Accel Entertainment, Inc.
A distributed gaming operator that places slot-machine-style video gaming terminals in non-casino spots like bars, restaurants, convenience stores, and truck stops, and also handles their maintenance and support. The founder started the business after Illinois legalized video gaming terminals outside casinos in 2009. Its name shortens the word "accelerate," a nod to the company's plan to grow fast.
Warrants to Purchase Shares of Class A-1 Common Stock, expiring 11/20/2020, delisted from NYSE July 2020
10-Q · Quarter ended Jun 30, 2026 · SEC filing ↗
The original filing sections are available below.
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 For…
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. Company Overview 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. 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. We currently operate in the following states: State Year Operations Started or Year of Acquisition Branding Operations Illinois 2012 Accel Entertainment •Establishments with a liquor license (Up to 6 gaming terminals)–Bars/restaurants/retail–Gaming cafes–Fraternal organizations–Veterans’ organizations•Truck stops (Up to 6 gaming terminals)•Large truck stops (Up to 10 gaming terminals) Illinois 2024 Fairmount Park - Casino + Racing •Operates a thoroughbred horse race track with 57 race days anticipated in 2026•Operates a casino with ~260 gaming positions and 7 table games•Revenue share agreement with FanDuel•Offers attractive food and beverage offerings throughout the year 26 Table of Contents State Year Operations Started or Year of Acquisition Branding Operations Montana 2022 Century Gaming •Business locations licensed to sell alcoholic beverages for on-premises consumption only, including locations restricted to offering a maximum of 20 gaming terminals Montana 2022 Grand Vision Gaming •Designs and manufactures gaming terminals and software that are sold to Montana, South Dakota, and West Virginia•Develops proprietary gaming terminals and related software as well as other ancillary equipment for our distributed gaming routes in Montana, Nevada, Nebraska and Georgia Montana 2023 Yellowstone Casino and other local retail/parlor locations •Retail gaming locations licensed to sell alcoholic beverages and offering a maximum of 20 gaming terminals•Certain locations have attractive food offerings•Currently, we have five parlor locations Nevada 2022 Century Gaming •Non-casino locations where gaming is incidental to the primary business being conducted at the location, including:–Grocery/drug/convenience stores–Bars/restaurants/taverns–Liquor stores •Games are generally limited to 15 or fewer gaming terminals with no other forms of gaming activity permitted Nebraska 2022 Accel Entertainment •Operate cash devices in retail locations throughout the state•Retail establishments include any business location that is open to the public for the sale of goods other than gaming terminals and that possesses a valid sales tax permit Georgia 2020 Bulldog Gaming •Operates skill-based coin-operated amusement machines with winnings paid by gift cards through redemption terminals or Bulldog Wallet for noncash merchandise, prizes, toys, gift cards, or novelties Louisiana 2024 Toucan Gaming •Truck stop gaming parlors (up to 60 gaming terminals)•Establishments with a liquor license (up to 4 gaming terminals)–Bars/restaurants/retail–Fraternal organizations–Veterans’ organizations Iowa 2021 Accel Entertainment •Operate amusement concessions, including games of chance and games of skill, which we define as gaming terminals•Bars, taverns, and restaurants with a certain class of liquor license are permitted to operate up to four electrical or mechanical games of chance Pennsylvania 2023 Accel Entertainment •Licensed to operate at qualified truck stops•Actively exploring opportunities We are subject to the various gaming regulations in the states in which we operate, as well as various other federal, state and local laws and regulations. 27 Table of Contents Distributed Gaming Competitive Landscape 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: Statutory Splits Negotiated Splits Net terminal income splits are statutorily predetermined; minimum and maximum wagers are mandated by the applicable governing bodies Net terminal income splits are negotiated Pricing is not considered a factor as revenue splits with our locations are mandated by law Pricing is a driver in contract negotiations as all revenue splits are negotiated Location and customer experience are key differentiating factors for selecting us over our competitors Our focus on player appeal, customer service and reputation are also key factors impacting competition Our markets with statutory splits are: Illinois, Georgia, Pennsylvania Our markets with negotiated splits are: Montana, Nevada, Nebraska, Iowa, Louisiana We also enter into space lease agreements, primarily in the Nevada market, where the location earns a fixed monthly rental fee in exchange for the right for us to operate at the location. For these agreements, we are the sole holder of the applicable gaming license that allows us to operate in that location. Under these agreements, we recognize all of the gaming revenue and record the fixed monthly rental fees as cost of revenue. Macroeconomic Factors 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. We intend to continue to monitor macroeconomic conditions closely and may determine to take certain financial or operational actions in response to such conditions to the extent our business begins to be adversely impacted. 