Accel Entertainment, Inc.
For the period ended Sep 30, 2026. Filed Nov 3, 2026.
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, 2026 · Filed Nov 3, 2026
What changed in Management’s Discussion and Analysis?
Read the current filingPrevious report: 10-Q
Period ended 2026-06-30; filed 2026-08-04.
0001698991-26-000059
Item 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONSCurrent report: 10-Q
Period ended 2026-09-30; filed 2026-11-03.
0001698991-26-000069
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 135 previous paragraphs and 142 current paragraphs.
79 unchanged; 49 reworded; 14 added; 5 removed; 2 previous and 0 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 (14)
Current report
Macroeconomic and Other Factors
Current report
Because our electronic gaming machines are located at third-party establishments, we are subject to incidents of theft and vandalism affecting machines and their cash contents. While these incidents have not had a material effect on our business, financial condition or results of operations to date, we continue to evaluate security measures and insurance coverage relating to these incidents.
Current report
Gain 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 on September 10, 2025. For more information on our new Credit Agreement, see the discussion within the Liquidity and Capital Resources later in this section.
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 on September 10, 2025. For more information on our new Credit Agreement, see the discussion within the Liquidity and Capital Resources later in this section.
Current report
•Number of electronic gaming machines; and
Current report
Number of electronic gaming machines
Current report
•(Gain) loss on change in fair value of contingent earnout shares
Current report
•Loss on debt extinguishment
Current report
•From June 2025 through June 2026, we had no emerging markets.
Current report
•As of July 2026, the City of Chicago and Wyoming are considered emerging markets.
Current report
(1)Other expense, net was $3.2 million and $9.7 million; loss contributed from unconsolidated affiliates was less than $0.1 million; emerging markets was $0.6 million for both the three and nine months ended September 30, 2026, respectively. Other expense, net was $2.6 million and $9.6 million; loss contributed from unconsolidated affiliates and emerging markets was less than $0.1 million and $0.1 million for the three and nine months ended September 30, 2025, respectively.
Removed paragraphs (5)
Previous report
Macroeconomic Factors
Previous report
•Number of gaming terminals; and
Previous report
Number of gaming terminals
Previous report
•As of June 2025, we no longer have any emerging markets.
Previous report
(1)Loss on sale of fixed assets was$2.5 million and $3.2 millionfor the three and six months ended June 30, 2026, respectively, and is included in Other expenses, net. Loss on sale of fixed assets was$0.1 million and $0.3 millionfor thethree and six months ended June 30, 2025, respectively, and is presented in general and administrative expenses, which is not an adjustment for EBITDA. Also includes approximately$0.1 million for both the loss contributed from unconsolidated affiliates and emerging markets for thethree and six months ended June 30, 2026, and 2025.
Reworded paragraphs (49)
Previous wording
You should read the following discussion and analysis of our financial condition and results of operations in conjunction with our unaudited condensed consolidated financial statements and the related notes and other financial information included in this Quarterly Report on Form 10-Q. This discussion and analysis contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Forward-looking statements may be identified by the use of words such as “believe,” “expect,” “plans,” “intend,” “may,” “strategy,” “prospects,” “estimate,” “will,” “should,” “could,” “project,” “target,” “anticipate,” and other similar words and involve risks and uncertainties. Our actual results could differ materially from the forward-looking statements. Factors that could cause or contribute to such differences include those discussed in the section titled “Risk Factors” included in our Annual Report on Form 10-K for the year ended December 31, 2025. Any forward-looking statements made by us speak only as of the date on which they are made. We are under no obligation to, and expressly disclaims any obligation to, update or alter its forward-looking statements, whether as a result of new information, subsequent events or otherwise, except as required by law. This discussion and analysis should also be read in conjunction with “Management’s Discussion and Analysis of Financial Condition and Results of Operations”, set forth in our Annual Report on Form 10-K for the year ended December 31, 2025.
