income plus amortization of route and customer acquisition costs and location contracts acquired; change in fair value of contingent earnout shares; change in the fair value of warrants; stock-based compensation expense; other expenses, net; tax effect of adjustments; depreciation and amortization of property and equipment; interest expense; emerging markets; and provision for income taxes. For additional information on Adjusted EBITDA and a reconciliation of net income to Adjusted EBITDA, see "Non-GAAP Financial Measures—Adjusted net income and Adjusted EBITDA."

(2) Adjusted net income is defined as net income plus amortization of route and customer acquisition costs and location contracts acquired; change in fair value of contingent earnout shares; change in the fair value of warrants; stock-based compensation expense; other expenses, net; and tax effect of adjustments. For additional information on Adjusted net income and a reconciliation of net income to Adjusted net income, see "Non-GAAP Financial Measures— Adjusted net income and Adjusted EBITDA."

Key Metrics

	As of September 30,
	2021	2020
Licensed establishments ⁽¹⁾	2,549	2,363
Video gaming terminals ⁽²⁾	13,384	11,597
Average remaining contract term (years) ⁽³⁾	6.7	6.9

	September 30,
	2021	2020
Location hold-per-day – for the three months ended^{(4) (in whole $)}	$798	$596
Location hold-per-day – for the nine months ended^{(4) (in whole $)}	$815	$585

(1) Based on Scientific Games International third-party terminal operator portal data which is updated at the end of each gaming day and includes licensed establishments that may be temporarily closed but still connected to the central system. This metric is utilized by Accel to continually monitor growth from existing locations, organic openings, acquired locations, and competitor conversions.

(2) Based on Scientific Games International third-party terminal operator portal data which is updated at the end of each gaming day and includes VGTs that may be temporarily shut off but still connected to the central system. This metric is utilized by Accel to continually monitor growth from existing locations, organic openings, acquired locations, and competitor conversions.

(3) Calculated by determining the average expiration date of all outstanding contracts, and then subtracting the applicable measurement date. The IGB limited the length of contracts entered into after February 2, 2018 to a maximum of eight years with no automatic renewals.

(4) Calculated by dividing the difference between cash deposited in all VGTs at each licensed establishment and tickets issued to players at each licensed establishment by the number of locations in operation each day during the period being measured. Then divide the calculated amount by the number of operating days in such period. Location hold per-day for the nine months ended September 30, 2021 is computed based on 255-eligible days of gaming (excludes 18 non-gaming days due to the IGB mandated COVID-19 shutdown). Location hold-per-day for the nine months ended September 30, 2020 is computed based on 168-eligible days of gaming (excludes 106 non-gaming days due to the IGB mandated COVID-19 shutdown).

Condensed Consolidated Statements of Cash Flows Data

	Nine Months Ended September 30,
(in thousands)	2021			2020
Net cash provided by operating activities	$	80,262		$	4,118
Net cash used in investing activities		(21,220	)		(23,148	)
Net cash (used in) provided by financing activities		(13,610	)		72,735

Non-GAAP Financial Measures

	Three Months Ended September 30,						Nine Months Ended September 30,
(in thousands)	2021			2020			2021			2020
Net income	$	10,807		$	6,835		$	24,753		$	8,110
Adjustments:
Amortization of route and customer acquisition costs and location contracts acquired ⁽¹⁾		6,221			5,648			18,489			16,778
Stock-based compensation ⁽²⁾		966			1,668			4,707			4,055
Loss (gain) on change in fair value of contingent earnout shares ⁽³⁾		888			3,599			6,867			(6,633	)
Loss (gain) on change in fair value of warrants⁽⁴⁾		—			1,710			—			(12,574	)
Other expenses, net ⁽⁵⁾		4,173			1,383			8,913			5,719
Tax effect of adjustments ⁽⁶⁾		(5,738	)		(5,421	)		(9,623	)		(7,436	)
Adjusted net income	$	17,317		$	15,422		$	54,106		$	8,019
Depreciation and amortization of property and equipment		6,518			5,361			18,820			15,299
Interest expense, net		3,016			3,434			9,736			10,172
Emerging markets ⁽⁷⁾		1,106			54			2,369			54
Income tax expense (benefit)		9,674			(1,173	)		21,396			(4,352	)
Adjusted EBITDA	$	37,631		$	23,098		$	106,427		$	29,192