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. 28 Table of Contents Components of Performance Net revenues Net gaming. Net gaming revenue represents net cash received from gaming activities, which is the difference between gaming wins and losses. Net gaming revenue includes the amounts earned by our location partners and is recognized at the time of gaming play. Amusement. Amusement revenue represents amounts collected from amusement devices operated at various location partners and is recognized at the point the amusement device is used. Manufacturing. Manufacturing revenue represents sales of gaming terminals and software as well as other ancillary equipment. 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. Revenues from our racing operations are also included. Operating expenses Cost of revenue. Cost of revenue consists of i) taxes on net gaming revenue that is payable to the appropriate jurisdiction, ii) licenses, permits and other fees required for the operation of 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. 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. 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. Depreciation and amortization of property and equipment. Depreciation is computed using the straight-line method over the estimated useful lives of the individual assets. Leasehold improvements are amortized over the shorter of the useful life or the lease. 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. Location contracts acquired in a business combination are recorded at fair value and then amortized as an intangible asset on a straight-line basis over the expected useful life of 15 years. Other intangible assets acquired in a business acquisition are recorded at fair value and then amortized as an intangible asset on a straight-line basis over their estimated 7 to 20-year useful lives. 29 Table of Contents Interest expense, net 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. Income tax expense Income tax expense consists mainly of taxes payable to federal, state and local authorities. Deferred income taxes are recognized for the tax consequences of temporary differences between the financial statement carrying amounts and the tax basis of the assets and liabilities. Results of Operations The following table summarizes our results of operations on a consolidated basis for the three months ended June 30, 2026 and 2025: (in thousands, except %'s) Three Months Ended June 30, Increase / (Decrease) 2026 2025 Change ($) Change (%) Net revenues: Net gaming $ 347,375 $ 313,919 $ 33,456 10.7 % Amusement 5,250 5,517 (267) (4.8) % Manufacturing 568 1,763 (1,195) (67.8) % ATM fees and other 14,932 14,710 222 1.5 % Total net revenues 368,125 335,909 32,216 9.6 % Operating expenses: Cost of revenue (exclusive of depreciation and amortization expense shown below) 252,620 229,758 22,862 10.0 % Cost of manufacturing goods sold (exclusive of depreciation and amortization expense shown below) 268 886 (618) (69.8) % General and administrative 59,556 54,878 4,678 8.5 % Depreciation and amortization of property and equipment 13,827 13,095 732 5.6 % Amortization of intangible assets and route and customer acquisition costs 6,823 6,322 501 7.9 % Other expenses, net 2,978 4,096 (1,118) (27.3) % Total operating expenses 336,072 309,035 27,037 8.7 % Operating income 32,053 26,874 5,179 19.3 % Interest expense, net 8,642 8,771 (129) (1.5) % Loss from unconsolidated affiliates 14 17 (3) (17.6) % Loss on change in fair value of contingent earnout shares 5,018 5,734 (716) (12.5) % Income before income tax expense 18,379 12,352 6,027 48.8 % Income tax expense 5,872 5,090 782 15.4 % Net income $ 12,507 $ 7,262 $ 5,245 72.2 % 30 Table of Contents Net revenues 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 $1.2 million, or 67.8%, due to lower equipment and software sales. Net revenues by state are presented below: (in thousands, except %s) Three Months Ended June 30, Increase / (Decrease) 2026 2025 Change ($) Change (%) Net revenues by state: Illinois $ 264,476 $ 245,434 $ 19,042 7.8 % Montana 40,692 40,107 585 1.5 % Nevada 31,683 27,078 4,605 17.0 % Louisiana 10,931 9,630 1,301 13.5 % Nebraska 12,224 7,881 4,343 55.1 % Georgia 7,095 4,814 2,281 47.4 % Other 1,024 965 59 6.1 % Total net revenues $ 368,125 $ 335,909 $ 32,216 9.6 % Cost of revenue 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. Cost of manufacturing goods sold 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. General and administrative 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. Depreciation and amortization of property and equipment 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. Amortization of intangible assets and route and customer acquisition costs 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. Other expenses, net 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. 