Current wording
You should read the following discussion and analysis of our financial condition and results of operations in conjunction with our unaudited condensed consolidated financial statements and the related notes and other financial information included in this Quarterly Report on Form 10-Q. This discussion and analysis contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Forward-looking statements may be identified by the use of words such as “believe,” “expect,” “plans,” “intend,” “may,” “strategy,” “prospects,” “estimate,” “will,” “should,” “could,” “project,” “target,” “anticipate,” and other similar words and involve risks and uncertainties. Our actual results could differ materially from the forward-looking statements. Factors that could cause or contribute to such differences include risks related to the security of our electronic gaming machines and cash at third-party locations, including theft, vandalism and other criminal activity, as well as those discussed in the section titled “Risk Factors” included in our Annual Report on Form 10-K for the year ended December 31, 2025. Any forward-looking statements made by us speak only as of the date on which they are made. We are under no obligation to, and expressly disclaim any obligation to, update or alter its forward-looking statements, whether as a result of new information, subsequent events or otherwise, except as required by law. This discussion and analysis should also be read in conjunction with “Management’s Discussion and Analysis of Financial Condition and Results of Operations”, set forth in our Annual Report on Form 10-K for the year ended December 31, 2025.
Previous wording
We are a leading distributed gaming operator in the United States (“U.S.”), as well as a developer of brick-and-mortar casinos that serve local gaming markets and horse racing venues. We are a preferred partner for local business owners in the markets we serve. We offer turnkey, full-service gaming solutions to bars, restaurants, convenience stores, truck stops, and fraternal and veteran establishments across the country as well as casinos and horse racing venues. Our focus is providing unmatched customer support, guidance, and expertise so our location partners can grow their businesses with an additional revenue stream. We install, maintain, operate and service gaming terminals and related equipment for our location partners as well as redemption devices that have automated teller machine (“ATM”) functionality and stand-alone ATMs. We offer amusement devices, including jukeboxes, dartboards, pool tables, and other entertainment related equipment. These operations provide a complementary source of lead generation for our gaming business by offering a “one-stop” source of additional equipment for our location partners.
Current wording
We are a leading distributed gaming operator in the United States (“U.S.”), as well as a developer of brick-and-mortar casinos that serve local gaming markets and horse racing venues. We are a preferred partner for local business owners in the markets we serve. We offer turnkey, full-service gaming solutions to bars, restaurants, convenience stores, truck stops, and fraternal and veteran establishments across the country as well as casinos and horse racing venues. Our focus is providing unmatched customer support, guidance, and expertise so our location partners can grow their businesses with an additional revenue stream. We install, maintain, operate and service electronic gaming machines and related equipment for our location partners as well as redemption devices that have automated teller machine (“ATM”) functionality and stand-alone ATMs. We offer amusement devices, including jukeboxes, dartboards, pool tables, and other entertainment related equipment. These operations provide a complementary source of lead generation for our gaming business by offering a “one-stop” source of additional equipment for our location partners.
Previous wording
We also design and manufacture gaming terminals and related equipment. We are continuously evaluating additional opportunities that are complementary to our core business, such as our acquisition of Fairmount Park - Casino & Racing (“Fairmount”) in Collinsville, Illinois.
Current wording
We also design and manufacture electronic gaming machines and related equipment. We are continuously evaluating additional opportunities that are complementary to our core business.
Previous wording
We currently operate in the following states:
Current wording
In October 2026, we commenced operations in Wyoming and initiated the winding down of our operations in West Virginia. The West Virginia wind-down is expected to be completed in November 2028 and is not expected to have a material impact on our results of operations. We currently operate in the following states:
Previous wording
We compete in the distributed gaming landscape on the basis of the responsiveness of our service to our locations and players, and the popularity, content, features, quality, functionality and reliability of our products. In the distributed gaming industry, we generally operate in markets where our terminal revenue splits are either statutorily determined or negotiated, as follows:
Current wording
We compete in the distributed gaming landscape on the basis of the responsiveness of our service to our locations and players, and the popularity, content, features, quality, functionality and reliability of our products. In the distributed gaming industry, we generally operate in markets where our electronic gaming machine revenue splits are either statutorily determined or negotiated, as follows:
Previous wording
Ongoing interest rate uncertainty, persistent inflation, economic impacts from the conflict in Iran, 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. 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. For the first half of 2026, we have not observed any material impacts to our business or outlook from the macroeconomic factors noted above.