(1) Route and customer acquisition costs consist of upfront cash payments and future cash payments to third-party sales agents to acquire the licensed video gaming establishments that are not connected with a business combination. Accel amortizes the upfront cash payment over the life of the contract, including expected renewals, beginning on the date the location goes live, and recognizes non-cash amortization charges with respect to such items. Future or deferred cash payments, which may occur based on terms of the underlying contract, are generally lower in the aggregate as compared to established practice of providing higher upfront payments, and are also capitalized and amortized over the remaining life of the contract. Future cash payments do not include cash costs associated with renewing customer contracts as Accel does not generally incur significant costs as a result of extension or renewal of an existing contract. Location contracts acquired in a business combination are recorded at fair value as part of the business combination accounting and then amortized as an intangible asset on a straight-line basis over the expected useful life of the contract of 10 years. "Amortization of route and customer acquisition costs and location contracts acquired" aggregates the non-cash amortization charges relating to upfront route and customer acquisition cost payments and location contracts acquired.

(2) Stock-based compensation consists of options, restricted stock units and warrants.

(3) 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.

Reconciliation of Debt to Net Debt

	As of September 30,
(in thousands)	2021			2020
Debt, net of current maturities	$	309,717		$	330,757
Plus: Current maturities of debt		18,250			18,250
Less: Cash and cash equivalents		(179,883	)		(179,108	)
Net debt	$	148,084		$	169,899

Conference Call

Accel will host an investor conference call on November 4, 2021 at 11 a.m. Central Time (12 p.m. Eastern Time) to discuss these operating and financial results. Interested parties may join the live webcast by registering at https://www.incommglobalevents.com/registration/q4inc/8854/accel-entertainment-q3-2021-earnings-call/. Registering in advance of the call will provide listeners with a personalized link to view the webcast and an individual dial-in for the call. This registration link to the live webcast will also be available on Accel's investor relations website, as well as a replay of the webcast following completion of the call: ir.accelentertainment.com.

About Accel

Accel believes it is the leading distributed gaming operator in the United States on an Adjusted EBITDA basis, and a preferred partner for local business owners in the Illinois market. Accel's business consists of the installation, maintenance and operation of VGTs, redemption devices that disburse winnings and contain ATM functionality, and other amusement devices in authorized non-casino locations such as restaurants, bars, taverns, convenience stores, liquor stores, truck stops, and grocery stores.

Forward Looking Statements

This press release contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as 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 2021 guidance, including with respect to the duration and impact of the COVID-19 crisis (including expected operating expenses related thereto), potential acquisitions or strategic alliances, and our estimates of number of VGTs, locations, revenues, Adjusted EBITDA, capital expenditures, and Net Debt. The words "predict," "estimated," "anticipates," "believes," "estimates," "expects," "intends," "may," "plans," "projects," "will," "would," "continue," and similar expressions or the negatives thereof are intended to identify forward looking statements. These forward looking statements represent our current reasonable expectations and involve known and unknown risks, uncertainties and other factors that may cause our actual results, performance and achievements, or industry results, to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statements. We cannot guarantee the accuracy of the forward-looking statements, and you should be aware that results and events could differ materially and adversely from those contained in the forward looking statements due to a number of factors including, but not limited to: the existing and potential future adverse impact of the COVID-19 pandemic on Accel's business, operations and financial condition, including as a result the suspensions of all video gaming terminal operations by the Illinois Gaming Board between March 16, 2020 and June 30, 2020 and between November 19, 2020 and January 23, 2021, which suspensions could be reinstated; Accel's ability to operate in existing markets or expand into new jurisdictions; Accel's ability to manage its growth effectively; Accel's ability to offer new and innovative products and services that fulfill the needs of licensed establishment partners and create strong and sustained player appeal; Accel's dependence on relationships with key manufacturers, developers and third parties to obtain VGTs, amusement machines, and related supplies, programs, and technologies for its business on acceptable terms; the negative impact on Accel's future results of operations by the slow growth in demand for VGTs and by the slow growth of new gaming jurisdictions; Accel's heavy dependency on its ability to win, maintain and renew contracts with licensed establishment partners; unfavorable economic conditions or decreased discretionary spending due to other factors such as epidemics or other public health issues (including COVID-19 and its variant strains), terrorist activity or threat thereof, civil unrest or other economic or political uncertainties, that could adversely affect Accel's business, results of operations, cash flows and financial conditions and other risks and uncertainties indicated from time to time in documents filed or to be filed with the Securities and Exchange Commission ("SEC").