31 Table of Contents Interest expense, net 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. Loss on change in fair value of contingent earnout shares 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. Income tax expense Income tax expense for the three months ended June 30, 2026 was $5.9 million, an increase of $0.8 million, or 15.4%, compared to the prior-year period. The effective tax rate for the three months ended June 30, 2026 was 31.9% compared to 41.2% in the prior-year period. Our effective income tax rate can vary from period to period depending on, among other factors, the amount of permanent tax adjustments and discrete items. The change in the fair value of the contingent earnout shares is considered a permanent, non-taxable item for tax purposes and can be the primary driver for the fluctuations in the tax rate year over year. 32 Table of Contents The following table summarizes our results of operations on a consolidated basis for the six months ended June 30, 2026 and 2025: (in thousands, except %'s) Six Months Ended June 30, Increase / (Decrease) 2026 2025 Change ($) Change (%) Net revenues: Net gaming $ 678,800 $ 615,870 $ 62,930 10.2 % Amusement 11,075 11,425 (350) (3.1) % Manufacturing 1,808 5,621 (3,813) (67.8) % ATM fees and other 28,000 26,905 1,095 4.1 % Total net revenues 719,683 659,821 59,862 9.1 % Operating expenses: Cost of revenue (exclusive of depreciation and amortization expense shown below) 494,236 451,230 43,006 9.5 % Cost of manufacturing goods sold (exclusive of depreciation and amortization expense shown below) 904 2,962 (2,058) (69.5) % General and administrative 117,604 107,882 9,722 9.0 % Depreciation and amortization of property and equipment 27,689 25,396 2,293 9.0 % Amortization of intangible assets and route and customer acquisition costs 13,613 12,612 1,001 7.9 % Other expenses, net 6,504 6,913 (409) (5.9) % Total operating expenses 660,550 606,995 53,555 8.8 % Operating income 59,133 52,826 6,307 11.9 % Interest expense, net 17,143 17,456 (313) (1.8) % Loss from unconsolidated affiliates 30 33 (3) (9.1) % Loss on change in fair value of contingent earnout shares 3,542 3,379 163 4.8 % Income before income tax expense 38,418 31,958 6,460 20.2 % Income tax expense 11,248 10,083 1,165 11.6 % Net income $ 27,170 $ 21,875 $ 5,295 24.2 % 33 Table of Contents Net revenues 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 $3.8 million, or 67.8%, due to lower equipment and software sales. Net revenues by state are presented below: (in thousands) Six Months Ended June 30, Increase / (Decrease) 2026 2025 Change ($) Change (%) Net revenues by state: Illinois $ 517,273 $ 478,913 $ 38,360 8.0 % Montana 81,330 81,243 87 0.1 % Nevada 60,984 54,695 6,289 11.5 % Louisiana 21,074 18,655 2,419 13.0 % Nebraska 23,605 15,111 8,494 56.2 % Georgia 13,279 9,139 4,140 45.3 % Other 2,138 2,065 73 3.5 % Total net revenues $ 719,683 $ 659,821 $ 59,862 9.1 % Cost of revenue 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. Cost of manufacturing goods sold 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. General and administrative 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. Depreciation and amortization of property and equipment 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. Amortization of intangible assets and route and customer acquisition costs 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. Other expenses, net 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. 34 Table of Contents Interest expense, net 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. Loss on change in fair value of contingent earnout shares 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. Income tax expense 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. Key Business Metrics We use statistical data and comparative information commonly used in the gaming industry to monitor the performance of the business, none of which are prepared in accordance with U.S. GAAP, and therefore should not be viewed as indicators of operational performance. Our management uses these key business metrics for financial planning, strategic planning and employee compensation decisions. The key business metrics include: •Number of locations; •Number of gaming terminals; and •Location hold-per-day We also periodically review and revise our key business metrics to reflect changes in our business. Number of locations The number of locations 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. Competitor conversions occur when a location chooses to change terminal operators. 35 Table of Contents The following table sets forth information with respect to our primary locations: As of June 30, Increase / (Decrease) 2026 2025 Change Change (%) Illinois 2,692 2,741 (49) (1.8) % Montana 626 616 10 1.6 % Nevada 548 355 193 54.4 % Louisiana 105 98 7 7.1 % Nebraska 298 275 23 8.4 % Georgia 407 342 65 19.0 % Total 4,676 4,427 249 5.6 % Number of gaming terminals 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. The following table sets forth information with respect to the number of gaming terminals in our primary locations: As of June 30, Increase / (Decrease) 2026 2025 Change Change (%) Illinois 15,540 15,670 (130) (0.8) % Montana 6,714 6,508 206 3.2 % Nevada 4,045 2,650 1,395 52.6 % Louisiana 792 626 166 26.5 % Nebraska 1,029 975 54 5.5 % Georgia 1,161 959 202 21.1 % Total 29,281 27,388 1,893 6.9 % Location hold-per-day Location hold-per-day is calculated by dividing net gaming revenue in the period by the average number of locations, which is then further divided by the number of operational days. We utilize this metric to compare market and location performance on a normalized basis. The percent change in location hold-per-day is the underlying metric we use to determine the change in same-store sales. 