Accel Entertainment, Inc.
For the period ended Sep 30, 2025. Filed Nov 4, 2025.
View on SEC.govAbout this filing
A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.
Sep 30, 2025 · Filed Nov 4, 2025
ACEL$13.72-0.4%Stored close · as of Nov 6, 2026
What changed in Management’s Discussion and Analysis?
Read the current filingPrevious report: 10-Q
Period ended 2025-06-30; filed 2025-08-05.
0001698991-25-000034
Item 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONSCurrent report: 10-Q
Period ended 2025-09-30; filed 2025-11-04.
0001698991-25-000051
Item 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONSThe baseline is this issuer’s latest earlier reporting period of the same form that was filed before the current report. A previous 10-Q is a different quarter, not a year-over-year comparison. Amendments are excluded.
Compared 121 previous paragraphs and 131 current paragraphs.
70 unchanged; 37 reworded; 22 added; 13 removed; 1 previous and 2 current paragraphs rearranged.
Tables are not compared: 13 previous and 13 current tables excluded. Dates, whitespace, punctuation and numbering changes are ignored; changes to financial figures remain significant.
A changed paragraph is not evidence that risk increased or decreased. An unchanged paragraph does not establish that risk stayed the same.
Added paragraphs (22)
Current report
The One Big Beautiful Bill Act (the “Act”) was signed into law on July 4, 2025. The Act contains significant tax law changes impacting business tax payers with various effective dates, with certain provisions effective in 2025 and others to be implemented through 2027. Among the tax law changes that impact us are those that relate to the timing of certain tax deductions including depreciation expense, interest expense and research and development expenditures. Because these tax law changes impact the timing of these deductions, they will not reduce our overall effective tax rate. However, these tax law changes have resulted in a favorable reduction in our current tax expense which is offset by an increase to deferred tax expense.
Current report
(Gain) loss on change in fair value of contingent earnout shares
Current report
Loss on debt extinguishment
Current report
A loss on debt extinguishment of $1.1 million was recorded for the three months ended September 30, 2025 in connection with the entry into a new Credit Agreement (as defined below). For more information on our new Credit Agreement and the related loss on debt extinguishment, see the discussion within the Liquidity and Capital Resources later in this section.
Current report
Loss on change in fair value of contingent earnout shares
Current report
Loss on debt extinguishment
Current report
A loss on debt extinguishment of $1.1 million was recorded for the nine months ended September 30, 2025 in connection with the entry into a new Credit Agreement. For more information on our new Credit Agreement and the related loss on debt extinguishment, see the discussion within the Liquidity and Capital Resources later in this section.
Current report
Non-GAAP Financial Measure
Current report
•Stock-based compensation expense
Current report
•Loss from unconsolidated affiliates
Current report
•(Gain) loss on change in fair value of contingent earnout shares
Current report
•Loss on debt extinguishment
Current report
Adjusted EBITDA
Current report
New Credit Agreement
Current report
In order to refinance our prior credit facility, we entered into a Credit Agreement, dated as of September 10, 2025 (the “Credit Agreement”), by and among us, Accel Entertainment LLC (the “Borrower”), the lenders from time to time party thereto, CIBC Bank USA, as administrative agent and collateral agent for the lenders and lead arranger, Fifth Third Bank, National Association, JPMorgan Chase Bank, N.A., U.S. Bank National Association, and Truist Securities, Inc., as joint lead arrangers, and Bank of America, N.A. as documentation agent.
Current report
The Credit Agreement establishes a:
Current report
•$600.0 million term loan facility.
Current report
Proceeds of the initial borrowings under the Credit Agreement were used to repay in full all outstanding indebtedness and terminate all commitments under our prior credit agreement, dated as of November 13, 2019, as amended.
Current report
We incurred $4.1 million of debt issuance costs related to the Credit Agreement, of which $3.8 million are being amortized over the life of the Credit Agreement. We also recognized a loss on debt extinguishment of $1.1 million due to the partial extinguishment associated with a lender whose borrowing capacity decreased and the complete extinguishment for those lenders who are no longer participating.