Current wording
Ongoing interest rate uncertainty, persistent inflation, economic impacts from the conflict in Iran, 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. 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. For the first nine months of 2026, we have not observed any material impacts to our business or outlook from the macroeconomic factors noted above.
Previous wording
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 taxpayers 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 to our current tax expense for the three and six months ended June 30, 2026, which was offset by an increase to deferred tax expense.
Current wording
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 taxpayers 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 to our current tax expense for the periods presented, which were offset by an increase to deferred tax expense.
Previous wording
Manufacturing. Manufacturing revenue represents sales of gaming terminals and software as well as other ancillary equipment.
Current wording
Manufacturing. Manufacturing revenue represents sales of electronic gaming machines and software as well as other ancillary equipment.
Previous wording
Cost of manufacturing goods sold. Cost of manufacturing goods sold consists of costs associated with the sale of gaming terminals and software as well as other ancillary equipment.
Current wording
Cost of manufacturing goods sold. Cost of manufacturing goods sold consists of costs associated with the sale of electronic gaming machines and software as well as other ancillary equipment.
Previous wording
General and administrative. General and administrative expenses consist of operating expense and general and administrative expense. Operating expense includes compensation-related costs for service technicians, route technicians, route security, preventative maintenance personnel and marketing. Operating expense also includes vehicle fuel and maintenance, and non-capitalizable parts expenses. Operating expenses are generally proportionate to the number of locations and gaming terminals. General and administrative expense includes compensation-related costs for account managers and other corporate personnel. In addition, general and administrative expense also includes information technology, insurance, rent and professional fees.
Current wording
General and administrative. General and administrative expenses consist of operating expense and general and administrative expense. Operating expense includes compensation-related costs for service technicians, route technicians, route security, preventative maintenance personnel and marketing. Operating expense also includes vehicle fuel and maintenance, and non-capitalizable parts expenses. Operating expenses are generally proportionate to the number of locations and electronic gaming machines. General and administrative expense includes compensation-related costs for account managers and other corporate personnel. In addition, general and administrative expense also includes information technology, insurance, rent and professional fees.
Previous wording
Amortization of intangible assets and route and customer acquisition costs. Route and customer acquisition costs consist of fees paid at the inception of contracts entered into with third parties and our gaming locations, which allows us to install and operate gaming terminals. The route and customer acquisition costs and route and customer acquisition costs payable are recorded at the net present value of the future payments using a discount rate equal to our incremental borrowing rate associated with our long-term debt. Route and customer acquisition costs are amortized on a straight-line basis over 18 years, which is the expected estimated life of the contract, including expected renewals.
Current wording
Amortization of intangible assets and route and customer acquisition costs. Route and customer acquisition costs consist of fees paid at the inception of contracts entered into with third parties and our gaming locations, which allows us to install and operate electronic gaming machines. The route and customer acquisition costs and route and customer acquisition costs payable are recorded at the net present value of the future payments using a discount rate equal to our incremental borrowing rate associated with our long-term debt. Route and customer acquisition costs are amortized on a straight-line basis over 18 years, which is the expected estimated life of the contract, including expected renewals.
Previous wording
Interest expense, net consists of interest on our credit facility, 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 2.50% depending on the first lien net leverage ratio.
Current wording
Interest expense, net consists of interest on our credit facility, amortization of financing fees, accretion of interest on route and customer acquisition costs payable, and interest (income) expense on the interest rate hedging instruments. 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 1.50% to 2.50% depending on the first lien net leverage ratio.
Previous wording
Total net revenues for the three months ended June 30, 2026 were $368.1 million, an increase of $32.2 million, or 9.6%, compared to the prior-year period. This increase was primarily driven by higher net gaming revenue of $33.5 million, which reflected an increase in gaming locations, terminals and revenue from our casino operations, partially offset by a decrease in manufacturing revenue of $1.2 million, or 67.8%, due to lower equipment and software sales. Net revenues by state are presented below:
Current wording
Total net revenues for the three months ended September 30, 2026 were $363.6 million, an increase of $33.9 million, or 10.3%, compared to the prior-year period. This increase was primarily driven by higher net gaming revenue of $34.9 million, which reflected an increase in gaming locations, electronic gaming machines and revenue from our casino operations, partially offset by a decrease in manufacturing revenue of $0.7 million, or 43.5%, due to lower equipment and software sales. Net revenues by state are presented below:
Previous wording
Cost of revenue for the three months ended June 30, 2026 was $252.6 million, an increase of $22.9 million, or 10.0%, compared to the prior-year period, driven by higher net gaming revenue and revenue from our casino operations, as described above.