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: Three Months Ended June 30, Increase / (Decrease) 2026 2025 Change ($) Change (%) Illinois $ 992 $ 910 $ 82 9.0 % Montana 642 622 20 3.2 % Nevada 660 784 (124) (15.8) % Louisiana 1,145 994 151 15.2 % Nebraska 427 285 142 49.8 % Georgia 185 149 36 24.2 % 36 Table of Contents Six Months Ended June 30, Increase / (Decrease) 2026 2025 Change ($) Change (%) Illinois $ 973 $ 896 $ 77 8.6 % Montana 642 616 26 4.2 % Nevada 664 792 (128) (16.2) % Louisiana 1,105 978 127 13.0 % Nebraska 422 271 151 55.7 % Georgia 175 146 29 19.9 % Non-GAAP Financial Measure 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. Adjusted EBITDA is defined as net income plus: •Interest expense, net •Income tax expense •Depreciation and amortization of property and equipment •Amortization of intangible assets and route and customer acquisition costs •Stock-based compensation expense •Loss on change in fair value of contingent earnout shares •All other adjustments include: ◦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, iii) other non-recurring expenses, and beginning in 2026 iv) gain or loss on sale of fixed assets, which were previously presented in general and administrative expenses. Prior periods have not been recast to reflect this change. ◦Loss from unconsolidated affiliates ◦Emerging markets which reflects the results, on an Adjusted EBITDA basis, for non-core jurisdictions where our operations are developing •Markets are no longer considered emerging when we have installed or acquired at least 500 gaming terminals in the jurisdiction, or when 24 months have elapsed from the date we first install or acquire gaming terminals in the jurisdiction, whichever occurs first. •Prior to June 2025, Pennsylvania was considered an emerging market. •As of June 2025, we no longer have any emerging markets. 37 Table of Contents Adjusted EBITDA (in thousands, except %s) Three Months Ended June 30, Six Months Ended June 30, 2026 2025 2026 2025 Net income $ 12,507 $ 7,262 $ 27,170 $ 21,875 Adjustments: Interest expense, net 8,642 8,771 17,143 17,456 Income tax expense 5,872 5,090 11,248 10,083 Depreciation and amortization of property and equipment 13,827 13,095 27,689 25,396 Amortization of intangible assets and route and customer acquisition costs 6,823 6,322 13,613 12,612 Stock-based compensation expense 3,243 2,789 5,742 4,880 Loss on change in fair value of contingent earnout shares 5,018 5,734 3,542 3,379 All other adjustments (1) 2,992 4,117 6,534 7,013 Adjusted EBITDA $ 58,924 $ 53,180 $ 112,681 $ 102,694 (1)Loss on sale of fixed assets was $2.5 million and $3.2 million for 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 million for the three 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 the three and six months ended June 30, 2026, and 2025. 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, an increase 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. Liquidity and Capital Resources 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. Credit Agreement 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. The Credit Agreement establishes a: •$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 •$600.0 million term loan facility. The maturity date of the Credit Agreement is September 10, 2030. 38 Table of Contents 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. As of June 30, 2026, the weighted-average interest rate on our borrowings under the Credit Agreement was approximately 5.5%. We were in compliance with all debt covenants under the Credit Agreement as of June 30, 2026 and expect to remain in compliance for the next 12 months. Other Financing Activities From time to time, we may take advantage of favorable financing terms offered by vendors for purchases of property and equipment. Financed property and equipment totaled $4.2 million and $4.8 million as of June 30, 2026 and December 31, 2025, respectively, of which $1.7 million is recorded in accounts payable and other accrued expenses for both periods with the remaining $2.5 million and $3.1 million recorded in other long-term liabilities on the condensed consolidated balance sheets as of June 30, 2026, and December 31, 2025, respectively. Interest rate hedging instruments We manage our exposure to interest rate risk through the use of interest rate hedging instruments, which are derivative financial instruments. On January 12, 2022, we hedged the variability of the cash flows attributable to changes in the 1-month SOFR interest rates 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 expired in January 2026. On January 30, 2026, following the expiration of the caplets and to continue to hedge the variability of the cash flows attributable to the changes in the 1-month Term SOFR interest rate, we entered into an interest rate collar. The collar, which is designated as a cash flow hedge, establishes a cap interest rate of 4.00% and a floor interest rate of 2.9215%. The interest‑rate collar is structured so its notional amount and timing exactly match the term loan’s outstanding balance and scheduled principal payments. The interest rate collar matures in September 2029. We recognized an unrealized gain, net of taxes, on the change in fair value of the interest rate hedging instruments of $2.2 million both for the three and six months ended June 30, 2026. In comparison, we recognized an unrealized loss, net of taxes, of $0.8 million and $2.0 million for the three and six months ended June 30, 2025, respectively. We recognized interest income on the caplets of $0.4 million for the six months ended June 30, 2026, as the caplets expired in January of 2026. In comparison, we recognized interest income on the caplets of $1.8 million and $3.6 million for the three and six months ended June 30, 