Current report
The obligations of the Borrower under the Credit Agreement are (i) guaranteed by us and each of the Borrower’s existing and future material domestic subsidiaries and (ii) secured by a first-priority lien on substantially all of our assets, as well as substantially all of the assets of the Borrower and the Borrower’s existing and future material domestic subsidiaries, in each case subject to certain customary exceptions set forth in the Credit Agreement.
Current report
At the Borrower’s election, borrowings under the Credit Agreement bear interest at either (i)a base rate equal to the highest of (a) the federal funds effective rate plus 0.5%, (b) the prime rate announced by CIBC Bank USA, or (c) 1-month Term SOFR plus 1% or (ii) Term SOFR for an applicable interest period, in each case plus an applicable margin. The applicable margin is determined by reference to the Borrower’s First Lien Net Leverage Ratio (as defined in the Credit Agreement) and ranges from (i) 0.75% to 1.75% for base rate borrowings and (ii) 1.5% to 2.5% for Term SOFR borrowings. As of September 30, 2025, the weighted-average interest rate on our borrowings was approximately 6.5%.
Current report
The Credit Agreement contains customary affirmative and negative covenants including limitations on the ability of the Company, the Borrower, and their restricted subsidiaries to, amongst other things, grant additional liens, incur additional indebtedness, merge or consolidate, dispose of assets, engage in certain transactions with affiliates, and make restricted payments. The Credit Agreement also requires the Borrower to maintain, as of the last day of each fiscal quarter, (i) a First Lien Net Leverage Ratio no greater than 4.75 to 1.00 and (ii) a Fixed Charge Coverage Ratio (as defined in the Credit Agreement) of at least 1.20 to 1.00. The Credit Agreement includes customary events of default, the occurrence of which could permit the administrative agent to, amongst other things, declare all amounts owing under the credit facilities to be immediately due and payable, exercise remedies with respect to the collateral, and terminate the lenders’ commitments thereunder. The failure to pay certain amounts owing under the Credit Agreement may result in an increase in the interest rate applicable thereto.
Removed paragraphs (13)
Previous report
Loss (gain) on change in fair value of contingent earnout shares
Previous report
Loss (gain) on change in fair value of contingent earnout shares
Previous report
Non-GAAP Financial Measures
Previous report
•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
Previous report
•Tax effect of adjustments
Previous report
•Tax effect of adjustments
Previous report
Adjustednet income and Adjusted EBITDA
Previous report
Senior Secured Credit Facility
Previous report
We have entered into a credit agreement (as amended the “Credit Agreement”) as borrower, with our wholly-owned domestic subsidiaries, as guarantors, the banks, financial institutions and other lending institutions from time to time party thereto, as lenders, the other parties from time to time party thereto and Capital One, National Association, as administrative agent (in such capacity, the “Agent”), collateral agent, issuing bank and swingline lender, providing for a:
Previous report
•a $350.0 million initial term loan facility, and
Previous report
•a $400.0 million delayed draw term loan facility(“DDTL”).
Previous report
As of June 30, 2025, there remained $127 million of availability under the Credit Agreement and the weighted-average interest rate on our borrowings under the Credit Agreement was approximately 6.5%.
Previous report
Net cash (used in) provided by financing activities
Reworded paragraphs (37)
Previous wording
Ongoing interest rate uncertainty, persistent inflation and increased and/or reciprocal tariffs may increase the risk of an economic recession and volatility in the capital or credit markets in the U.S. and other markets globally. Our location partners may be adversely impacted by changes in overall economic and financial conditions, and certain location partners may cease operations in the event of a recession or inability to access financing. Furthermore, our revenue is largely driven by players’ disposable incomes and level of gaming activity, and economic conditions that adversely impact players’ ability and desire to spend disposable income at our locations partners may adversely affect our results of operations and cash flows.