Current wording
Cost of revenue for the three months ended September 30, 2026 was $249.0 million, an increase of $23.5 million, or 10.4%, compared to the prior-year period, driven by higher net gaming revenue and revenue from our casino operations, as described above.
Previous wording
Cost of manufacturing goods sold for the three months ended June 30, 2026 was $0.3 million, a decrease of $0.6 million, or 69.8%, compared to the prior-year period due to the previously mentioned decrease in equipment and software sales.
Current wording
Cost of manufacturing goods sold for the three months ended September 30, 2026 was $0.5 million, a decrease of $0.4 million, or 45.5%, compared to the prior-year period due to the previously mentioned decrease in equipment and software sales.
Previous wording
General and administrative expenses for the three months ended June 30, 2026 were $59.6 million, an increase of $4.7 million, or 8.5%, compared to the prior-year period. The increase was primarily attributable to higher compensation-related costs, as we continue to grow our operations, as well as higher professional fees and advertising costs.
Current wording
General and administrative expenses for the three months ended September 30, 2026 were $61.0 million, an increase of $5.4 million, or 9.6%, compared to the prior-year period. The increase was primarily attributable to higher compensation-related costs, professional fees and advertising costs.
Previous wording
Depreciation and amortization of property and equipment for the three months ended June 30, 2026 was $13.8 million, an increase of $0.7 million, or 5.6%, 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 three months ended September 30, 2026 was $14.1 million, an increase of $0.8 million, or 5.7%, compared to the prior-year period due to an increased number of electronic gaming machines.
Previous wording
Amortization of intangible assets and route and customer acquisition costs for the three months ended June 30, 2026 were $6.8 million, an increase of $0.5 million, or 7.9%, compared to the prior-year period was primarily due to an increase in route and customer acquisition costs.
Current wording
Amortization of intangible assets and route and customer acquisition costs for the three months ended September 30, 2026 were $7.0 million, an increase of $0.6 million, or 9.2%, compared to the prior-year period. The increase was primarily due to an increase in route and customer acquisition costs.
Previous wording
Other expenses, net for the three months ended June 30, 2026 were $3.0 million, a decrease of $1.1 million, or 27.3%, 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 expenses, partially offset by losses on sales of assets.
Current wording
Other expenses, net for the three months ended September 30, 2026 were $3.2 million, an increase of $0.7 million, or 25.9%, compared to the prior-year period. The increase was primarily attributable to higher non-recurring costs and losses on sales of assets, partially offset by lower fair value adjustments associated with the revaluation of contingent consideration liabilities.
Previous wording
Interest expense, net for the three months ended June 30, 2026 was $8.6 million, which was a decrease of $0.1 million, or 1.5%, compared to the prior-year period. We experienced lower interest rates, partially offset by the absence of the prior year benefit realized on our interest rate caplets and an increase in average outstanding debt. For the three months ended June 30, 2026, the weighted average interest rate, excluding the impact of our interest rate caplets, was approximately 5.5% compared to 6.5% in the prior-year period.
Current wording
Interest expense, net for the three months ended September 30, 2026 was $8.7 million, which was an increase of $0.1 million, or 1.2%, compared to the prior-year period. We experienced lower interest rates and a decrease in average outstanding debt, partially offset by the absence of the prior year benefit realized on our interest rate hedging instruments. For the three months ended September 30, 2026, the weighted average interest rate, excluding the impact of our interest rate caplets, was approximately 5.6% compared to 6.4% in the prior-year period.