Anticipated effects or benefits from the contemplated transaction may not ultimately occur, including expected revenues; effective integration of Century's operations, establishments and terminals with our own; integration of new technology to our own portfolio; and, integration of player rewards programs into our own system or expansion of those rewards programs in other US markets. We cannot guarantee the accuracy of the forward-looking statements, and you should be aware that results and events could differ materially and adversely from those contained in the forward-looking statements due to a number of factors including, but not limited to the existing and potential future adverse impact of the COVID-19 pandemic on Century's business, operations and financial condition, including as a result of any suspension of gaming operations in Nevada or Montana; our ability to expand effectively into Nevada and Montana; our ability to manage growth effectively; our ability to offer new and innovative products and services that fulfill the needs of Century's establishment partners and create strong and sustained player appeal; Century's dependence on relationships with key manufacturers, developers and third parties; the negative impact on Century's future results of operations by the slow growth in demand for gaming terminals and by slow growth of gaming in Nevada and Montana; Century's heavy dependency on its ability to win, maintain and renew contracts with licensed establishment partners; unfavorable economic conditions or decreased discretionary spending due to other factors such as epidemics or other public health issues (including COVID-19), terrorist activity or threat thereof, civil unrest or other economic or political uncertainties, that could adversely affect Accel's or Century's business, results of operations, cash flows and financial conditions and other risks and uncertainties.

Accordingly, forward-looking statements, including any projections or analysis, should not be viewed as factual and should not be relied upon as an accurate prediction of future results. The forward-looking statements contained in this press release are based on our current expectations and beliefs concerning future developments and their potential effects on the Accel. These forward-looking statements involve a number of risks, uncertainties (some of which are beyond our control), or other assumptions that may cause actual results or performance to be materially different from those expressed or implied by these forward-looking statements. These risks and uncertainties include, but are not limited to, those factors described in the sections entitled "Risk Factors" in the Quarterly Reports on Form 10-Q and in the Annual Report on Form 10-K filed by Accel with the SEC, as well as Accel's other filings with the SEC. Except as required by law, we do not undertake publicly to update or revise these statements, even if experience or future changes make it clear that any projected results expressed in this or other press releases or future quarterly reports, or company statements will not be realized. In addition, the inclusion of any statement in this press release does not constitute an admission by us that the events or circumstances described in such statement are material. We qualify all of our forward-looking statements by these cautionary statements. In addition, the industry in which we operate is subject to a high degree of uncertainty and risk due to a variety of factors including those described in the section entitled "Risk Factors" in the Quarterly Reports on Form 10-Q and in the Annual Report on Form 10-K filed by Accel with the SEC, as well as Accel's other filings with the SEC. These and other factors could cause our results to differ materially from those expressed in this press release.

Non-GAAP Financial Information

This press release includes certain financial information not prepared in accordance with Generally Accepted Accounting Principles in the United States ("GAAP"), including Adjusted EBITDA, Adjusted net income, and Net Debt. Adjusted EBITDA, Adjusted net income, and Net Debt are non-GAAP financial measures and are key metrics used to monitor ongoing core operations. Management of Accel believes Adjusted EBITDA, Adjusted net income, and Net Debt enhance the understanding of Accel's underlying drivers of profitability and trends in Accel's business and facilitates company-to-company and period-to-period comparisons, because these non-GAAP financial measures exclude the effects of certain non-cash items, represents certain nonrecurring items that are unrelated to core performance, or excludes non-core operations. Management of Accel also believes that these non-GAAP financial measures are used by investors, analysts and other interested parties as measures of financial performance.

Although Accel excludes amortization of route and customer acquisition costs and location contracts acquired from Adjusted EBITDA and Adjusted net income, Accel believes that it is important for investors to understand that these route, customer and location contract acquisitions contribute to revenue generation. Any future acquisitions may result in amortization of route and customer acquisition costs and location contracts acquired.

Adjusted EBITDA, Adjusted net income (loss), and Net Debt are not recognized terms under GAAP. These non-GAAP financial measures excludes some, but not all, items that affect net income, and these measures may vary among companies. These non-GAAP financial measures are unaudited and have important limitations as an analytical tool, should not be viewed in isolation and do not purport to be alternatives to net income as indicators of operating performance.

[*] Although we provide guidance for Adjusted EBITDA, we are not able to provide guidance for net income, the most directly comparable GAAP measure. Certain elements of the composition of GAAP net income, including stock-based compensation expenses, are difficult to predict and estimate, and are often dependent on future events which may be uncertain or outside of our control. These elements make it impractical for us to provide guidance on net income or to reconcile our Adjusted EBITDA guidance to net income without unreasonable efforts. For the same reason, we are unable to address the probable significance of the unavailable information.