Current wording
Ongoing interest rate uncertainty, persistent inflation and increased and/or reciprocal tariffs may increase the risk of an economic recession and volatility in the capital or credit markets in the U.S. and other markets globally. Our location partners may be adversely impacted by changes in overall economic and financial conditions, and certain location partners may cease operations in the event of a recession or inability to access financing. Furthermore, our revenue is largely driven by players’ disposable incomes and level of gaming activity, and economic conditions that adversely impact players’ ability and desire to spend disposable income at our location partners may adversely affect our results of operations and cash flows.
Previous wording
For the first half of 2025, we have not observed material impacts to our business or outlook from the macroeconomic factors noted above, outside of higher compensation-related costs. In the first half of 2024, we accelerated certain of our capital expenditures related to gaming terminals and related components to manage our supply chain.
Current wording
For the first nine months of 2025, we have not observed material impacts to our business or outlook from the macroeconomic factors noted above. In the first half of 2024, we accelerated certain of our capital expenditures related to gaming terminals and related components to manage our supply chain.
Previous wording
ATM fees and other. ATM fees and other consist of fees charged for the withdrawal of funds from our redemption devices and stand-alone ATMs and is recognized at the time of the ATM transaction. Beginning in the first quarter of 2025, revenues from our casino & racing operations are also included.
Current wording
ATM fees and other. ATM fees and other consist of fees charged for the withdrawal of funds from our redemption devices and stand-alone ATMs and is recognized at the time of the ATM transaction. Beginning in the first quarter of 2025, revenues from our racing operations are also included.
Previous wording
Cost of revenue. Cost of revenue consists of i) taxes on net gaming revenue that is payable to the appropriate jurisdiction (effective July 1, 2024, the tax on net gaming revenue in the State of Illinois increased from 34% to 35%, which is split equally between us and our locations in Illinois), ii) licenses, permits and other fees required for the operation of our business, 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) expenses from our casino & racing operations.
Current wording
Cost of revenue. Cost of revenue consists of i) taxes on net gaming revenue that is payable to the appropriate jurisdiction (effective July 1, 2024, the tax on net gaming revenue in the State of Illinois increased from 34% to 35%, which is split equally between us and our locations in Illinois), ii) licenses, permits and other fees required for the operation of our business, 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) expenses from our casino and racing operations.
Previous wording
Interest expense, net consists of interest on our current credit facilities, amortization of financing fees, accretion of interest on route and customer acquisition costs payable, and interest (income) expense on the interest rate caplets. Interest on the current credit facility is payable monthly on unpaid balances at the variable per annum Secured Overnight Financing Rate (“SOFR”) rate plus an applicable margin, as defined under the terms of the credit facility, ranging from 1.75% to 2.75% depending on the first lien net leverage ratio.
Current wording
Interest expense, net consists of interest on our current credit facilities, amortization of financing fees, accretion of interest on route and customer acquisition costs payable, and interest (income) expense on the interest rate caplets. Interest on the current credit facility is payable monthly on unpaid balances at the variable per annum Secured Overnight Financing Rate (“SOFR”) rate plus an applicable margin, as defined under the terms of the credit facility, ranging from 1.5% to 2.5% depending on the first lien net leverage ratio.
Previous wording
Total net revenues for the six months ended June 30, 2025 were $659.8 million, an increase of $48.6 million, or 7.9%, compared to the prior-year period. This increase was primarily driven by higher net gaming revenue of $34.5 million, which reflected an increase in gaming locations and terminals and higher ATM fees and other revenue of $26.9 million, an increase of $16.1 million, or 149.9%, which included revenue from our casino & racing operations. Net revenues by state are presented below:
Current wording
Total net revenues for the three months ended September 30, 2025 were $329.7 million, an increase of $27.5 million, or 9.1%, compared to the prior-year period. This increase was primarily driven by higher net gaming revenue of $18.6 million, which reflected an increase in gaming locations, terminals and revenue from our casino operations, as well as higher ATM fees and other revenue of $14.6 million, an increase of $9.1 million, or 164.9%, which included revenue from our racing operations. Net revenues by state are presented below:
Previous wording
Cost of revenue for the three months ended June 30, 2025 was $229.8 million, an increase of $16.4 million, or 7.7%, compared to the prior-year period, driven by higher net gaming revenue and revenue from our casino & racing operations, as described above.