Previous wording
The change in the fair value of contingent earnout shares for the three months ended June 30, 2026 was a loss of $5.0 million, compared to a loss of $5.7 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, 2026 was a gain of $5.8 million, compared to a gain of $2.2 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 three months ended June 30, 2026 was $5.9 million, an increase of $0.8 million, or 15.4%, compared to the prior-year period. The effective tax rate for the three months ended June 30, 2026 was 31.9% compared to 41.2% 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 permanent, non-taxable 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, 2026 was $5.2 million, an increase of $0.7 million, or 16.0%, compared to the prior-year period. The effective tax rate for the three months ended September 30, 2026 was 20.2% compared to 25.2% 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 permanent, non-taxable item for income 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, 2026 and 2025:
Current wording
The following table summarizes our results of operations on a consolidated basis for thenine months ended September 30, 2026 and 2025:
Previous wording
Total net revenues for the six months ended June 30, 2026 were $719.7 million, an increase of $59.9 million, or 9.1%, compared to the prior-year period. This increase was primarily driven by higher net gaming revenue of $62.9 million, which reflected an increase in gaming locations, terminals and revenue from our casino operations, partially offset by a decrease in manufacturing revenue of $3.8 million, or 67.8%, due to lower equipment and software sales. Net revenues by state are presented below:
Current wording
Total net revenues for the nine months ended September 30, 2026 were $1,083.2 million, an increase of $93.7 million, or 9.5%, compared to the prior-year period. This increase was primarily driven by higher net gaming revenue of $97.8 million, which reflected an increase in gaming locations, electronic gaming machines and revenue from our casino operations, partially offset by a decrease in manufacturing revenue of $4.5 million, or 62.2%, due to lower equipment and software sales. Net revenues by state are presented below:
Previous wording
Cost of revenue for the six months ended June 30, 2026 was $494.2 million, an increase of $43.0 million, or 9.5%, compared to the prior-year period, driven by higher net gaming revenue as described above.
Current wording
Cost of revenue for the nine months ended September 30, 2026 was $743.2 million, an increase of $66.5 million, or 9.8%, compared to the prior-year period, driven by higher net gaming revenue as described above.
Previous wording
Cost of manufacturing goods sold for the six months ended June 30, 2026 was $0.9 million, a decrease of $2.1 million, or 69.5%, compared to the prior-year period due to the previously mentioned decrease in equipment and software sales.
Current wording
Cost of manufacturing goods sold for the nine months ended September 30, 2026 was $1.4 million, a decrease of $2.5 million, or 63.8%, compared to the prior-year period due to the previously mentioned decrease in equipment and software sales.
Previous wording
General and administrative expenses for the six months ended June 30, 2026 were $117.6 million, an increase of $9.7 million, or 9.0%, compared to the prior-year period. The increase was attributable to higher compensation-related costs, as we continue to grow our operations, as well as higher professional fees and advertising costs.
Current wording
General and administrative expenses for the nine months ended September 30, 2026 were $178.6 million, an increase of $15.1 million, or 9.2%, compared to the prior-year period. The increase was attributable to higher compensation-related costs, professional fees and advertising costs.
Previous wording
Depreciation and amortization of property and equipment for the six months ended June 30, 2026 was $27.7 million, an increase of $2.3 million, or 9.0%, 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, 2026 was $41.8 million, an increase of $3.1 million, or 7.9%, compared to the prior-year period due to an increased number of electronic gaming machines.
Previous wording
Amortization of intangible assets and route and customer acquisition costs for the six months ended June 30, 2026 were $13.6 million, an increase of $1.0 million, or 7.9%, compared to the prior-year period was primarily due to an increase in route and customer acquisition costs.
Current wording
Amortization of intangible assets and route and customer acquisition costs for the nine months ended September 30, 2026 were $20.6 million, an increase of $1.6 million, or 8.3%, compared to the prior-year period was primarily due to an increase in route and customer acquisition costs.
Previous wording
Other expenses, net for the six months ended June 30, 2026 were $6.5 million, a decrease of $0.4 million, or 5.9%, compared to the prior-year period. The decrease was primarily attributable to lower non-recurring expenses, lower fair value adjustments associated with the revaluation of contingent consideration liabilities and lower lobbying and legal expenses related to new markets, partially offset by losses on sales of assets.