ACCEL ENTERTAINMENT, INC. CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME (Unaudited)

(In thousands, except per share amounts)	Three Months Ended September 30,						Nine Months Ended September 30,
	2021			2020			2021		2020
Revenues:				(As Restated)					(As Restated)
Net gaming	$	186,017		$	129,635		$	520,915	$	231,210
Amusement		4,010			3,031			12,338		6,123
ATM fees and other revenue		3,324			2,431			9,141		4,606
Total net revenues		193,351			135,097			542,394		241,939
Operating expenses:
Cost of revenue (exclusive of depreciation and amortization expense shown below)		129,739			90,556			364,402		161,795
General and administrative		28,053			23,165			78,641		55,061
Depreciation and amortization of property and equipment		6,518			5,361			18,820		15,299
Amortization of route and customer acquisition costs and location contracts acquired		6,221			5,648			18,489		16,778
Other expenses, net		4,173			1,383			8,913		5,719
Total operating expenses		174,704			126,113			489,265		254,652
Operating income (loss)		18,647			8,984			53,129		(12,713	)
Interest expense, net		3,016			3,434			9,736		10,172
Loss (gain) on change in fair value of contingent earnout shares		888			3,599			6,867		(6,633	)
Loss (gain) on change in fair value of warrants		—			1,710			—		(12,574	)
Income (loss) before income tax expense (benefit)		14,743			241			36,526		(3,678	)
Income tax expense (benefit)		3,936			(6,594	)		11,773		(11,788	)
Net income	$	10,807		$	6,835		$	24,753	$	8,110
Net income per common share:
Basic	$	0.11		$	0.08		$	0.26	$	0.10
Diluted		0.11			0.08			0.26		0.09
Weighted average number of shares outstanding:
Basic		94,004			82,785			93,607		79,708
Diluted		94,728			83,560			94,469		80,578

Comprehensive income
Net income	$	10,807		$	6,835		$	24,753	$	8,110
Unrealized (loss) gain on investment in convertible notes (net of income taxes of $(126) and $2,135, respectively)		(315	)		—			5,358		—
Comprehensive income	$	10,492		$	6,835		$	30,111	$	8,110

ACCEL ENTERTAINMENT, INC. CONDENSED CONSOLIDATED BALANCE SHEETS

(In thousands, except par value and share amounts)	September 30, 2021			December 31 2020
Assets	(Unaudited)			(As Restated)
Current assets:
Cash and cash equivalents	$	179,883		$	134,451
Prepaid expenses		5,655			5,549
Income taxes receivable		723			3,341
Other current assets		11,960			8,643
Total current assets		198,221			151,984
Property and equipment, net		147,687			143,565
Other noncurrent assets:
Route and customer acquisition costs, net		15,658			15,251
Location contracts acquired, net		152,344			167,734
Goodwill		45,754			45,754
Investment in convertible notes		37,622			30,129
Deferred income tax asset		—			3,824
Other assets		3,059			2,000
Total other noncurrent assets		254,437			264,692
Total assets	$	600,345		$	560,241
Liabilities and Stockholders' Equity
Current liabilities:
Current maturities of debt	$	18,250		$	18,250
Current portion of route and customer acquisition costs payable		2,018			1,608
Accrued location gaming expense		2,923			—
Accrued state gaming expense		10,300			—
Accounts payable and other accrued expenses		9,962			23,666
Accrued compensation and related expenses		7,679			5,853
Current portion of consideration payable		14,392			3,013
Total current liabilities		65,524			52,390
Long-term liabilities:
Debt, net of current maturities		309,717			321,891
Route and customer acquisition costs payable, less current portion		3,495			4,064
Consideration payable, less current portion		13,015			20,943
Contingent earnout share liability		39,936			33,069
Warrant and other long-term liabilities		17			13
Deferred income tax liability		4,497			—
Total long-term liabilities		370,677			379,980
Stockholders' equity :
Preferred Stock, par value of $0.0001; 1,000,000 shares authorized; 0 shares issued and outstanding at September 30, 2021 and December 31, 2020		—			—
Class A-1 Common Stock, par value $0.0001; 250,000,000 shares authorized; 94,042,341 shares issued and outstanding at September 30, 2021; 93,379,508 shares issued and outstanding at December 31, 2020		9			9
Additional paid-in capital		185,711			179,549
Accumulated other comprehensive income		5,451			93
Accumulated deficit		(27,027	)		(51,780	)
Total stockholders' equity		164,144			127,871
Total liabilities and stockholders' equity	$	600,345		$	560,241

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Accel Entertainment Announces Q3 2021 Operating Results