Current wording
Cost of revenue for the three months ended September 30, 2025 was $225.5 million, an increase of $14.7 million, or 7.0%, compared to the prior-year period, driven by higher net gaming revenue and revenue from our racing operations, as described above.
Previous wording
Cost of manufacturing goods sold for the three months ended June 30, 2025 was $0.9 million, a decrease of $2.3 million, or 72.0%, compared to the prior-year period due to lower manufacturing revenue, as described above.
Current wording
Cost of manufacturing goods sold for the three months ended September 30, 2025 was $0.9 million, which is essentially flat compared to the prior-year period.
Previous wording
General and administrative expenses for the three months ended June 30, 2025 were $54.9 million, an increase of $8.3 million, or 17.9%, compared to the prior-year period. The increase was attributable to higher compensation-related costs, as we continue to grow our operations.
Current wording
General and administrative expenses for the three months ended September 30, 2025 were $55.6 million, an increase of $7.7 million, or 16.0%, compared to the prior-year period. The increase was attributable to higher compensation-related costs, as we continue to grow our operations.
Previous wording
Depreciation and amortization of property and equipment for the three months ended June 30, 2025 was $13.1 million, an increase of $2.3 million, or 21.3%, compared to the prior-year period due to an increased number of gaming terminals.
Current wording
Depreciation and amortization of property and equipment for the three months ended September 30, 2025 was $13.3 million, an increase of $2.3 million, or 21.3%, compared to the prior-year period due to an increased number of gaming terminals.
Previous wording
Amortization of intangible assets and route and customer acquisition costs for the three months ended June 30, 2025 were $6.3 million, an increase of $0.7 million, or 13.1%, compared to the prior-year period due to higher amortization expenses on location contracts acquired.
Current wording
Amortization of intangible assets and route and customer acquisition costs for the three months ended September 30, 2025 were $6.4 million, an increase of $0.6 million, or 10.5%, compared to the prior-year period due to higher amortization expense on location contracts acquired.
Previous wording
Other expenses, net for the six months ended June 30, 2025 were $6.9 million, a decrease of $2.8 million, or 29.1%, compared to the prior-year period. The decrease was primarily attributable to lower fair value adjustments associated with the revaluation of contingent consideration liabilities, partially offset by higher non-recurring expenses related to acquisitions.
Current wording
Other expenses, net for the three months ended September 30, 2025 were $2.6 million, a decrease of $1.3 million, or 33.4%, compared to the prior-year period. The decrease was primarily attributable to lower non-recurring expenses, lower non-recurring lobbying and legal expenses related to new markets, and lower fair value adjustments associated with the revaluation of contingent consideration liabilities.
Previous wording
Interest expense, net for the three months ended June 30, 2025 was $8.8 million, which was essentially flat compared to the prior-year period. We experienced an increase in average outstanding debt, which was offset by lower interest rates and the benefit realized on our interest rate caplets. For the three months ended June 30, 2025, the weighted average interest rate, excluding the impact of our interest rate caplets, was approximately 6.5% compared to 7.7% in the prior-year period.
Current wording
Interest expense, net for the three months ended September 30, 2025 was $8.6 million, which was a decrease of $0.5 million, or 5.9%, compared to the prior-year period. We experienced lower interest rates and the benefit realized on our interest rate caplets, partially offset by an increase in average outstanding debt. For the three months ended September 30, 2025, the weighted average interest rate, excluding the impact of our interest rate caplets, was approximately 6.4% compared to 7.6% in the prior-year period.
Previous wording
The change in the fair value of contingent earnout shares for the three months ended June 30, 2025 was a loss of $5.7 million, compared to a gain of $4.7 million the prior-year period. The change was primarily due to the change in the market value of our Class A-1 common stock, which is the primary input to the valuation of the contingent earnout shares.