Current wording
Other expenses, net for the nine months ended September 30, 2026 were $9.7 million, an increase of $0.3 million, or 2.7%, compared to the prior-year period. The increase was primarily attributable to losses on sales of assets, partially offset by lower non-recurring expenses, lower fair value adjustments associated with the revaluation of contingent consideration liabilities and lower lobbying and legal expenses related to new markets.
Previous wording
Interest expense, net for the six months ended June 30, 2026 was $17.1 million, a decrease of $0.3 million, or 1.8%, compared to the prior-year period. We experienced lower interest rates, partially offset by a lower benefit realized on our interest rate caplets and an increase in average outstanding debt. For the six months ended June 30, 2026, the weighted average interest rate, excluding the impact of our interest rate caplets, was approximately 5.5% compared to a rate of approximately 6.5% for the prior-year period.
Current wording
Interest expense, net for the nine months ended September 30, 2026 was $25.9 million, a decrease of $0.2 million, or 0.8%, compared to the prior-year period. We experienced lower interest rates and a decrease in average outstanding debt, partially offset by a lower benefit realized on our interest hedging instruments. For the nine months ended September 30, 2026, the weighted average interest rate, excluding the impact of our interest rate caplets, was approximately 5.6% compared to a rate of approximately 6.5% for the prior-year period.
Previous wording
Loss on change in fair value of contingent earnout shares
Current wording
(Gain) loss on change in fair value of contingent earnout shares
Previous wording
The change in the fair value of contingent earnout shares for the six months ended June 30, 2026 was a loss of $3.5 million, compared to a loss of $3.4 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.
Current wording
The change in the fair value of contingent earnout shares for the nine months ended September 30, 2026 was a gain of $2.2 million, compared to a loss of $1.2 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, 2026 was $11.2 million, an increase of $1.2 million, or 11.6%, compared to the prior-year period. The effective tax rate for the six months ended June 30, 2026 was 29.3% compared to 31.6% 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, 2026 was $16.5 million, an increase of $1.9 million, or 12.9%, compared to the prior-year period. The effective tax rate for the nine months ended September 30, 2026 was 25.6% compared to 29.3% 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 permanent, non-taxable item for income tax purposes and can be the primary driver for the fluctuations in the tax rate year over year.
Previous wording
The number of gaming terminals in operation is based on a combination of third-party portal data and data from our internal systems. We utilize this metric to continually monitor growth from existing locations, organic openings, purchased locations, and competitor conversions.
Current wording
The number of electronic gaming machines in operation is based on a combination of third-party portal data and data from our internal systems. We utilize this metric to continually monitor growth from existing locations, organic openings, purchased locations, and competitor conversions.
Previous wording
The following table sets forth information with respect to the number of gaming terminals in our primary locations:
Current wording
The following table sets forth information with respect to the number of electronic gaming machines in our primary locations:
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
•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.
Current wording
•Markets are no longer considered emerging when we have installed or acquired at least 500 electronic gaming machines in the jurisdiction, or when 24 months have elapsed from the date we first install or acquire electronic gaming machines in the jurisdiction, whichever occurs first.
Previous wording
Adjusted EBITDA for the three months ended June 30, 2026, was$58.9 million, an increase of $5.7 million, or 10.8%, compared to the prior-year period. Adjusted EBITDA for the six months ended June 30, 2026, was$112.7 million, anincrease of$10.0 million, or 9.7%, compared to the prior-year period. The increase for both periods was attributable to an increase in the number of locations and gaming terminals.
Current wording
Adjusted EBITDA for the three months ended September 30, 2026, was$57.5 million, an increase of $6.3 million, or 12.3%, compared to the prior-year period. Adjusted EBITDA for the nine months ended September 30, 2026, was$170.2 million, anincrease of$16.3 million, or 10.6%, compared to the prior-year period. The increase for both periods was attributable to an increase in the number of locations and electronic gaming machines.
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, 2026, we had $255.5 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 (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 September 30, 2026, we had $294.4 million in cash and cash equivalents.
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Rearranged previous paragraphs (2)
Previous report — wording carried elsewhere
Loss on change in fair value of contingent earnout shares
Previous report — wording carried elsewhere
•Loss on change in fair value of contingent earnout shares