2025, respectively. These amounts are reflected in interest expense, net in the condensed consolidated statements of operations and other comprehensive income. As of June 30, 2026 there has been no realized gain or loss on the interest rate collar. Temporary equity In 2024, we acquired 85% of the ownership interests in both Toucan Gaming, LLC and LSM Gaming, LLC (herein referred to as “Toucan Gaming”), two Louisiana-based operators and owners of multiple licensed video poker establishments. Concurrent with the acquisition, we entered into a redemption agreement with the noncontrolling interest holder in the form of put and call options that would allow us to eventually own 100% of Toucan Gaming. The noncontrolling interest holder may exercise its put option after seven years, or if we have a change in control event. We may exercise our call option after ten years or upon termination of key employees of Toucan Gaming for cause. The redemption provisions are not currently considered probable. As these redemption features are not solely within our control, they cause the noncontrolling interests to be redeemable. As a result, we recorded the redeemable noncontrolling interest to temporary equity at its acquisition date fair value based on the proportionate share in net assets of Toucan Gaming, which is reported in the mezzanine section between total liabilities and 39 Table of Contents shareholders’ equity in the condensed consolidated balance sheets. These redeemable noncontrolling interests are subsequently recorded at carrying value, which is adjusted for the noncontrolling interests’ share of net income or loss. If the redemption criteria become probable, the redeemable noncontrolling interests are recorded at the greater of carrying value, which is adjusted for the noncontrolling interests’ share of net income or loss, or estimated redemption value at each reporting period. If the carrying value, after the income or loss attribution, is below the estimated redemption value at each reporting period, we will remeasure the redeemable noncontrolling interests to its redemption value at which point any measurement period adjustments are recorded to equity and a corresponding adjustment to earnings per share. Tax credit purchases On May 1, 2026, we purchased $18.2 million of 2025 production tax credits for a total cost of $16.9 million. We will use the purchased tax credits on our 2025 federal tax return to the extent allowable. Any excess credits that were not utilized on the 2025 federal tax return were carried back to tax years 2022-2024 and fully utilized. Cash Flows The following table summarizes net cash provided by or used in operating activities, investing activities and financing activities for the periods indicated and should be read in conjunction with our condensed consolidated financial statements and the notes thereto included in this filing: (in thousands, except %s) Six Months Ended June 30, Increase / (Decrease) 2026 2025 Change ($) Change (%) Net cash provided by operating activities $ 62,707 $ 64,557 $ (1,850) (2.9) % Net cash used in investing activities (47,206) (59,963) 12,757 21.3 % Net cash used in financing activities (56,616) (21,269) (35,347) (166.2) % Net cash provided by operating activities For the six months ended June 30, 2026, net cash provided by operating activities was $62.7 million, a decrease in cash provided of $1.9 million compared to the prior-year period due primarily to unfavorable working capital adjustments largely due to an increase in income tax receivables due to the previously mentioned purchase of production tax credits, partially offset by increases in operating income attributable to higher revenues. Net cash used in investing activities For the six months ended June 30, 2026, net cash used in investing activities was $47.2 million, a decrease in cash used of $12.8 million compared to the prior-year period. The decrease in cash used was primarily attributable to less cash used for the purchase of property, plant and equipment, and the absence of cash paid for an operating license in the prior year period, partially offset by increased cash used for business acquisitions. We anticipate our capital expenditures will be approximately $60-70 million in 2026. Net cash used in financing activities For the six months ended June 30, 2026, net cash used in financing activities was $56.6 million, an increase in cash used of $35.3 million compared to the prior-year period. The increase is primarily attributable to higher net repayments on debt. Critical Accounting Policies and Estimates In preparing our condensed consolidated financial statements, we applied the same critical accounting policies as described in our Annual Report on Form 10-K for the year ended December 31, 2025, that affect judgments and estimates of amounts recorded for certain assets, liabilities, revenues, and expenses. 40 Table of Contents Seasonality Our results of operations can fluctuate due to seasonal trends and other factors. For example, the gross revenue per machine per day is typically lower in the summer when players will typically spend less time indoors at our locations, and higher in cold weather between February and April, when players will typically spend more time indoors at our locations. Our horse racing operations only operate during the months where the weather is conducive to racing, which is typically from late spring through the early fall. Holidays, vacation seasons, and sporting events may also cause our results to fluctuate.