Current wording
The change in the fair value of contingent earnout shares for the three months ended September 30, 2025 was a gain of $2.2 million, compared to a loss of $4.2 million the prior-year period. The change was primarily due to the change in the market value of our Class A-1 common stock, which is the primary input to the valuation of the contingent earnout shares.
Previous wording
Income tax expense for the three months ended June 30, 2025 was $5.1 million, an increase of $1.2 million, or 29.4%, compared to the prior-year period. The effective tax rate for the three months ended June 30, 2025 was 41.2% compared to 21.2% in the prior-year period. Our effective income tax rate can vary from period to period depending on, among other factors, the amount of permanent tax adjustments and discrete items. The change in the fair value of the contingent earnout shares is considered a discrete item for tax purposes and can be the primary driver for the fluctuations in the tax rate year over year.
Current wording
Income tax expense for the three months ended September 30, 2025 was $4.5 million, an increase of $0.9 million, or 25.9%, compared to the prior-year period. The effective tax rate for the three months ended September 30, 2025 was 25.2% compared to 42.2% in the prior-year period. Our effective income tax rate can vary from period to period depending on, among other factors, the amount of permanent tax adjustments and discrete items. The change in the fair value of the contingent earnout shares is considered a discrete item for tax purposes and can be the primary driver for the fluctuations in the tax rate year over year.
Previous wording
The following table summarizes our results of operations on a consolidated basis for thesix months ended June 30, 2025 and 2024:
Current wording
The following table summarizes our results of operations on a consolidated basis for thenine months ended September 30, 2025 and 2024:
Previous wording
Total net revenues for the three months ended June 30, 2025 were $335.9 million, an increase of $26.5 million, or 8.6%, compared to the prior-year period. This increase was primarily driven by higher net gaming revenue of $20.7 million, which reflected an increase in gaming locations and terminals, and higher ATM fees and other revenue of $14.7 million, an increase of $9.3 million, or 171.1%, which included revenue from our casino & racing operations. Those amounts were partially offset by a decrease in manufacturing revenue of $3.4 million, or 66.1%, primarily due to timing on software sales. Net revenues by state are presented below:
Current wording
Total net revenues for the nine months ended September 30, 2025 were $989.5 million, an increase of $76.1 million, or 8.3%, compared to the prior-year period. This increase was primarily driven by higher net gaming revenue of $53.1 million, which reflected an increase in gaming locations, terminals and revenue from our casino operations, as well as higher ATM fees and other revenue of $41.5 million, an increase of $25.2 million, or 154.9%, which included revenue from our racing operations. Net revenues by state are presented below:
Previous wording
Cost of revenue for the six months ended June 30, 2025 was $451.2 million, an increase of $28.7 million, or 6.8%, compared to the prior-year period, driven by higher net gaming revenue and revenue from our racing and casino operations, as described above.
Current wording
Cost of revenue for the nine months ended September 30, 2025 was $676.7 million, an increase of $43.4 million, or 6.9%, compared to the prior-year period, driven by higher net gaming revenue and revenue from our racing operations, as described above.
Previous wording
Cost of manufacturing goods sold for the six months ended June 30, 2025 was $3.0 million, a decrease of $1.4 million, or 31.5%, compared to the prior-year period primarily due to lower manufacturing revenue.
Current wording
Cost of manufacturing goods sold for the nine months ended September 30, 2025 was $3.9 million, a decrease of $1.4 million, or 26.6%, compared to the prior-year period primarily due to lower manufacturing revenue.
Previous wording
General and administrative expenses for the six months ended June 30, 2025 were $107.9 million, an increase of $13.7 million, or 14.6%, compared to the prior-year period. The increase was attributable to compensation-related costs, as we continue to grow our operations, partially offset by lower parts and repair expense.
Current wording
General and administrative expenses for the nine months ended September 30, 2025 were $163.5 million, an increase of $21.4 million, or 15.0%, compared to the prior-year period. The increase was attributable to higher compensation-related costs, as we continue to grow our operations.
Previous wording
Depreciation and amortization of property and equipment for the six months ended June 30, 2025 was $25.4 million, an increase of $4.2 million, or 19.6%, compared to the prior-year period due to an increased number of gaming terminals.
Current wording
Depreciation and amortization of property and equipment for the nine months ended September 30, 2025 was $38.7 million, an increase of $6.5 million, or 20.2%, compared to the prior-year period due to an increased number of gaming terminals.
Previous wording
Amortization of intangible assets and route and customer acquisition costs for the six months ended June 30, 2025 were $12.6 million, an increase of $1.6 million, or 14.4%, compared to the prior-year period.
Current wording
Amortization of intangible assets and route and customer acquisition costs for the nine months ended September 30, 2025 were $19.0 million, an increase of $2.2 million, or 13.0%, compared to the prior-year period due to higher amortization expense on location contracts acquired.
Previous wording
Other expenses, net for the three months ended June 30, 2025 were $4.1 million, a decrease of $3.2 million, or 44.1%, compared to the prior-year period. The decrease was primarily attributable to lower fair value adjustments associated with the revaluation of contingent consideration liabilities.
Current wording
Other expenses, net for the nine months ended September 30, 2025 were $9.5 million, a decrease of $4.1 million, or 30.3%, compared to the prior-year period. The decrease was primarily attributable to lower fair value adjustments associated with the revaluation of contingent consideration liabilities and lower non-recurring lobbying and legal expenses related to new markets.
Previous wording
Interest expense, net for the six months ended June 30, 2025 was $17.5 million, which was essentially flat compared to the prior-year period. We experienced an increase in average outstanding debt, which was offset by lower interest rates and the benefit realized on our interest rate caplets. For the six months ended June 30, 2025, the weighted average interest rate, excluding the impact of our interest rate caplets, was approximately 6.5% compared to a rate of approximately 7.7% for the prior-year period.
Current wording
Interest expense, net for the nine months ended September 30, 2025 was $26.1 million, a decrease of $0.7 million, or 2.4%, compared to the prior-year period. We experienced lower interest rates and the benefit realized on our interest rate caplets, partially offset by an increase in average outstanding debt. For the nine months ended September 30, 2025, the weighted average interest rate, excluding the impact of our interest rate caplets, was approximately 6.5% compared to a rate of approximately 7.6% for the prior-year period.
Previous wording
The change in the fair value of contingent earnout shares for the six months ended June 30, 2025 was a loss of $3.4 million, compared to a less than $0.1 million gain the prior-year period. The change was primarily due to the change in the market value of our Class A-1 common stock, which is the primary input to the valuation of the contingent earnout shares.
Current wording
The change in the fair value of contingent earnout shares for the nine months ended September 30, 2025 was a loss of $1.2 million, compared to a loss of $4.2 million in the prior-year period. The change was primarily due to the change in the market value of our Class A-1 common stock, which is the primary input to the valuation of the contingent earnout shares.
Previous wording
Income tax expense for the six months ended June 30, 2025 was $10.1 million, an increase of $1.4 million, or 15.9%, compared to the prior-year period. The effective tax rate for the six months ended June 30, 2025 was 31.6% compared to 28.3% in the prior-year period. Our effective income tax rate can vary from period to period depending on, among other factors, the amount of permanent tax adjustments and discrete items. The change in the fair value of the contingent earnout shares is considered a discrete item for tax purposes and can be the primary driver for the fluctuations in the tax rate year over year.
Current wording
Income tax expense for the nine months ended September 30, 2025 was $14.6 million, an increase of $2.3 million, or 18.8%, compared to the prior-year period. The effective tax rate for the nine months ended September 30, 2025 was 29.3% compared to 31.3% in the prior-year period. Our effective income tax rate can vary from period to period depending on, among other factors, the amount of permanent tax adjustments and discrete items. The change in the fair value of the contingent earnout shares is considered a discrete item for tax purposes and can be the primary driver for the fluctuations in the tax rate year over year.