Market risk represents the risk of loss that may impact our financial position due to adverse changes in financial market prices and rates. Market risk exposure is primarily the result of fluctuations in interest rates. Interest rate risk We are exposed to interest rate risk in…
Market risk represents the risk of loss that may impact our financial position due to adverse changes in financial market prices and rates. Market risk exposure is primarily the result of fluctuations in interest rates. Interest rate risk We are exposed to interest rate risk in the ordinary course of business. Borrowings under our credit facility were $577.5 million as of June 30, 2026. If the underlying interest rates were to increase by 1.0%, or 100 basis points, the increase in interest expense on our floating rate debt could negatively impact future earnings and cash flows by approximately $5.8 million annually, assuming the balance outstanding under the credit facility remained at $577.5 million. In order to protect against higher interest rates in the future on our credit facility, 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 by entering into a 4-year series of 48 caplets on January 12, 2022, which expired in January 2026. The caplets protected our exposure when the 1-month SOFR interest rate exceeded 2%. On January 30, 2026, the Company continued to hedge the variability of the cash flows attributable to the changes in the 1-month Term SOFR interest rate by entering into an interest rate collar. The collar, which is designated as a cash flow hedge, establishes a cap interest rate of 4.00% and a floor interest rate of 2.9215%. The interest‑rate collar is structured so its notional amount and timing exactly match the term loan’s outstanding balance and scheduled principal payments. The interest rate collar matures in September 2029. Cash and cash equivalents are held in cash vaults, highly liquid checking and money market accounts, gaming terminals, redemption terminals, ATMs, and amusement equipment. As a result, these amounts are not materially affected by changes in interest rates.
Read original filing text →Information required by this Item is incorporated by reference to the discussion in Note 17, Commitments and Contingencies, of the condensed consolidated financial statements included in Part I, Item 1 of this Quarterly Report on Form 10-Q.
Information required by this Item is incorporated by reference to the discussion in Note 17, Commitments and Contingencies, of the condensed consolidated financial statements included in Part I, Item 1 of this Quarterly Report on Form 10-Q.
Read original filing text →An investment in our Class A-1 common stock involves a high degree of risk. You should carefully consider the risk factors described under Part I - Item 1A. “Risk Factors” in our Annual Report on Form 10-K for the year ended December 31, 2025 and our condensed consolidated finan…
An investment in our Class A-1 common stock involves a high degree of risk. You should carefully consider the risk factors described under Part I - Item 1A. “Risk Factors” in our Annual Report on Form 10-K for the year ended December 31, 2025 and our condensed consolidated financial statements and related notes contained in this Quarterly Report on Form 10-Q in analyzing an investment in our Class A-1 common stock. If any such risks occur, our business, financial condition, and results of operations would likely suffer, the trading price of our Class A-1 common stock would decline, and you could lose all or part of your investment. In addition, the risk factors and uncertainties could cause our actual results to differ materially from those projected in our forward-looking statements, whether made in this report or other documents we file with the SEC, or our annual report to stockholders, future press releases, or orally, whether in presentations, responses to questions, or otherwise. Additional risks and uncertainties not currently known to us or those we currently view to be immaterial may also materially adversely affect our business, financial condition, or results of operations. There have been no material changes in the risk factors described in Item 1A. “Risk Factors” in our Annual Report on Form 10-K for the year ended December 31, 2025.
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