Previous wording
The following tables set forth information with respect to our location hold-per-day in our primary locations for the three and six months ended:
Current wording
The following tables set forth information with respect to our location hold-per-day in our primary locations for the three and nine months ended:
Previous wording
Adjusted EBITDA and Adjustednet income are non-GAAP financial measures, but are key metrics management uses to monitor ongoing core operations. Adjusted EBITDA and Adjustednet income exclude the effects of certain non-cash items or represent certain nonrecurring items that are unrelated to core performance. 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.
Current wording
Adjusted EBITDA is a non-GAAP financial measure, but is a key metric management uses to monitor ongoing core operations. Adjusted EBITDA excludes the effects of certain non-cash items or represent certain nonrecurring items that are unrelated to core performance. Management believes this non-GAAP financial measure enhances the understanding of our underlying drivers of profitability and trends in our business and facilitates company-to-company and period-to-period comparisons. Management also believes that this non-GAAP financial measure is used by investors, analysts and other interested parties as a measure of financial performance and to evaluate our ability to fund capital expenditures, service debt obligations and meet working capital requirements.
Previous wording
Adjusted EBITDA for the three months ended June 30, 2025, was$53.2 million, an increase of $3.5 million, or 7.1%, compared to the prior-year period. Adjusted EBITDA for the six months ended June 30, 2025, was$102.7 million, anincrease of$6.8 million, or 7.1%, compared to the prior-year period. The increase was attributable to an increase in the number of locations and gaming terminals.
Current wording
Adjusted EBITDA for the three months ended September 30, 2025, was$51.2 million, an increase of $5.3 million, or 11.5%, compared to the prior-year period. Adjusted EBITDA for the nine months ended September 30, 2025, was$153.9 million, anincrease of$12.1 million, or 8.5%, compared to the prior-year period. The increase was attributable to an increase in the number of locations and gaming terminals.
Previous wording
We believe that our cash and cash equivalents, cash flows from operations and borrowing availability under the Credit Agreement (as defined below) will be sufficient to meet our capital requirements for the next twelve months and the foreseeable future thereafter. Our primary short-term cash needs are paying operating expenses and contingent earnout payments, purchases of property and equipment, servicing outstanding indebtedness, and funding our Board of Directors (“Board”) approved share repurchase program and near-term acquisitions. As of June 30, 2025, we had $264.6 million in cash and cash equivalents.
Current wording
We believe that our cash and cash equivalents, cash flows from operations and borrowing availability under the Credit Agreement will be sufficient to meet our capital requirements for the next twelve months and the foreseeable future thereafter. Our primary short-term cash needs are paying operating expenses and contingent earnout payments, purchases of property and equipment, servicing outstanding indebtedness, and funding our Board of Directors (“Board”) approved share repurchase program and near-term acquisitions. As of September 30, 2025, we had $290.2 million in cash and cash equivalents.
Previous wording
•$150.0 million revolving credit facility, including a letter of credit facility with a $10.0 million sublimit and a swingline facility with a $10.0 million sublimit,
Current wording
•$300.0 million revolving credit facility, including a letter of credit facility with a $15.0 million sublimit and a swing line facility with a $25.0 million sublimit, and
Previous wording
Our ability to borrow on the DDTL ended on October 22, 2024. The maturity date of the Credit Agreement is October 22, 2026. The Company is in the preliminary stages of refinancing its Senior Secured Credit Facility and anticipates it will do so before the debt becomes current.
Current wording
The maturity date of the Credit Agreement is September 10, 2030.
Previous wording
We manage our exposure to some of our interest rate risk through the use of interest rate caplets, which are derivative financial instruments. On January 12, 2022, we hedged the variability of the cash flows attributable to the changes in the 1-month SOFR interest rate on the first $300 million of the term loan under the Credit Agreement by entering into a 4-year series of 48 deferred premium caplets (“caplets”), which are set to expire in January 2026.
Current wording
We manage our exposure to some of our interest rate risk through the use of interest rate caplets, which are derivative financial instruments. On January 12, 2022, we hedged the variability of the cash flows attributable to the changes in the 1-month SOFR interest rate on the first $300 million of the term loan under the prior credit agreement by entering into a 4-year series of 48 deferred premium caplets (“caplets”), which remain in effect under the new Credit Agreement and are set to expire in January 2026.
Previous wording
We recognized anunrealized loss, net of taxes, on the change in fair value of the caplets of$0.8 million and $2.0 million for the three and six months ended June 30, 2025. In comparison, we recognized an unrealized loss, net of taxes, of$1.1 million and an unrealized gain of less than $0.1 million for the three and six months ended June 30, 2024. We also recognized interest income on the caplets of$1.8 million and$3.6 millionfor thethree and six months ended June 30, 2025, respectively. In comparison, we recognized interest income on the caplets of$2.5 million and$5.1 million for thethree and six months ended June 30, 2024, respectively. These amounts are reflected in interest expense, netin the condensed consolidated statements of operations and other comprehensive income.
Current wording
We recognized anunrealized loss, net of taxes, on the change in fair value of the caplets of$1.1 million and $3.0 million for the three and nine months ended September 30, 2025. In comparison, we recognized an unrealized loss, net of taxes, of$4.1 million for both the three and nine months ended September 30, 2024. We also recognized interest income on the caplets of$1.8 million and$5.3 millionfor thethree and nine months ended September 30, 2025, respectively. In comparison, we recognized interest income on the caplets of$2.6 million and$7.7 million for thethree and nine months ended September 30, 2024, respectively. These amounts are reflected in interest expense, netin the condensed consolidated statements of operations and other comprehensive income.
Previous wording
For the six months ended June 30, 2025, net cash provided by operating activities was $64.6 million, an increase in cash of $6.9 million compared to the prior-year period due primarily to changes in working capital adjustments.
Current wording
For the nine months ended September 30, 2025, net cash provided by operating activities was $119.8 million, an increase in cash of $12.1 million compared to the prior-year period due primarily to higher deferred income taxes and changes in working capital adjustments.
Previous wording
For the six months ended June 30, 2025, net cash used in investing activities was $60.0 million, a decrease in cash used of $9.4 million compared to the prior-year period. The decrease in cash used was primarily attributable to less cash used for acquisitions and an investment in an unconsolidated affiliate in the prior year, partially offset by higher purchases of property and equipment and an acquisition of an indefinite-lived operating license at Fairmount. We anticipate our capital expenditures will be approximately $75-80 million in 2025, of which $31-32 million relates to Fairmount, $5-7 million relates to Louisiana and the remaining $39-41 million for all other capital expenditures.
Current wording
For the nine months ended September 30, 2025, net cash used in investing activities was $80.7 million, a decrease in cash used of $9.5 million compared to the prior-year period. The decrease in cash used was primarily attributable to less cash used for acquisitions and an investment in an unconsolidated affiliate in the prior year, partially offset by higher purchases of property and equipment and an acquisition of an indefinite-lived operating license at Fairmount. We anticipate our capital expenditures will be approximately $75-80 million in 2025, of which $31-32 million relates to Fairmount, $5-7 million relates to Louisiana and the remaining $39-41 million for all other capital expenditures.
Previous wording
For the six months ended June 30, 2025, net cash used in financing activities was $21.3 million, an increase in cash used of $26.3 million compared to the prior-year period. The change reflects higher net repayments on our debt compared to a net borrowing in the prior-year period and higher repurchases of our common stock.
Current wording
For the nine months ended September 30, 2025, net cash used in financing activities was $30.2 million, an increase in cash used of $16.2 million compared to the prior-year period. The increase is primarily attributable to lower net borrowings, payments for debt issuance cost on our new credit facility and higher repurchases of our common stock.
Rearranged current paragraphs (2)
Current report — wording carried from elsewhere
•Amortization of intangible assets and route and customer acquisition costs
Current report — wording carried from elsewhere
Net cash used in financing activities
Rearranged previous paragraphs (1)
Previous report — wording carried elsewhere
Adjusted net incomeis defined as net income plus: