Form 10-Q - Quarterly report [Sections 13 or 15(d)]

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 10-Q

☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended September 30, 2024

☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from _______ to ______

Commission File Number 001-38136

Accel Entertainment, Inc.

(Exact Name of Registrant as specified in its charter)


Delaware						98-1350261
(State or other jurisdiction of incorporation or organization)						(I.R.S. Employer Identification No.)

140 Tower Drive
Burr Ridge, Illinois 60527
(Address of principal executive offices) (Zip Code)

(630) 972-2235

(Registrant’s telephone number, including area code)

Securities registered pursuant to Section 12(b) of the Act:


Title of each class	Trading Symbols	Name of each exchange on which registered
Class A-1 Common Stock, par value $.0001 per share	ACEL	The New York Stock Exchange

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer

☐

Accelerated filer

☒

Non-accelerated filer

☐

Smaller reporting company

☐

Emerging growth company

☐

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

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes ☐ No ☒

As of October 28, 2024, there were 82,343,457 shares outstanding of the registrant’s Class A-1 Common Stock, par value $.0001 per share.

ACCEL ENTERTAINMENT, INC.

QUARTERLY REPORT ON FORM 10-Q

FOR THE QUARTER ENDED SEPTEMBER 30, 2024

TABLE OF CONTENTS


PART I.	FINANCIAL INFORMATION	1
ITEM 1.	FINANCIAL STATEMENTS	1
	Condensed Consolidated Statements of Operations and Comprehensive Income (Unaudited) for the three and nine months ended September 30, 2024 and 2023	1
	Condensed Consolidated Balance Sheets (Unaudited) as of September 30, 2024 and December 31, 2023	2
	Condensed Consolidated Statements of Stockholders’ Equity (Unaudited) for the three and nine months ended September 30, 2024 and 2023	3
	Condensed Consolidated Statements of Cash Flows (Unaudited) for the nine months ended September 30, 2024 and 2023	5
	Notes to the Condensed Consolidated Financial Statements (Unaudited)	7
ITEM 2.	MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS	24
ITEM 3.	QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK	37
ITEM 4.	CONTROLS AND PROCEDURES	38

PART II.	OTHER INFORMATION	39
ITEM 1.	LEGAL PROCEEDINGS	39
ITEM 1A.	RISK FACTORS	39
ITEM 2.	UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS	39
ITEM 3.	DEFAULTS UPON SENIOR SECURITIES	40
ITEM 4.	MINE SAFETY DISCLOSURES	40
ITEM 5.	OTHER INFORMATION	40
ITEM 6.	EXHIBITS	41

SIGNATURES		42

Table of Contents

PART I. FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS.

ACCEL ENTERTAINMENT, INC.

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME

(Unaudited)


(In thousands, except per share amounts)	Three Months Ended September 30,				Nine Months Ended September 30,
	2024		2023		2024		2023
Net revenues:
Net gaming	$	289,923	$	274,123	$	871,300	$	831,054
Amusement	5,104		5,411		16,772		17,839
Manufacturing	1,705		3,334		9,122		9,886
ATM fees and other	5,495		4,629		16,263		14,573
Total net revenues	302,227		287,497		913,457		873,352
Operating expenses:
Cost of revenue (exclusive of depreciation and amortization expense shown below)	210,841		198,743		633,325		604,603
Cost of manufacturing goods sold (exclusive of depreciation and amortization expense shown below)	962		2,065		5,283		5,627
General and administrative	47,930		45,183		142,105		132,421
Depreciation and amortization of property and equipment	11,001		9,405		32,229		27,914
Amortization of intangible assets and route and customer acquisition costs	5,781		5,299		16,808		15,825
Other expenses, net	3,867		1,682		13,620		5,006
Total operating expenses	280,382		262,377		843,370		791,396
Operating income	21,845		25,120		70,087		81,956
Interest expense, net	9,164		8,415		26,730		24,546
Loss from unconsolidated affiliates	1		—		1		—
Loss on change in fair value of contingent earnout shares	4,216		1,625		4,190		11,063

Income before income tax expense	8,464		15,080		39,166		46,347
Income tax expense	3,569		4,630		12,269		16,732
Net income	$	4,895	$	10,450	$	26,897	$	29,615
Earnings per common share:
Basic	$	0.06	$	0.12	$	0.32	$	0.34
Diluted	0.06		0.12		0.32		0.34
Weighted average number of common shares outstanding:
Basic	82,952		85,865		83,718		86,305
Diluted	84,322		87,114		84,890		87,022

Comprehensive income
Net income	$	4,895	$	10,450	$	26,897	$	29,615

Unrealized (loss) gain on interest rate caplets (net of income tax (benefit) expense of $(1,526), $37, $(1,524), and $(3) respectively)	(4,075)		97		(4,071)		(7)
Comprehensive income	$	820	$	10,547	$	22,826	$	29,608

The accompanying notes are an integral part of these condensed consolidated financial statements

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ACCEL ENTERTAINMENT, INC.

CONDENSED CONSOLIDATED BALANCE SHEETS

(Unaudited)


(In thousands, except par value and share amounts)	September 30,		December 31,
	2024		2023
Assets
Current assets:
Cash and cash equivalents	$	265,085	$	261,611
Accounts receivable, net	7,830		13,467
Prepaid expenses	8,168		6,287
Inventories	9,090		7,681

Interest rate caplets	5,510		8,140

Deposits	18,293		6,555
Other current assets	9,347		8,853
Total current assets	323,323		312,594
Property and equipment, net	281,917		260,813
Noncurrent assets:
Route and customer acquisition costs, net	23,725		19,188
Location contracts acquired, net	176,793		176,311
Goodwill	102,151		101,554
Other intangible assets, net	18,715		20,542
Interest rate caplets, net of current	1,176		4,871

Other assets	22,406		17,020
Total noncurrent assets	344,966		339,486
Total assets	$	950,206	$	912,893
Liabilities and Stockholders’ Equity
Current liabilities:
Current maturities of debt	$	28,490	$	28,483

Current portion of route and customer acquisition costs payable	2,122		1,505
Accrued location gaming expense	8,921		9,350
Accrued state gaming expense	30,503		18,364
Accounts payable and other accrued expenses	36,462		36,012
Accrued compensation and related expenses	10,108		12,648
Current portion of consideration payable	2,766		3,288
Total current liabilities	119,372		109,650
Long-term liabilities:
Debt, net of current maturities	525,572		514,091
Route and customer acquisition costs payable, less current portion	7,306		4,955
Consideration payable, less current portion	10,882		4,201
Contingent earnout share liability	36,017		31,827
Other long-term liabilities	6,188		7,015
Deferred income tax liability, net	38,150		42,750
Total long-term liabilities	624,115		604,839
Stockholders’ equity:
Preferred Stock, par value of $0.0001; 1,000,000 shares authorized; 0 shares issued and outstanding at September 30, 2024 and December 31, 2023	—		—
Class A-1 Common Stock, par value $0.0001; 250,000,000 shares authorized; 95,409,648 shares issued and 82,430,205 shares outstanding at September 30, 2024; 95,016,960 shares issued and 84,123,385 shares outstanding at December 31, 2023	8		8

Additional paid-in capital	210,225		203,046
Treasury stock, at cost	(133,760)		(112,070)
Accumulated other comprehensive income	3,865		7,936
Accumulated earnings	126,381		99,484
Total stockholders' equity	206,719		198,404
Total liabilities and stockholders' equity	$	950,206	$	912,893

The accompanying notes are an integral part of these condensed consolidated financial statements

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ACCEL ENTERTAINMENT, INC.

CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY

(Unaudited)


(In thousands, except shares)									Accumulated
	Class A-1			Additional		Treasury			Other				Total
	Common Stock			Paid-In		Stock			Comprehensive		Accumulated		Stockholders’
	Shares	Amount		Capital		Shares	Amount		Income		Earnings		Equity
Balance, January 1, 2024	84,123,385	$	8	$	203,046	(10,893,575)	$	(112,070)	$	7,936	$	99,484	$	198,404
Repurchase of common stock	(594,817)	—		—		(594,817)	(6,182)		—		—		(6,182)
Stock-based compensation	—	—		2,350		—	—		—		—		2,350
Exercise of stock-based awards, net of shares withheld	249,700	—		(940)		—	—		—		—		(940)
Unrealized gain on interest rate caplets, net of taxes	—	—		—		—	—		1,081		—		1,081
Net income	—	—		—		—	—		—		7,416		7,416
Balance, March 31, 2024	83,778,268	8		204,456		(11,488,392)	(118,252)		9,017		$	106,900	202,129
Repurchase of common stock	(905,932)	—		—		(905,932)	(9,293)		—		—		(9,293)
Stock-based compensation	—	—		3,235		—	—		—		—		3,235
Exercise of stock-based awards, net of shares withheld	85,817	—		(492)		—	—		—		—		(492)
Unrealized loss on interest rate caplets, net of taxes	—	—		—		—	—		(1,077)		—		(1,077)
Net income	—	—		—		—	—		—		14,586		14,586
Balance, June 30, 2024	82,958,153	8		207,199		(12,394,324)	(127,545)		7,940		121,486		209,088
Repurchase of common stock	(585,119)	—		—		(585,119)	(6,215)		—		—		(6,215)
Stock-based compensation	—	—		3,342		—	—		—		—		3,342
Exercise of stock-based awards, net of shares withheld	57,171	—		(316)		—	—		—		—		(316)
Unrealized loss on interest rate caplets, net of taxes	—	—		—		—	—		(4,075)		—		(4,075)
Net income	—	—		—		—	—		—		4,895		4,895
Balance, September 30, 2024	82,430,205	$	8	$	210,225	(12,979,443)	$	(133,760)	$	3,865	$	126,381	$	206,719

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ACCEL ENTERTAINMENT, INC.

CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY- (Continued)

(Unaudited)


(In thousands, except shares)									Accumulated
	Class A-1			Additional		Treasury			Other				Total
	Common Stock			Paid-In		Stock			Comprehensive		Accumulated		Stockholders’
	Shares	Amount		Capital		Shares	Amount		Income		Earnings		Equity
Balance, January 1, 2023	86,674,390	$	9	$	194,157	(7,829,661)	$	(81,697)	$	12,240	$	53,881	$	178,590
Repurchase of common stock	(476,718)	—		—		(476,718)	(4,206)		—		—		(4,206)
Stock-based compensation	—	—		1,688		—	—		—		—		1,688
Exercise of stock-based awards, net of shares withheld	247,153	—		(602)		—	—		—		—		(602)
Unrealized loss on interest rate caplets, net of taxes	—	—		—		—	—		(2,166)		—		(2,166)
Net income	—	—		—		—	—		—		9,182		9,182
Balance, March 31, 2023	86,444,825	9		195,243		(8,306,379)	(85,903)		10,074		63,063		182,486
Repurchase of common stock	(887,174)	—		—		(887,174)	(8,230)		—		—		(8,230)
Stock-based compensation	—	—		2,567		—	—		—		—		2,567
Exercise of stock-based awards, net of shares withheld	48,074	—		(120)		—	—		—		—		(120)
Unrealized gain on interest rate caplets, net of taxes	—	—		—		—	—		2,062		—		2,062
Net income	—	—		—		—	—		—		9,983		9,983
Balance, June 30, 2023	85,605,725	9		197,690		(9,193,553)	(94,133)		12,136		73,046		188,748
Repurchase of common stock	(301,199)	—		—		(301,199)	(3,376)		—		—		(3,376)
Stock-based compensation	—	—		2,718		—	—		—		—		2,718
Exercise of stock-based awards	85,363	—		137		—	—		—		—		137
Unrealized gain on interest rate caplets, net of taxes	—	—		—		—	—		97		—		97
Net income	—	—		—		—	—		—		10,450		10,450
Balance, September 30, 2023	85,389,889	$	9	$	200,545	(9,494,752)	$	(97,509)	$	12,233	$	83,496	$	198,774

The accompanying notes are an integral part of these condensed consolidated financial statements

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ACCEL ENTERTAINMENT, INC. CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited)
(In thousands)	Nine Months Ended September 30,
	2024		2023
Cash flows from operating activities:
Net income	$	26,897	$	29,615
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization of property and equipment	32,229		27,914
Amortization of intangible assets and route and customer acquisition costs	16,808		15,825
Amortization of debt issuance costs	1,348		1,349
Loss on change in fair value of contingent earnout shares	4,190		11,063

Stock-based compensation	8,927		6,973
Loss on disposal of property and equipment	618		94
Net loss on write-off of route and customer acquisition costs and route and customer acquisition costs payable	947		784

Remeasurement of contingent consideration	5,764		178
Payments on consideration payable	(2,091)		(2,123)
Accretion of interest on route and customer acquisition costs payable, contingent consideration, and contingent stock consideration	1,131		1,141
Deferred income taxes	(3,076)		9,047
Changes in operating assets and liabilities:
Prepaid expenses, deposits and other current assets	(2,608)		(1,183)
Accounts receivable, net	5,637		(2,196)
Inventories	(1,409)		167
Route and customer acquisition costs	(7,155)		(2,762)
Route and customer acquisition costs payable	2,661		(449)
Accounts payable and accrued expenses	15,830		1,783
Accrued compensation and related expenses	(2,540)		(1,415)
Other assets	3,557		(3,798)
Net cash provided by operating activities	107,665		92,007
Cash flows from investing activities:
Purchases of property and equipment	(55,088)		(60,218)
Proceeds from the sale of property and equipment	689		1,464

Proceeds from the settlement of convertible notes	—		32,065
Deposits against a portion of the purchase price on a pending business acquisition	(11,763)		(4,600)
Investment in unconsolidated affiliate	(5,000)		—
Loss from unconsolidated affiliates	1		—
Business and asset acquisitions, net of cash acquired	(19,063)		(4,115)
Net cash used in investing activities	(90,224)		(35,404)
Cash flows from financing activities:
Proceeds from debt	49,500		123,000
Payments on debt	(38,625)		(152,875)
Payments for debt issuance costs	—		(300)
Payments for repurchase of common stock	(21,475)		(15,655)
Payments on interest rate caplets	(736)		(723)
Proceeds from exercise of stock-based awards	68		208
Payments on finance leases	(164)		—
Payments on consideration payable	(439)		(3,022)
Tax withholding on stock-based payments	(2,096)		(961)
Net cash used in financing activities	(13,967)		(50,328)
Net increase in cash and cash equivalents	3,474		6,275
Cash and cash equivalents:
Beginning of period	261,611		224,113
End of period	$	265,085	$	230,388

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ACCEL ENTERTAINMENT, INC. CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS - (Continued) (Unaudited)
(In thousands)	Nine Months Ended September 30,
	2024		2023
Supplemental disclosures of cash flow information:
Cash payments for:
Interest, net	$	24,545	$	22,586
Income taxes	$	14,840	$	7,575
Supplemental schedules of noncash investing and financing activities:
Purchases of property and equipment in accounts payable and accrued liabilities	$	10,655	$	11,655
Deferred premium on interest rate caplets	$	1,323	$	2,302


Acquisition of businesses and assets:
Total identifiable net assets acquired	$	21,164	$	4,115

Less consideration payable	(2,101)		—

Cash purchase price	$	19,063	$	4,115

The accompanying notes are an integral part of these condensed consolidated financial statements

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ACCEL ENTERTAINMENT, INC.

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)

Note 1. Description of Business

Accel Entertainment, Inc. (and together with its subsidiaries, the “Company” or “Accel”) is a leading distributed gaming operator in the United States (“U.S.”). The Company has operations in Illinois, Montana, Nevada, Nebraska, Georgia, Iowa, and Pennsylvania. The Company is subject to the various gaming regulations in the states in which it operates, as well as various other federal, state and local laws and regulations.

The Company’s business primarily consists of the installation, maintenance, operation and servicing of gaming terminals and related equipment, redemption devices that disburse winnings and contain automated teller machine (“ATM”) functionality, and amusement devices in authorized non-casino locations such as bars, restaurants, convenience stores, truck stops, and fraternal and veteran establishments across the country. The Company also operates stand-alone ATMs in gaming and non-gaming locations.

Note 2. Summary of Significant Accounting Policies

Basis of presentation and preparation: The condensed consolidated financial statements and accompanying notes were prepared in conformity with U.S. generally accepted accounting principles (“GAAP”) and the rules and regulations of the Securities and Exchange Commission (“SEC”). The condensed consolidated financial statements include the accounts of the Company and of its wholly-owned subsidiaries. All significant intercompany balances and transactions have been eliminated in consolidation. In the opinion of management, the condensed consolidated financial statements include all recurring adjustments and normal accruals necessary for a fair presentation of the Company’s financial position, results of operations and cash flows for the dates and periods presented. These condensed consolidated financial statements should be read in conjunction with the consolidated financial statements and the related notes thereto included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2023 (the “Form 10-K”). In preparing our condensed consolidated financial statements, we applied the same significant accounting policies as described in Note 2 to the consolidated financial statements in the Form 10-K. Any significant changes to those accounting policies are discussed below. Interim results are not necessarily indicative of results for a full year.

Use of estimates: The preparation of the condensed consolidated financial statements requires management to make estimates and assumptions that affect (i) the reported amounts of assets and liabilities, (ii) disclosure of contingent assets and liabilities at the date of the condensed consolidated financial statements and (iii) the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. Estimates used by the Company include, among other things, the useful lives for depreciable and amortizable assets, income tax provisions, the evaluation of the future realization of deferred tax assets, projected cash flows in assessing the initial valuation of intangible assets in conjunction with business acquisitions, the selection of useful lives for depreciable and amortizable assets in conjunction with business acquisitions, the valuation of level 3 investments, the valuation of contingent earnout shares and warrants, the valuation of interest rate caplets, contingencies, and the expected term of share-based compensation awards and stock price volatility when computing stock-based compensation expense. Actual results may differ from those estimates.

Segment information: The Company operates as a single reportable segment. The Company’s chief operating decision maker (“CODM”) is the chief executive officer, who has ultimate responsibility for the operating performance of the Company and the allocation of its resources. The CODM assesses the Company’s performance and allocates resources based on consolidated results, and this is the only discrete financial information that is regularly reviewed by the CODM.

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Accel Entertainment, Inc. and Subsidiaries

Notes to Condensed Consolidated Financial Statements — (Continued)

Equity method investments: Investments in unconsolidated affiliates, which do not meet the controlling financial interest consolidation criteria of the authoritative accounting guidance for voting interest or variable interest entities, are accounted for under the equity method. The Company records its share of net income or loss from equity method investments within (Income) loss from unconsolidated affiliates in the condensed consolidated statements of operations and comprehensive income based on the most recently available financials after a lag of one quarter. The Company also adjusts the carrying value of its investments in unconsolidated affiliates based on its share of net income or loss from equity method investments.

On June 17, 2024, the Company invested $5.0 million in HBC Gaming LLC (“HBC”), in exchange for a 5% equity interest. HBC is a local entertainment company based in Hampton, New Hampshire that specializes in providing a variety of gaming services to its customers. The Company’s 5% investment qualifies for equity method accounting. The Company recorded its initial investment of $5.0 million within other assets on the condensed consolidated balance sheets. The Company also has obligations to fund additional equity investments in the event certain construction and development milestones are met in an amount up to 10% ownership of HBC, on an undiluted basis, at an additional cost of up to $6.5 million.

The Company recorded a loss from unconsolidated affiliates of less than $0.1 million for both the three and nine months ended September 30, 2024.

Revenue recognition: The Company generates revenues from the following types of services: gaming terminals, amusements, and ATMs. The Company also generates manufacturing revenue from the sale of gaming terminals and associated software. Revenue is disaggregated by type of revenue and is presented on the face of the condensed consolidated statements of operations and comprehensive income.

Total net revenues for the three and nine months ended September 30, 2024 and 2023 are further disaggregated by the primary states in which the Company operates.


(in thousands)	Three Months Ended September 30,				Nine Months Ended September 30,
	2024		2023			2024		2023
Net revenues by state:
Illinois	$	223,338	$	212,113		$	675,294	$	647,903
Montana	39,648		39,362			120,372		115,088
Nevada	28,350		28,003			86,881		87,833
Nebraska	6,538		4,802			18,621		13,213
Other	4,353		3,217			12,289		9,315
Total net revenues	$	302,227	$	287,497		$	913,457	$	873,352

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Accel Entertainment, Inc. and Subsidiaries

Notes to Condensed Consolidated Financial Statements — (Continued)

Recent accounting pronouncements: On November 27, 2023, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures, which requires public entities to disclose information about their reportable segments’ significant expenses regularly provided to the CODM. The amendments in this ASU enhance interim disclosure requirements, clarify circumstances in which an entity can disclose multiple segment measures of profit or loss, provide new segment disclosure requirements for entities with a single reportable segment, and contain other disclosure requirements. The ASU is effective for fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024. Entities must adopt the changes to the segment reporting guidance on a retrospective basis. The Company is currently evaluating the potential effect that this ASU will have on its financial statement disclosures.

On December 14, 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures. The ASU requires disaggregated information about a reporting entity’s effective tax rate reconciliation as well as information on income taxes paid disaggregated by jurisdiction. The new requirements will be effective for annual periods beginning after December 15, 2024, and will be applied on a prospective basis with the option to apply the standard retrospectively. The Company is currently evaluating the potential effect that this ASU will have on its financial statement disclosures.

Other recently issued accounting standards or pronouncements have been excluded because they are either not relevant to the Company, or are not expected to have, or did not have, a material effect on its condensed consolidated financial statements.

Note 3. Inventories

Inventories consist of the following as of September 30, 2024 and December 31, 2023 (in thousands):


	September 30, 2024		December 31, 2023
Raw materials and manufacturing supplies	$	7,394	$	5,693
Finished products	1,696		1,988
Total inventories	$	9,090	$	7,681

As of September 30, 2024 and December 31, 2023, no inventory valuation allowance was determined to be necessary.

Note 4. Investment in Convertible Notes

On May 31, 2023, the Company and Gold Rush Amusements, Inc. (“Gold Rush”), another terminal operator in Illinois, entered into a settlement agreement which resolved any and all lawsuits and all outstanding obligations under the Company’s investment in Gold Rush’s convertible notes. As part of the settlement, the Company received $32.5 million from Gold Rush in June 2023, which included the repayment of the face value of the convertible notes plus accrued interest as well as a $0.4 million prepayment on future amounts due. In addition, the Company has a receivable from Gold Rush of $1.4 million as of September 30, 2024, which represents the present value of the remaining $1.5 million due from Gold Rush by May 2025, and is presented within other current assets in the condensed consolidated balance sheets. The Company also recorded a gain of $1.7 million in the second quarter of 2023, which is included in other expenses, net on the condensed consolidated statements of operations and comprehensive income for the nine months ended September 30, 2023.

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Accel Entertainment, Inc. and Subsidiaries

Notes to Condensed Consolidated Financial Statements — (Continued)

Note 5. Property and Equipment

Property and equipment consist of the following as of September 30, 2024, and December 31, 2023 (in thousands):


	September 30, 2024		December 31, 2023
Gaming terminals, software and equipment	$	401,916	$	361,662
Amusement, ATM and other equipment	28,788		27,182
Office equipment and furniture	3,868		3,385
Computer equipment and software	21,831		20,592
Leasehold improvements	9,939		8,281
Vehicles	21,945		19,862
Buildings and improvements	17,104		14,047
Land	2,998		2,469
Construction in progress	1,683		5,480
Total property and equipment	510,072		462,960
Less accumulated depreciation and amortization	(228,155)		(202,147)
Total property and equipment, net	$	281,917	$	260,813

Depreciation and amortization of property and equipment was $11.0 million and $32.2 million for the three and nine months ended September 30, 2024, respectively. In comparison, depreciation and amortization of property and equipment was $9.4 million and $27.9 million for the three and nine months ended September 30, 2023, respectively.

Note 6. Route and Customer Acquisition Costs

The Company enters into contracts with third parties and its gaming locations to install and operate gaming terminals. Payments are due when gaming operations commence and then on a periodic basis for a specified period of time thereafter. Gross payments due, based on the number of live locations, were approximately $11.4 million and $7.4 million as of September 30, 2024 and December 31, 2023, respectively. Payments are due over varying terms of the individual agreements and are discounted at the Company’s incremental borrowing rate associated with its long-term debt at the time the contract is acquired. The net present value of payments due was $9.4 million and $6.5 million as of September 30, 2024 and December 31, 2023, respectively, of which approximately $2.1 million and $1.5 million was included in current liabilities in the accompanying condensed consolidated balance sheets as of September 30, 2024 and December 31, 2023, respectively. The route and customer acquisition cost asset was comprised of upfront payments made on the contracts of $22.2 million and $20.0 million as of September 30, 2024 and December 31, 2023, respectively. The Company has upfront payments of commissions paid to the third parties for the acquisition of the customer contracts that are subject to a clawback provision if the customer cancels the contract prior to completion. The payments subject to a clawback were $1.4 million and $1.0 million as of September 30, 2024 and December 31, 2023, respectively.

Route and customer acquisition costs consisted of the following as of September 30, 2024 and December 31, 2023 (in thousands):


	September 30, 2024		December 31, 2023
Cost	$	39,263	$	33,855
Accumulated amortization	(15,538)		(14,667)
Route and customer acquisition costs, net	$	23,725	$	19,188

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Accel Entertainment, Inc. and Subsidiaries

Notes to Condensed Consolidated Financial Statements — (Continued)

Amortization expense of route and customer acquisition costs was $0.6 million and $1.7 million for the three and nine months ended September 30, 2024, respectively. In comparison, amortization expense of route and customer acquisition costs was $0.4 million and $1.2 million for the three and nine months ended September 30, 2023, respectively.

Note 7. Location Contracts Acquired

Location contract assets acquired in business acquisitions are recorded at acquisition at fair value based on an income approach. Location contracts acquired consisted of the following as of September 30, 2024 and December 31, 2023 (in thousands):


	September 30, 2024		December 31, 2023
Cost	$	300,520	$	286,728
Accumulated amortization	(123,727)		(110,417)
Location contracts acquired, net	$	176,793	$	176,311

Amortization expense of location contracts acquired was $4.6 million and $13.3 million for the three and nine months ended September 30, 2024, respectively. In comparison, amortization expense of location contracts acquired was $4.3 million and $12.8 million for the three and nine months ended September 30, 2023, respectively.

Note 8. Goodwill and Other Intangible Assets

The Company acquired various companies which were accounted for as a business combination using the acquisition method of accounting in accordance with Accounting Standards Codification (“ASC”) Topic 805, Business Combinations (“Topic 805”). The total excess of the purchase price over the tangible and intangible assets acquired and liabilities assumed was recorded as goodwill of $102.2 million and $101.6 million as of September 30, 2024 and December 31, 2023, respectively, of which $36.8 million was deductible for tax purposes as of September 30, 2024.

On June 26, 2024, the Company acquired BRM Services, Inc. (“Jorgenson’s Lounge”), a hospitality location in Helena, Montana, for a total purchase price of $1.1 million, of which $0.3 million was recorded as goodwill.

On September 19, 2024, the Company completed its acquisition of 24th Street Station Casino (“24th Street Station”), a hospitality location in Billings, Montana, for a total purchase price of $0.8 million, of which $0.1 million was recorded as goodwill.

On September 19, 2024, the Company completed its acquisition of Lucky 7’s Beverages, LLC (“Lucky 7s”), a hospitality location in Billings, Montana, for a total purchase price of $0.8 million, of which $0.1 million was recorded as goodwill.

For the full allocation of the purchase price for these acquisitions, see Note 10.

The following is a roll forward of the Company's goodwill (in thousands):


Goodwill balance as of January 1, 2024	$	101,554
Addition to goodwill for acquisition of Jorgenson’s Lounge	306



Addition to goodwill for acquisition of 24th Street Station	146
Addition to goodwill for acquisition of Lucky 7s	145
Goodwill balance as of September 30, 2024	$	102,151

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Accel Entertainment, Inc. and Subsidiaries

Notes to Condensed Consolidated Financial Statements — (Continued)

Other intangible assets

Other intangible assets consist of definite-lived trade names, customer relationships, and software applications. The Company determines the fair value of trade name assets acquired in acquisitions using a relief from royalty valuation method which requires assumptions such as projected revenue and a royalty rate. Other intangible assets are amortized over their estimated 7 to 20-year useful lives.

Other intangible assets consist of the following as of September 30, 2024 and December 31, 2023 (in thousands):


		September 30, 2024						December 31, 2023
	Amortization Period	Gross Carrying Amount		Accumulated Amortization		Net Carrying Amount		Gross Carrying Amount		Accumulated Amortization		Net Carrying Amount

Customer Relationships	7 years	$	6,800	$	(2,267)	$	4,533	$	6,800	$	(1,538)	$	5,262
Software Applications	8 years	7,800		(2,275)		5,525		7,800		(1,544)		6,256
Trade Names	20 years	9,800		(1,143)		8,657		9,800		(776)		9,024
		$	24,400	$	(5,685)	$	18,715	$	24,400	$	(3,858)	$	20,542

Amortization expense of other intangible assets was $0.6 million and $1.8 million for both the three and nine months ended September 30, 2024, and September 30, 2023, respectively.

Indefinite-lived intangible assets

The Company also has indefinite-lived intangible assets related to operating licenses totaling $5.7 million and $2.8 million as of September 30, 2024 and December 31, 2023, respectively, which are recorded within other assets on the condensed consolidated balance sheets.

Note 9. Debt

The Company’s debt as of September 30, 2024 and December 31, 2023, consisted of the following (in thousands):


	September 30, 2024		December 31, 2023
Senior Secured Credit Facility:
Revolving credit facility	$	77,500	$	46,000
Term Loan	297,500		310,625
Delayed Draw Term Loan	181,250		188,750
Total borrowings	556,250		545,375
Add: Remaining premium on interest rate caplets financed as debt	1,323		2,059
Less: Debt issuance costs	(3,511)		(4,860)
Total debt, net of debt issuance costs	554,062		542,574
Less: Current maturities	(28,490)		(28,483)
Total debt, net of current maturities	$	525,572	$	514,091

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Accel Entertainment, Inc. and Subsidiaries

Notes to Condensed Consolidated Financial Statements — (Continued)

As of September 30, 2024, the weighted-average interest rate on the Company’s borrowings was approximately 7.6%.

During October 2024, the Company borrowed an additional $119.0 million on the Delayed Draw Term Loan (“DDTL”) under the existing credit agreement, as amended, of which $77.5 million was used to pay down the revolving credit facility under the credit agreement, as amended, $35.0 million is anticipated to be used for a pending business acquisition and the remaining $6.5 million was used for general business operations. The Company’s ability to borrow on the DDTL ended on October 22, 2024.

Interest rate caplets

The Company manages its exposure to some of its interest rate risk through the use of interest rate caplets, which are derivative financial instruments. On January 12, 2022, the Company hedged the variability of the cash flows attributable to changes in the 1-month LIBOR/SOFR interest rates on the first $300 million of the term loan under the Company’s existing credit agreement, as amended, by entering into a 4-year series of 48 deferred premium caplets (“caplets”)

The Company recognized an unrealized loss, net of taxes, on the change in fair value of the caplets of $4.1 million for both the three and nine months ended September 30, 2024. In comparison, the Company recognized an unrealized gain of $0.1 million and an unrealized loss of less than $0.1 million, both net of taxes, for the three and nine months ended September 30, 2023, respectively. For more information on how the Company determines the fair value of the caplets, see Note 12. The Company also recognized interest income on the caplets of $2.6 million and $7.7 million for the three and nine months ended September 30, 2024, respectively. In comparison, the Company recognized interest income on the caplets of $2.5 million and $6.7 million for the three and nine months ended September 30, 2023, respectively. These amounts are reflected in interest expense, net in the condensed consolidated statements of operations and other comprehensive income.

Note 10. Business Acquisitions

2024 Business Acquisitions

24th Street Station

On September 19, 2024, the Company completed its acquisition of 24th Street Station for a total purchase price of $0.8 million, which the Company paid in cash at closing. The acquisition was accounted for as a business combination in accordance with Topic 805. The purchase price was allocated to the following assets: i) indefinite-lived intangible assets totaling $0.7 million, and ii) goodwill totaling $0.1 million. The results of operations for the 24th Street Station are included in the condensed consolidated financial statements of the Company from the date of acquisition and were not material.

Lucky 7s

On September 19, 2024, the Company completed its acquisition of Lucky 7s for a total purchase price of $0.8 million, which the Company paid in cash at closing. The acquisition was accounted for as a business combination in accordance with Topic 805. The purchase price was allocated to the following assets: i) indefinite-lived intangible assets totaling $0.7 million, and ii) goodwill totaling $0.1. The results of operations for Lucky 7s are included in the condensed consolidated financial statements of the Company from the date of acquisition and were not material.

Jorgenson’s Lounge

On June 26, 2024, the Company acquired Jorgenson’s Lounge for a total purchase price of $1.1 million, which the Company paid in cash at closing. The acquisition was accounted for as a business combination in accordance with Topic 805. The purchase price was allocated to the following assets: i) indefinite-lived intangible assets totaling $0.8 million, and ii) goodwill totaling $0.3 million. The results of operations Jorgenson’s Lounge are included in the condensed consolidated financial statements of the Company from the date of acquisition and were not material.

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Accel Entertainment, Inc. and Subsidiaries

Notes to Condensed Consolidated Financial Statements — (Continued)

Illinois Gaming Entertainment

On May 1, 2024, the Company acquired certain assets of Illinois Gaming Entertainment LLC (“IGE”), an Illinois-based terminal operator. The Company acquired 16 operational locations, as well as gaming equipment. The acquisition was accounted for as an asset acquisition in accordance with Topic 805. The aggregate purchase consideration transferred totaled $13.5 million, which included i) $11.4 million in cash at closing and ii) contingent purchase consideration with an estimated fair value of $2.1 million. The contingent purchase consideration represents three installments of $0.6 million which are due on the first, second and third anniversary of the acquisition with $0.7 million due on the fourth anniversary of the acquisition. All payments are subject to the acquired locations still being in operation on the respective anniversary dates. The present value of the consideration payable was $2.2 million as of September 30, 2024 and is recorded in consideration payable on the condensed consolidated balance sheets. The aggregate purchase consideration of $13.5 million was allocated to the following assets: i) location contracts totaling $11.6 million, ii) gaming equipment totaling $1.6 million, and iii) redemption equipment totaling $0.3 million. The results of operations for IGE are included in the condensed consolidated financial statements of the Company from the date of acquisition and were not material.

Great Lakes Vending

On February 22, 2024, the Company acquired certain assets of Great Lakes Vending Corporation (“GLV”), an Illinois-based terminal operator. The Company acquired one operational location, as well as gaming and redemption terminal equipment. The acquisition was accounted for as an asset acquisition in accordance with Topic 805. The total purchase price was approximately $1.3 million, which the Company paid in cash at closing. The total purchase price of $1.3 million was allocated to the following assets: i) location contracts totaling $1.2 million and ii) gaming and redemption equipment totaling $0.1 million. The results of operations for GLV are included in the condensed consolidated financial statements of the Company from the date of acquisition and were not material.

Doc & Eddy’s

On January 10, 2024, the Company acquired Doc & Eddy’s West (“D&E”), a hospitality operation in Montana. The acquisition was accounted for as an asset acquisition in accordance with Topic 805. The total purchase price was approximately $2.3 million, which the Company paid in cash at closing, and was allocated to the following assets: i) buildings totaling $1.0 million, ii) indefinite long-lived assets totaling $0.9 million and iii) land totaling $0.4 million. The results of operations for D&E are included in the condensed consolidated financial statements of the Company from the date of acquisition and were not material.

Pending Business Acquisition

Louisiana acquisition

On April 11, 2023, the Company entered into an agreement to acquire a distributed gaming operator in the state of Louisiana with an option to acquire a second distributed gaming operator in the state of Louisiana. In connection therewith, the Company has paid $18.1 million through September 30, 2024, as an advance against a portion of the purchase price and is recorded within deposits on the condensed consolidated balance sheets. Furthermore, on August 10, 2023, the Company loaned the distributed gaming operator $0.3 million. Closing is expected in the fourth quarter of 2024.

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Accel Entertainment, Inc. and Subsidiaries

Notes to Condensed Consolidated Financial Statements — (Continued)

Fairmount

On July 12, 2024, the Company and Fairmount Holdings, Inc. (“Fairmount”) entered into an agreement for the Company to acquire Fairmount, the owner of the FanDuel Sportsbook & Horse Racing in Collinsville, Illinois, for total consideration of approximately $35 million (based on a 20-day trailing weighted average close price), payable to the sellers as 3.45 million shares of the Company’s Class A-1 common stock. The closing of the transaction is subject to customary closing conditions and customary approvals from the Illinois Racing Board and the Illinois Gaming Board (the “IGB”). Closing is expected in the fourth quarter of 2024.

2023 Business Acquisitions

Illinois Video Slot Management

On December 27, 2023, the Company acquired certain assets of Illinois Video Slot Management Corp. (“IVSM”), an Illinois-based terminal operator. The Company acquired a gaming location, as well as gaming equipment. The acquisition was accounted for as an asset acquisition in accordance with Topic 805. The total purchase price was approximately $1.0 million, of which the Company paid $0.7 million in cash at closing. The remaining $0.3 million of consideration is payable in three installments of $0.1 million which are due on the first, second and third anniversary of the acquisition assuming the location is still in operation. The total purchase price of $1.0 million was allocated to the following assets: i) a location contract totaling $0.9 million and ii) gaming equipment totaling $0.1 million. The results of operations for the IVSM acquisition are included in the condensed consolidated financial statements of the Company from the date of acquisition and were not material.

Illinois Gaming Entertainment

On May 23, 2023, the Company acquired four operational locations from IGE, as well as gaming equipment. The acquisition was accounted for as an asset acquisition in accordance with Topic 805. The total purchase price was approximately $1.5 million, which the Company paid in cash at closing. The total purchase price of $1.5 million was allocated to the following assets: i) location contracts totaling $1.1 million and ii) gaming equipment totaling $0.4 million.

On October 3, 2023, the Company acquired three additional operational locations from IGE, as well as gaming equipment. The acquisition was accounted for as an asset acquisition in accordance with Topic 805. The total purchase price was approximately $2.3 million, which the Company paid in cash at closing. The total purchase price of $2.3 million was allocated to the following assets: i) location contracts totaling $2.0 million and ii) gaming equipment totaling $0.3 million.

The results of operations for all IGE acquisitions are included in the condensed consolidated financial statements of the Company from the date of acquisition and were not material.

Rendezvous

On February 13, 2023, the Company acquired Rendezvous, a hospitality operation in Billings, Montana. The acquisition was accounted for as a business combination using the acquisition method of accounting in accordance with Topic 805. The total purchase price of $2.6 million was paid in cash at closing and was allocated to the following assets: i) indefinite-lived intangible assets totaling $0.8 million; ii) land totaling $0.5 million; iii) buildings totaling $0.4 million; iv) gaming equipment totaling $0.1 million, and v) goodwill totaling $0.8 million. The results of operations for Rendezvous are included in the condensed consolidated financial statements of the Company from the date of acquisition and were not material.

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Accel Entertainment, Inc. and Subsidiaries

Notes to Condensed Consolidated Financial Statements — (Continued)

Consideration Payable

The Company has a contingent consideration payable related to certain locations, as defined in each respective acquisition agreement, which are placed into operation during a specified period after the acquisition date. The fair value of contingent consideration is included in consideration payable on the condensed consolidated balance sheets as of September 30, 2024 and December 31, 2023. The contingent consideration accrued is measured at fair value on a recurring basis. The Company presents on its condensed consolidated statement of cash flows, payments for consideration payable within 90-days in investing activities, payments after 90-days and up to the acquisition date fair value in financing activities, and payments in excess of the acquisition date fair value in operating activities.

Current and long-term portions of consideration payable consist of the following as of September 30, 2024 and December 31, 2023 (in thousands):


	September 30, 2024				December 31, 2023
	Current		Long-Term		Current		Long-Term
TAV*	$	509	$	—	$	2,005	—
Fair Share Gaming*	863		4,887		504		92

Skyhigh*	562		4,241		528		3,941


IVSM	99		178		94		168
IGE	576		1,576		—		—

Tom's Amusements*	57		—		57		—


Island*	100		—		100		—


Total	$	2,766	$	10,882	$	3,288	$	4,201

* Acquisitions that occurred prior to 2023.

Note 11. Contingent Earnout Share Liability

Pursuant to the terms of the Company’s Amended and Restated Certificate of Incorporation, the Company authorized and has available for issuance 10,000,000 shares of Class A-2 common stock. The holders of the Class A-2 common stock do not have voting rights and are not entitled to receive or participate in any dividends or distributions when and if declared from time to time. The Company concluded that the Class A-2 common stock should be reflected as a contingent earnout share liability due to the fact that such shares are not entitled to dividends, voting rights, or a stake in the Company in the case of liquidation. The contingent earnout share liability is recorded at fair value. For more information on how the fair value is determined, see Note 12.

In 2019, 5,000,000 shares of Class A-2 common stock were issued, subject to the conditions set forth in a restricted stock agreement (the “Restricted Stock Agreement”), which sets forth the terms upon which the Class A-2 common stock will be exchanged for an equal number of validly issued, fully paid and non-assessable Class A-1 common stock. The exchange of Class A-2 common stock for Class A-1 common stock will be subject to the terms and conditions set forth in the Restricted Stock Agreement, with such exchanges occurring in three separate tranches upon the satisfaction of the specified triggers, based on the closing sale price of Class A-1 common stock exceeding certain prices over certain trading periods.

In 2020, the market condition for the settlement of Tranche I was satisfied. As a result, 1,666,636 shares of the 1,666,666 shares of Class A-2 common stock were converted into Class A-1 common stock.

The market conditions for the remaining two Tranches are as follows:

•Tranche II, equal to 1,666,667 shares of Class A-2 common stock, will be exchanged for Class A-1 common stock if the closing sale price of Class A-1 common stock on the New York Stock Exchange (“NYSE”) equals or exceeds $14.00 for at least twenty trading days in any consecutive thirty trading day period; and

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Accel Entertainment, Inc. and Subsidiaries

Notes to Condensed Consolidated Financial Statements — (Continued)

•Tranche III, equal to 1,666,667 shares of Class A-2 common stock, will be exchanged for Class A-1 common stock if the closing sale price of Class A-1 common stock on the NYSE equals or exceeds $16.00 for at least twenty trading days in any consecutive thirty trading day period.

Note 12. Fair Value Measurements

ASC Topic 820, Fair Value Measurements and Disclosures, establishes a framework for measuring fair value and the corresponding disclosure requirements around fair value measurements. This topic applies to all financial instruments that are being measured and reported on a fair value basis.

Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. In determining fair value, various methods, including market, income and cost approaches, are used. Based on these approaches, certain assumptions are utilized that the market participants would use in pricing the asset or liability, including assumptions about risk and/or the risks inherent in the inputs to the valuation technique. These inputs can be readily observable, market corroborated, or generally unobservable inputs. Valuation techniques are utilized that maximize the use of observable inputs and minimize the use of unobservable inputs. Based on the observability of the inputs used in the valuation techniques, it is required to provide information according to the fair value hierarchy. The fair value hierarchy ranks the quality and reliability of the information used to determine fair values. Assets and liabilities carried at fair value will be classified and disclosed in one of the following three categories:

Level 1: Valuations for assets and liabilities traded in active exchange markets, such as the NYSE. Level 1 also includes U.S. Treasury and federal agency securities and federal agency mortgage-backed securities, which are traded by dealers or brokers in active markets. Valuations are obtained from readily available pricing sources for market transactions involving identical assets or liabilities.

Level 2: Valuations for assets and liabilities traded in less active dealer or broker markets. Valuations are obtained from third-party pricing services for identical or similar assets or liabilities.

Level 3: Valuations for assets and liabilities that are derived from other valuation methodologies, including option pricing models, discounted cash flow models and similar techniques, and not based on market exchange, dealer, or broker traded transactions. Level 3 valuations incorporate certain assumptions and projections in determining the fair value assigned to such assets or liabilities.

Assets measured at fair value

The following tables summarize the Company’s assets that are measured at fair value on a recurring basis (in thousands):

Fair Value Measurement at Reporting Date Using

September 30, 2024

Quoted Prices in Active Markets for Identical Assets
(Level 1)

Significant Other Observable Inputs (Level 2)

Significant Unobservable Inputs (Level 3)

Assets:

Interest rate caplets

6,686

—

6,686

—

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Accel Entertainment, Inc. and Subsidiaries

Notes to Condensed Consolidated Financial Statements — (Continued)

Fair Value Measurement at Reporting Date Using

December 31, 2023

Quoted Prices in Active Markets for Identical Assets
(Level 1)

Significant Other Observable Inputs (Level 2)

Significant Unobservable Inputs (Level 3)

Assets:

Interest rate caplets

13,011

—

13,011

—

Interest rate caplets

The Company determines the fair value of the interest rate caplets using quotes that are based on models whose inputs are observable LIBOR/SOFR forward interest rate curves. The valuation of the interest rate caplets is considered to be a Level 2 fair value measurement as the significant inputs are observable. Unrealized changes in the fair value of the interest rate caplets are classified within other comprehensive income on the accompanying condensed consolidated statements of operations and comprehensive income. Realized gains on the interest rate caplets are recorded to interest expense, net on the accompanying condensed consolidated statements of operations and comprehensive income and included within cash payments for interest, net on the condensed consolidated statements of cash flow.

Liabilities measured at fair value

The following tables summarizes the Company’s liabilities that are measured at fair value on a recurring basis (in thousands):


			Fair Value Measurement at Reporting Date Using
	September 30, 2024		Quoted Prices in Active Markets for Identical Assets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)
Liabilities:
Contingent consideration	$	12,862	$	—	$	—	$	12,862
Contingent earnout shares	36,017		—		36,017		—
Warrants	13		—		13		—
Total	$	48,892	$	—	$	36,030	$	12,862


			Fair Value Measurement at Reporting Date Using
	December 31, 2023		Quoted Prices in Active Markets for Identical Assets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)
Liabilities:
Contingent consideration	$	5,484	$	—	$	—	$	5,484
Contingent earnout shares	31,827		—		31,827		—
Warrants	13		—		13		—
Total	$	37,324	$	—	$	31,840	$	5,484

Contingent Consideration

The Company uses a discounted cash flow analysis to determine the value of contingent consideration upon acquisition and updates this estimate on a recurring basis. The significant assumptions used in the Company's cash flow analysis includes the probability adjusted projected revenues after state taxes, a discount rate as applicable to each acquisition, and the estimated number of locations that “go live” with the Company during the contingent consideration period. The valuation of the Company's contingent consideration is considered to be a Level 3 fair value measurement as the significant inputs are unobservable and

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Accel Entertainment, Inc. and Subsidiaries

Notes to Condensed Consolidated Financial Statements — (Continued)

require significant judgment or estimation. Changes in the fair value of contingent consideration liabilities are classified within other expenses, net on the accompanying condensed consolidated statements of operations and comprehensive income.

Contingent earnout shares

The Company determined the fair value of the contingent earnout shares based on the market price of the Company's Class A-1 common stock. The liability, by tranche, is then stated at present value based on i) an interest rate derived from the Company's borrowing rate and the applicable risk-free rate and ii) an estimate on when it expects the contingent earnout shares to convert to Class A-1 common stock. The valuation of the Company's contingent consideration is considered to be a Level 2 fair value measurement. Changes in the fair value of contingent earnout shares are included within loss on change in fair value of contingent earnout shares on the accompanying condensed consolidated statements of operations and comprehensive income.

Warrants

The Company has 5,144 warrants outstanding as of September 30, 2024, which will expire in November 2024. The liability for the Company’s warrants is included in other long-term liabilities on the condensed consolidated balance sheets. The Company determined the fair value of its warrants by using a Black-Scholes option-pricing model. The Black-Scholes option-pricing model requires inputs such as the fair value of the Company's Class A-1 common stock, the risk-free interest rate, expected term, expected dividend yield and expected volatility. The Company's valuation of its warrants is considered to be a Level 2 fair value measurement. Changes in the fair value of the warrants are included within gain on change in fair value of warrants on the accompanying condensed consolidated statements of operations and comprehensive income, if applicable. There was no change in the fair value of the warrants for the three and nine months ended September 30, 2024 and 2023.

There were no transfers in or out of Level 3 for the periods presented.

Note 13. Stockholders’ Equity

Pursuant to the terms of the Company’s Amended and Restated Certificate of Incorporation, the Company authorized and has available for issuance the following shares:

Class A-1 Common Stock

The holders of the Class A-1 common stock are entitled to one vote for each share. The holders of Class A-1 common stock are entitled to receive dividends or other distributions when and if declared from time to time and share equally on a per share basis in such dividends and distributions, subject to such rights of the holders of preferred stock.

Treasury Stock

On November 22, 2021, the Company’s Board of Directors approved a share repurchase program of up to $200 million shares of Class A-1 common stock. The timing and actual number of shares repurchased will depend on a variety of factors, including price, general business and market conditions, and alternative investment opportunities. Under the repurchase program, repurchases can be made from time to time using a variety of methods, including open market purchases or privately negotiated transactions, in compliance with the rules of the SEC and other applicable legal requirements. The repurchase program does not obligate the Company to acquire any particular amount of shares, and the repurchase program may be suspended or discontinued at any time at the Company’s discretion. As of September 30, 2024, the Company acquired a total of 13,495,065 shares under the plan at a total purchase price of $139.5 million, of which 2,085,868 shares at a total purchase price of $21.5 million were acquired during the nine months ended September 30, 2024.

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Accel Entertainment, Inc. and Subsidiaries

Notes to Condensed Consolidated Financial Statements — (Continued)

Note 14. Stock-based Compensation

The Company grants various types of stock-based compensation awards. The Company measures its stock-based compensation expense based on the grant date fair value of the award and recognizes the expense over the requisite service period for the respective award.

Under the Accel Entertainment, Inc. Long Term Incentive Plan, the Company issued 319,731 restricted stock units (“RSUs”) to the Board of Directors and certain eligible employees during the first quarter of 2024, which will vest over a period of 3 to 4 years for employees and by the end of 2024 for the Board of Directors. The Company also issued 149,381 performance-based restricted stock units (“PSUs”) to certain eligible employees during the first quarter of 2024, which will vest after 3 years. The numbers of shares earned upon vesting of the PSUs, if any, is based on the attainment of performance goals over the performance period, subject to continued service, except for employees who are retirement eligible and in certain other limited circumstances. The estimated grant date fair value of these RSUs and PSUs totaled $5.3 million.

The Company issued 403,760 RSUs to certain eligible employees during the second quarter of 2024, which will vest over a period of 1 to 3 years. The estimated grant date fair value of these RSUs totaled $4.0 million.

The Company issued 184,612 RSUs to certain eligible employees during the third quarter of 2024, which will vest over a period of 3 to 4 years. The estimated grant date fair value of these RSUs totaled $2.1 million.

Stock-based compensation expense, which pertains to the Company’s stock options, RSUs and PSUs, was $3.3 million and $8.9 million for the three and nine months ended September 30, 2024, respectively. In comparison, stock-based compensation expense was $2.7 million and $7.0 million for the three and nine months ended September 30, 2023, respectively. Stock-based compensation expense is included within general and administrative expenses in the condensed consolidated statements of operations and other comprehensive income.

Note 15. Income Taxes

The Company recognized income tax expense of $3.6 million and $12.3 million for the three and nine months ended September 30, 2024, respectively. In comparison, the Company recognized income tax expense of $4.6 million and $16.7 million for the three and nine months ended September 30, 2023, respectively.

The Company calculates its provision for income taxes during interim reporting periods by applying an estimate of the annual effective tax rate to its year-to-date pretax book income or loss. The effective tax rate (income taxes as a percentage of income before income taxes) was 42.2% and 31.3% for the three and nine months ended September 30, 2024, respectively. In comparison, the Company’s effective tax rate was 30.7% and 36.1% for the three and nine month ended September 30, 2023, respectively. The Company’s 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 income tax purposes and was the primary driver for the fluctuations in the tax rate year over year.

Note 16. Commitments and Contingencies

Lawsuits and claims are filed against the Company from time to time in the ordinary course of business, including related to employee matters, employment of professionals and non-compete clauses and agreements. Other than settled matters explained as follows, these actions are in various stages, and no judgments or decisions have been rendered. Management, after reviewing matters with legal counsel, believes that the outcome of such matters will not have a material adverse effect on the Company’s financial position or results of operations.

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Accel Entertainment, Inc. and Subsidiaries

Notes to Condensed Consolidated Financial Statements — (Continued)

The Company has been involved in a series of related litigated matters stemming from claims that it wrongly contracted with 10 different licensed establishments (the “Defendant Establishments”) in 2012 in violation of the contractual rights held by J&J Ventures Gaming, LLC (“J&J”), as further described below.

On August 21, 2012, one of the Company’s operating subsidiaries entered into certain agreements with Jason Rowell (“Rowell”), a member of Action Gaming LLC (“Action Gaming”), which was an unlicensed terminal operator that had exclusive rights to place and operate gaming terminals within a number of establishments, including the Defendant Establishments. Under agreements with Rowell, the Company agreed to pay him for each licensed establishment which decided to enter into an exclusive location agreement with Accel. In late August and early September 2012, each of the Defendant Establishments signed a separate location agreement with the Company, purporting to grant the Company the exclusive right to operate gaming terminals in those establishments. Separately, on August 24, 2012, Action Gaming sold and assigned its rights to all its location agreements to J&J, including its exclusive rights with the Defendant Establishments (the “J&J Assigned Agreements”). At the time of the assignment of such rights to J&J, the Defendant Establishments were not yet licensed by the IGB.

Action Gaming, J&J, and other parties, collectively, the Plaintiffs, filed a complaint against the Company, Rowell, and other parties in the Circuit Court of Cook County, Illinois (the “Circuit Court”), on August 31, 2012, as amended on November 1, 2012, December 19, 2012, and October 3, 2013, alleging, among other things, that Accel aided and abetted Rowell in breaches of his fiduciary duties and contractual obligations with Action Gaming and tortiously interfered with Action Gaming’s contracts with Rowell and agreements assigned to J&J. The complaint seeks damages and injunctive and equitable relief. On January 24, 2018, the Company filed a motion to dismiss for lack of subject matter jurisdiction, as further described below. On May 14, 2018, the Circuit Court denied the Company’s motion to dismiss and granted a stay to the case, pending a ruling from the IGB on the validity of the J&J Assigned Agreements.

From 2013 to 2015, the Plaintiffs filed additional claims, including J&J Ventures Gaming, LLC et al. v. Wild, Inc. (“Wild”), in various circuit courts seeking declaratory judgments with a number of establishments, including each of the Defendant Establishments, requesting declarations that, among other things, J&J held the exclusive right to operate gaming terminals at each of the Defendant Establishments as a result of the J&J Assigned Agreements. The Company was granted leave to intervene in all of the declaratory judgments. The circuit courts found that the J&J Assigned Agreements were valid because each of the underlying location agreements were between an unlicensed establishment and an unlicensed terminal operator, and therefore did not constitute use agreements that were otherwise precluded from assignment under the IGB’s regulations. Upon the Company’s appeal, the Illinois Appellate Court, Fifth District (the “District Court”), vacated the circuit courts’ judgments and dismissed the appeals, holding that the IGB had exclusive jurisdiction over the matter that formed the basis of the parties’ claims, and declined to consider the merits of the parties’ disputes. On September 22, 2016, and after the IGB intervened, the Supreme Court of Illinois issued a judgment in Wild, affirming the District Court’s decision vacating the circuit courts’ judgments for lack of subject matter jurisdiction and dismissing the appeals, determining that the IGB has exclusive jurisdiction to decide the validity and enforceability of gaming terminal use agreements.

Between May 2017 and September 2017, both the Company and J&J filed petitions with the IGB seeking adjudication of the rights of the parties and the validity of the use agreements. Those petitions were recently adjudicated by the IGB, largely in the Company’s favor, and J&J has filed a new lawsuit to challenge the IGB’s rulings. The Company does not have a present estimate regarding the potential damages, if any, that could potentially be awarded in this litigation and, accordingly, has established no reserves relating to such matters. There are also petitions pending with the IGB which could lead to the Company obtaining new locations.

On October 7, 2019, the Company filed a lawsuit in the Circuit Court of Cook County, Illinois against Rowell and other parties related to Rowell’s breaches of his non-compete agreement with Accel. The Company alleged that Rowell and a competitor were working together to interfere with the Company’s customer relationships. On November 7, 2019, Rowell filed a lawsuit in the Circuit Court of Cook County, Illinois against the Company alleging that he had not received certain equity interests

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Accel Entertainment, Inc. and Subsidiaries

Notes to Condensed Consolidated Financial Statements — (Continued)

in the Company to which he was allegedly entitled under his agreement. On July 18, 2024, the Company and Rowell entered into a settlement agreement pursuant to which the Company paid Rowell $0.1 million in exchange for a mutual release of the Company's claims against Rowell and Rowell's claims against the Company. The litigation involving Action Gaming, J&J, and the other parties, as described above, remains pending.

On July 2, 2019, Illinois Gaming Investors, LLC filed a lawsuit against the Company. The lawsuit alleges that a current employee violated his non-competition agreement with Illinois Gaming Investors, LLC, and together with the Company, wrongfully solicited prohibited licensed video gaming locations. The parties settled this dispute in April 2022.

On December 18, 2020, the Company received a disciplinary complaint from the IGB alleging violations of the Video Gaming Act and the IGB’s Adopted Rules for Video Gaming. The disciplinary complaint sought to fine the Company in the amount of $5 million. On July 6, 2023, the IGB and the Company entered into a settlement agreement for $1.1 million of which $1.0 million is the fine for the alleged conduct and $0.1 million is for reimbursement of administrative and investigative costs. The amount was paid in the third quarter of 2023. As a result of the settlement agreement, the Company has agreed to review similar initiatives with the IGB before implementing a new program or making any public announcements, require additional annual training of its employees, and provide additional compliance disclosures to the IGB.

On March 9, 2022, the Company filed a lawsuit in the Circuit Court of Cook County, Illinois against Gold Rush relating to the Gold Rush convertible notes. The complaint sought damages for breach of contract and the implied covenant of good faith and fair dealing as well as unjust enrichment. On June 22, 2022, Gold Rush filed a lawsuit in the Circuit Court of Cook County, Illinois against the Company. The lawsuit alleged that the Company tortiously interfered with Gold Rush’s business activities and engaged in misconduct with respect to the Gold Rush convertible notes. On April 22, 2022, the Company filed a petition in the Circuit Court of Cook County, Illinois to judicially review the IGB's decision to deny the requested transfer of Gold Rush common stock in respect of the Company’s conversion of the convertible notes. Discovery ensued on these lawsuits but both suits were dismissed with prejudice as a result of the previously mentioned settlement between the Company and Gold Rush on the convertible notes. The Company also withdrew its petition to judicially review the IGB's decision. For more information, see Note 4.

On March 25, 2022, Midwest Electronics Gaming LLC (“Midwest”) filed an administrative review action against the Illinois Gaming Board, the Company and J&J in the Circuit Court of Cook County, Illinois seeking administrative review of decisions of the IGB ruling in favor of the Company and J&J and against Midwest regarding the validity of certain use agreements covering locations currently serviced by Midwest. No monetary damages are sought against the Company. The Company filed a motion to dismiss Midwest’s amended complaint, which was granted in part and denied in part.

In July 2022, an enforcement action was brought against the Company by an Illinois municipality related to an alleged violation of an ordinance requiring the collection of an additional tax, the enforceability of which is currently being contested by the Illinois Gaming Machine Operators Association. Rather than litigate the alleged violation, the Company pled no contest and paid an initial penalty to the municipality in October 2022 and for the remaining months of 2022. The Company continued to negotiate with and voluntarily make the appropriate payments to the municipality during 2023 and 2024.

In February 2023, an Illinois municipality issued an order against the Company for the alleged failure to pay a terminal operator tax (“TO Tax”) for the privilege of operating gaming terminals within the municipality. The TO Tax was adopted by the municipality on June 8, 2021, but there was no enforcement of this tax until the Company was issued a notice of hearing in February 2023. In April 2023, the Company, along with numerous other terminal operators, filed a complaint in the Circuit Court of Cook County, Illinois contesting the validity and enforceability of the TO Tax and won a temporary restraining order to stay the order. Currently, the matter remains pending as a result of a motion to consolidate and to finalize the assignment of the judge.

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Accel Entertainment, Inc. and Subsidiaries

Notes to Condensed Consolidated Financial Statements — (Continued)

The results for the nine months ended September 30, 2024 and 2023 included a loss of $0.3 million and $1.4 million, respectively, related to these matters and is included within general and administrative expenses in the condensed consolidated statements of operations and other comprehensive income.

Note 17. Earnings Per Share

The components of basic and diluted earnings per share (“EPS”) were as follows for the three and nine months ended September 30 (in thousands, except per share amounts):


	Three Months Ended September 30,				Nine Months Ended September 30,
	2024		2023		2024		2023

Net income	$	4,895	$	10,450	$	26,897	$	29,615



Basic weighted average outstanding shares of common stock	82,952		85,865		83,718		86,305
Dilutive effect of stock-based awards for common stock	1,370		1,249		1,172		717



Diluted weighted average outstanding shares of common stock	84,322		87,114		84,890		87,022

Earnings per common share:
Basic	$	0.06	$	0.12	$	0.32	$	0.34
Diluted	$	0.06	$	0.12	$	0.32	$	0.34

Anti-dilutive stock-based awards, contingent earnout shares and warrants excluded from the calculations of diluted EPS were 4.3 million and 4.4 million shares as of September 30, 2024 and 2023, respectively.

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ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

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 that 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, 2023. 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, 2023.

Company Overview

We are a leading distributed gaming operator in the United States (“U.S.”) and 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. Our focus is providing unmatched customer support, guidance, and expertise so our location partners can grow their businesses with incremental revenue.

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 pending acquisition of the FanDuel Sportsbook & Horse Racing in Collinsville, Illinois, as discussed in Note 10 to the condensed consolidated financial statements.

We currently operate as a distributed gaming operator 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)

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, West Virginia, and Louisiana

•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

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State

Year Operations Started or Year of Acquisition

Branding

Operations

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

•Operate gaming terminals which are skill-based coin-operated amusement machines with winnings paid in points that may be redeemed for noncash merchandise, prizes, toys, gift cards, or novelties

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

•Operate gaming terminals at qualified truck stops

•We are live with a partner truck stop

Macroeconomic Factors

Ongoing interest rate uncertainty, persistent inflation and actual or perceived instability in the U.S. and global banking systems 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.

To date, we have not observed material impacts in our business or outlook, outside of observed increases in our costs related to higher wages and increased interest expense on our debt. In 2023 and the first half of 2024, we accelerated certain of our capital expenditures related to gaming machines and related components to manage our supply chain.

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.

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.

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ATM fees and other. ATM fees and other primarily represents 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.

Operating expenses

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 gaming terminals and other equipment, (iii) location revenue share, which is governed by local governing bodies and location contracts, (iv) ATM and amusement commissions payable to locations, and (v) ATM and amusement fees.

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 payroll and related expense for service technicians, route technicians, route security, and preventative maintenance personnel. 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 payroll and related expense for account managers, business development managers, marketing, and other corporate personnel. In addition, general and administrative expense also includes marketing, 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 its 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.

Interest expense, net

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 LIBOR/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.

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.

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Results of Operations

The following table summarizes our results of operations on a consolidated basis for the three months ended September 30, 2024 and 2023:


(in thousands, except %'s)	Three Months Ended September 30,				Increase / (Decrease)
	2024		2023		Change ($)		Change (%)
Net revenues:
Net gaming	$	289,923	$	274,123	$	15,800	5.8	%
Amusement	5,104		5,411		(307)		(5.7)	%
Manufacturing	1,705		3,334		(1,629)		(48.9)	%
ATM fees and other	5,495		4,629		866		18.7	%
Total net revenues	302,227		287,497		14,730		5.1	%
Operating expenses:
Cost of revenue (exclusive of depreciation and amortization expense shown below)	210,841		198,743		12,098		6.1	%
Cost of manufacturing goods sold (exclusive of depreciation and amortization expense shown below)	962		2,065		(1,103)		(53.4)	%
General and administrative	47,930		45,183		2,747		6.1	%
Depreciation and amortization of property and equipment	11,001		9,405		1,596		17.0	%
Amortization of intangible assets and route and customer acquisition costs	5,781		5,299		482		9.1	%
Other expenses, net	3,867		1,682		2,185		129.9	%
Total operating expenses	280,382		262,377		18,005		6.9	%
Operating income	21,845		25,120		(3,275)		(13.0)	%
Interest expense, net	9,164		8,415		749		8.9	%
Loss from unconsolidated affiliates	1		—		1		N/A
Loss on change in fair value of contingent earnout shares	4,216		1,625		2,591		159.4	%

Income before income tax expense	8,464		15,080		(6,616)		(43.9)	%
Income tax expense	3,569		4,630		(1,061)		(22.9)	%
Net income	$	4,895	$	10,450	$	(5,555)	(53.2)	%

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Net revenues

Total net revenues for the three months ended September 30, 2024 were $302.2 million, an increase of $14.7 million, or 5.1%, compared to the prior-year period. This increase was primarily driven by higher net gaming revenue of $15.8 million, which reflected an increase in gaming locations and terminals. Manufacturing revenue was $1.7 million, a decrease of $1.6 million, or 48.9%, compared to the prior-year period due to lower equipment sales. Net revenues by state are presented below (in thousands):


(in thousands)	Three Months Ended September 30,				Increase / (Decrease)
	2024		2023		Change ($)		Change (%)
Net revenues by state:
Illinois	$	223,338	$	212,113	$	11,225	5.3	%
Montana	39,648		39,362		286		0.7	%
Nevada	28,350		28,003		347		1.2	%
Nebraska	6,538		4,802		1,736		36.2	%
Other	4,353		3,217		1,136		35.3	%
Total net revenues	$	302,227	$	287,497	$	14,730	5.1	%

Cost of revenue

Cost of revenue for the three months ended September 30, 2024 was $210.8 million, an increase of $12.1 million, or 6.1%, 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 three months ended September 30, 2024 was $1.0 million, a decrease of $1.1 million, or 53.4%, compared to the prior-year period driven by lower equipment sales, as described above.

General and administrative

General and administrative expenses for the three months ended September 30, 2024 were $47.9 million, an increase of $2.7 million, or 6.1%, compared to the prior-year period. The increase was attributable to higher payroll-related costs, as we continue to grow our operations, as well as higher stock-based compensation expense, partially offset by lower parts and repair expense.

Depreciation and amortization of property and equipment

Depreciation and amortization of property and equipment for the three months ended September 30, 2024 was $11.0 million, an increase of $1.6 million, or 17.0%, 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 three months ended September 30, 2024 were $5.8 million, an increase of $0.5 million, or 9.1%, compared to the prior-year period.

Other expenses, net

Other expenses, net for the three months ended September 30, 2024 were $3.9 million, an increase of $2.2 million, or 129.9%, compared to the prior-year period. The increase was primarily attributable to higher fair value adjustments associated with the revaluation of contingent consideration liabilities and higher non-recurring expenses related to acquisitions.

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Interest expense, net

Interest expense, net for the three months ended September 30, 2024 was $9.2 million, an increase of $0.7 million, or 8.9%, compared to the prior-year period primarily due to an increase in average outstanding debt, partially offset by the benefit realized on our interest rate caplets. For the three months ended September 30, 2024, the weighted average interest rate, excluding the impact of our interest rate caplets, was approximately 7.6% for both periods.

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 September 30, 2024 was a loss of $4.2 million, compared to a loss of $1.6 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 September 30, 2024 was $3.6 million, a decrease of $1.1 million, or 22.9%, compared to the prior-year period. The effective tax rate for the three months ended September 30, 2024 was 42.2% compared to 30.7% 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.

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The following table summarizes our results of operations on a consolidated basis for the nine months ended September 30, 2024 and 2023:


(in thousands, except %'s)	Nine Months Ended September 30,				Increase / (Decrease)
	2024		2023		Change ($)		Change (%)
Net revenues:
Net gaming	$	871,300	$	831,054	$	40,246	4.8	%
Amusement	16,772		17,839		(1,067)		(6.0)	%
Manufacturing	9,122		9,886		(764)		(7.7)	%
ATM fees and other	16,263		14,573		1,690		11.6	%
Total net revenues	913,457		873,352		40,105		4.6	%
Operating expenses:
Cost of revenue (exclusive of depreciation and amortization expense shown below)	633,325		604,603		28,722		4.8	%
Cost of manufacturing goods sold (exclusive of depreciation and amortization expense shown below)	5,283		5,627		(344)		(6.1)	%
General and administrative	142,105		132,421		9,684		7.3	%
Depreciation and amortization of property and equipment	32,229		27,914		4,315		15.5	%
Amortization of intangible assets and route and customer acquisition costs	16,808		15,825		983		6.2	%
Other expenses, net	13,620		5,006		8,614		172.1	%
Total operating expenses	843,370		791,396		51,974		6.6	%
Operating income	70,087		81,956		(11,869)		(14.5)	%
Interest expense, net	26,730		24,546		2,184		8.9	%
Loss from unconsolidated affiliates	1		—		1		N/A
Loss on change in fair value of contingent earnout shares	4,190		11,063		(6,873)		(62.1)	%

Income before income tax expense	39,166		46,347		(7,181)		(15.5)	%
Income tax expense	12,269		16,732		(4,463)		(26.7)	%
Net income	$	26,897	$	29,615	$	(2,718)	(9.2)	%

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Net revenues

Total net revenues for the nine months ended September 30, 2024 were $913.5 million, an increase of $40.1 million, or 4.6%, compared to the prior-year period. This increase was primarily driven by higher net gaming revenue of $40.2 million, which reflected an increase in gaming locations and terminals. Net revenues by state are presented below (in thousands):


(in thousands)	Nine Months Ended September 30,				Increase / (Decrease)
	2024		2023		Change ($)		Change (%)
Net revenues by state:
Illinois	$	675,294	$	647,903	$	27,391	4.2	%
Montana	120,372		115,088		5,284		4.6	%
Nevada	86,881		87,833		(952)		(1.1)	%
Nebraska	18,621		13,213		5,408		40.9	%
Other	12,289		9,315		2,974		31.9	%
Total net revenues	$	913,457	$	873,352	$	40,105	4.6	%

Cost of revenue

Cost of revenue for the nine months ended September 30, 2024 was $633.3 million, an increase of $28.7 million, or 4.8%, 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 nine months ended September 30, 2024 was $5.3 million, a decrease of $0.3 million, or 6.1%, compared to the prior-year period primarily due to lower manufacturing revenue.

General and administrative

General and administrative expenses for the nine months ended September 30, 2024 were $142.1 million, an increase of $9.7 million, or 7.3%, compared to the prior-year period. The increase was attributable to higher payroll-related costs, as we continue to grow our operations, as well as higher stock-based compensation expense, partially offset by lower legal settlements and lower parts and repair expense.

Depreciation and amortization of property and equipment

Depreciation and amortization of property and equipment for the nine months ended September 30, 2024 was $32.2 million, an increase of $4.3 million, or 15.5%, 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 nine months ended September 30, 2024 were $16.8 million, an increase of $1.0 million, or 6.2%, compared to the prior-year period.

Other expenses, net

Other expenses, net for the nine months ended September 30, 2024 were $13.6 million, an increase of $8.6 million, or 172.1%, compared to the prior-year period. The increase was primarily attributable to higher fair value adjustments associated with the revaluation of contingent consideration liabilities and higher non-recurring expenses related to acquisitions, as well as the impact of a $1.7 million gain recognized in the prior-year period on the convertible note settlement as discussed in Note 4 to the condensed consolidated financial statements.

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Interest expense, net

Interest expense, net for the nine months ended September 30, 2024 was $26.7 million, an increase of $2.2 million, or 8.9%, compared to the prior-year period primarily due to an increase in average outstanding debt and higher interest rates, partially offset by the benefit realized on our interest rate caplets. For the nine months ended September 30, 2024, the weighted average interest rate, excluding the impact of our interest rate caplets, was approximately 7.6% compared to a rate of approximately 7.2% 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 nine months ended September 30, 2024 was a loss of $4.2 million, compared to a loss of $11.1 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 nine months ended September 30, 2024 was $12.3 million, a decrease of $4.5 million, or 26.7%, compared to the prior-year period. The effective tax rate for the nine months ended September 30, 2024 was 31.3% compared to 36.1% 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 and;

•Number of gaming terminals

•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.

The following table sets forth information with respect to our primary locations:


	As of September 30,		Increase / (Decrease)
	2024	2023	Change	Change (%)
Illinois	2,791	2,724	67	2.5	%
Montana	615	611	4	0.7	%
Nevada	356	352	4	1.1	%
Nebraska	252	219	33	15.1	%
Total	4,014	3,906	108	2.8	%

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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 September 30,		Increase / (Decrease)
	2024	2023	Change	Change (%)
Illinois	15,714	15,020	694	4.6	%
Montana	6,448	6,252	196	3.1	%
Nevada	2,685	2,744	(59)	(2.2)	%
Nebraska	882	688	194	28.2	%
Total	25,729	24,704	1,025	4.1	%

Location hold-per-day

Location hold-per-day is calculated by dividing net gaming revenue in the period by the average number of locations. Then divide the calculated amount by the number of operational days. We utilize this metric to compare market and location performance on a normalized basis. The percent change in location hold-per-day is the underlying metric 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 nine months ended:


	Three Months Ended September 30,				Increase / (Decrease)
	2024		2023		Change ($)		Change (%)
Illinois	$	839	$	825	$	14	1.7	%
Montana	613		591		22		3.7	%
Nevada	802		802		—		—	%
Nebraska	257		220		37		16.8	%


	Nine Months Ended September 30,				Increase / (Decrease)
	2024		2023		Change ($)		Change (%)
Illinois	$	859	$	854	$	5	0.6	%
Montana	608		579		29		5.1	%
Nevada	835		849		(14)		(1.6)	%
Nebraska	244		228		16		7.0	%

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Non-GAAP Financial Measures

Adjusted EBITDA and Adjusted net income are non-GAAP financial measures, but are key metrics management uses to monitor ongoing core operations. Adjusted EBITDA and Adjusted net 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.

Adjusted net income is defined as net income plus:

•Amortization of intangible assets and route and customer acquisition costs

•Stock-based compensation expense

•Loss from unconsolidated affiliates

•Loss on change in fair value of contingent earnout shares

•Other expenses, net which consists of (i) non-cash expenses including the remeasurement of contingent consideration liabilities, (ii) non-recurring lobbying and legal expenses related to distributed gaming expansion in current or prospective markets, and (iii) other non-recurring expenses

•Tax effect of adjustments

Adjusted EBITDA is defined as net income plus:

•Amortization of intangible assets and route and customer acquisition costs

•Stock-based compensation expense

•Loss from unconsolidated affiliates

•Loss on change in fair value of contingent earnout shares

•Other expenses, net

•Tax effect of adjustments

•Depreciation and amortization of property and equipment

•Interest expense, net

•Emerging markets which reflects the results, on an Adjusted EBITDA basis, for non-core jurisdictions where our operations are developing

◦Markets are no longer considered emerging when we have installed or acquired at least 500 gaming terminals in the jurisdiction, or when 24 months have elapsed from the date we first install or acquire gaming terminals in the jurisdiction, whichever occurs first

◦We currently view Pennsylvania as an emerging market

◦Prior to January 2024, Iowa was considered an emerging market

◦Prior to April 2023, Nebraska was considered an emerging market

•Income tax expense

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Adjusted net income and Adjusted EBITDA


(in thousands)	Three Months Ended September 30,				Nine Months Ended September 30,
	2024		2023			2024		2023

Net income	$	4,895	$	10,450		$	26,897	$	29,615
Adjustments:
Amortization of intangible assets and route and customer acquisition costs	5,781		5,299			16,808		15,825
Stock-based compensation expense	3,342		2,718			8,927		6,973
Loss from unconsolidated affiliates	1		—			1		—
Loss on change in fair value of contingent earnout shares	4,216		1,625			4,190		11,063

Other expenses, net	3,867		1,682			13,620		5,006
Tax effect of adjustments	(3,752)		(2,707)			(11,205)		(7,916)
Adjusted net income	18,350		19,067			59,238		60,566
Depreciation and amortization of property and equipment	11,001		9,405			32,229		27,914
Interest expense, net	9,164		8,415			26,730		24,546
Emerging markets	43		(86)			121		(805)
Income tax expense	7,322		7,337			23,474		24,648
Adjusted EBITDA	$	45,880	$	44,138		$	141,792	$	136,869

Adjusted EBITDA for the three months ended September 30, 2024, was $45.9 million, an increase of $1.7 million, or 3.9%, compared to the prior-year period. Adjusted EBITDA for the nine months ended September 30, 2024, was $141.8 million, an increase of $4.9 million, or 3.6%, 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. 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 approved share repurchase program and near-term acquisitions. As of September 30, 2024, we had $265.1 million in cash and cash equivalents.

Senior Secured Credit Facility

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:

•$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,

•a $350.0 million initial term loan facility, and

•a $400.0 million delayed draw term loan facility (“DDTL”)

The maturity date of the Credit Agreement is October 22, 2026.

As of September 30, 2024, there remained $273 million of availability under the Credit Agreement and the weighted-average interest rate on our borrowings under the Credit Agreement was approximately 7.6%.

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During October 2024, we borrowed an additional $119.0 million on the DDTL under the Credit Agreement, of which $77.5 million was used to pay down the revolving credit facility under the Credit Agreement, $35.0 million is anticipated to be used for a pending business acquisition and the remaining $6.5 million was used for general business operations. Our ability to borrow on the DDTL ended on October 22, 2024.

We were in compliance with all debt covenants under the Credit Agreement as of September 30, 2024 and expect to remain in compliance for the next 12 months.

Interest rate caplets

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 LIBOR/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”).

We recognized an unrealized loss, net of taxes, on the change in fair value of the caplets of $4.1 million for both the three and nine months ended September 30, 2024. In comparison, we recognized an unrealized gain of $0.1 million and an unrealized loss of less than $0.1 million, net of taxes, for the three and nine months ended September 30, 2023, respectively. We also recognized interest income on the caplets of $2.6 million and $7.7 million for the three and nine months ended September 30, 2024, respectively. In comparison, we recognized interest income on the caplets of $2.5 million and $6.7 million for the three and nine months ended September 30, 2023, respectively. These amounts are reflected in interest expense, net in the condensed consolidated statements of operations and other comprehensive income.

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)	Nine Months Ended September 30,				Increase / (Decrease)
	2024		2023		Change ($)		Change (%)

Net cash provided by operating activities	$	107,665	$	92,007	$	15,658	17.0	%
Net cash used in investing activities	(90,224)		(35,404)		(54,820)		(154.8)	%
Net cash used in financing activities	(13,967)		(50,328)		36,361		72.2	%

Net cash provided by operating activities

For the nine months ended September 30, 2024, net cash provided by operating activities was $107.7 million, an increase in cash of $15.7 million compared to the prior-year period due primarily to higher working capital adjustments and higher remeasurements on contingent consideration, partially offset by lower deferred income taxes.

Net cash used in investing activities

For the nine months ended September 30, 2024, net cash used in investing activities was $90.2 million, a decrease in cash of $54.8 million compared to the prior-year period. The decrease in cash was primarily attributable to the proceeds from the settlement of the convertible notes in the prior year as well as more cash used for business and asset acquisitions, higher deposits paid against a portion of the purchase price on a pending business acquisition and an investment in an equity interest, partially offset by lower purchases of property and equipment. We anticipate our capital expenditures will be approximately $60–65 million in 2024.

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Net cash used in financing activities

For the nine months ended September 30, 2024, net cash used in financing activities was $14.0 million, an increase in cash of $36.4 million compared to the prior-year period. The change reflects higher net borrowings on our debt, partially offset by higher stock repurchases.

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, 2023, that affect judgments and estimates of amounts recorded for certain assets, liabilities, revenues, and expenses.

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. Holidays, vacation seasons, and sporting events may also cause our results to fluctuate.

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

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 senior secured credit facility were $556.3 million as of September 30, 2024. 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 would negatively impact future earnings and cash flows by approximately $2.6 million annually, assuming the balance outstanding under the credit facility remained at $556.3 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 LIBOR/SOFR interest rate on the first $300 million of the term loan by entering into a 4-year series of 48 deferred premium caplets (“caplets”) on January 12, 2022. The caplets mature at the end of each month and are used to protect our exposure as the 1-month LIBOR/SOFR interest rate exceeded 2%.

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.

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ITEM 4. CONTROLS AND PROCEDURES

Evaluation of Disclosure Controls and Procedures

In connection with the filing of this Form 10-Q for the quarter ended September 30, 2024, our Chief Executive Officer (“CEO”, serving as our Principal Executive Officer) and our Chief Financial Officer (“CFO”, serving as our Principal Financial Officer) conducted an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended (“Exchange Act”)). As a result of this evaluation, our CEO and CFO concluded that our disclosure controls and procedures were effective at the reasonable assurance level as of September 30, 2024.

Changes in Internal Control Over Financial Reporting

There were no changes during the quarter ended September 30, 2024, in our internal control over financial reporting that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

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PART II. OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

Information required by this Item is incorporated by reference to the discussion in Note 16, Commitments and Contingencies, of the condensed consolidated financial statements included in Part I, Item 1 of this Quarterly Report on Form 10-Q.

ITEM 1A. RISK FACTORS

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, 2023 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, 2023.

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

Issuer Purchases of Equity Securities

On November 22, 2021, our Board of Directors approved a share repurchase program of up to $200 million shares of our Class A-1 common stock. The timing and actual number of shares repurchased will depend on a variety of factors, including price, general business and market conditions, and alternative investment opportunities. Under the repurchase program, repurchases can be made from time to time using a variety of methods, including open market purchases or privately negotiated transactions, in compliance with the rules of the SEC and other applicable legal requirements. The repurchase program does not obligate us to acquire any particular amount of shares, and the repurchase program may be suspended or discontinued at any time at our discretion.

All share repurchases were made under our publicly announced program, and there are no other programs under which we repurchase shares. Repurchases under our program, during applicable restricted trading windows that we periodically establish, are executed under the terms of a pre-set trading plan meeting the requirements of Rule 10b5-1(c) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”).

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The following table presents a summary of share repurchases made during the third quarter of 2024:


Period	Total number of shares purchased	Average price paid per share	Maximum approximate dollar value of shares that may yet be purchased under the program (in millions)

July 1, 2024 - July 31, 2024	366,750	$10.24	$62.9

August 1, 2024 - August 31, 2024	176,720	$10.90	$60.9

September 1, 2024 - September 30, 2024	41,649	$11.35	$60.5

Total	585,119	$10.52

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

None.

ITEM 4. MINE SAFETY DISCLOSURES

Not applicable.

ITEM 5. OTHER INFORMATION

None of our directors or officers (as defined in Rule 16a-1(f) under the Exchange Act) adopted or terminated a Rule 10b5-1 trading arrangement or a non-Rule 10b5-1 trading arrangement (as defined in Item 408(c) of Regulation S-K) during the quarterly period covered by this report.

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ITEM 6. EXHIBITS


Exhibit No.						Exhibit







10.1						Agreement and Plan of Merger, by and among Fairmount Holdings, Inc., Fairmount Merger Sub, Inc., Accel Entertainment, Inc. and Robert V. Vitale, an individual, solely in his capacity as the Shareholder Representative, dated as of July 12, 2024 (Incorporated by reference to Exhibit 10.1 to the Company's Current Report on Form 8-K dated July 15, 2024)

31.1						Certification of Principal Executive Officer pursuant to Exchange Act Rules 13a-14(a) and 15d-14(a)

31.2						Certification of Principal Financial Officer pursuant to Exchange Act Rules 13a-14(a) and 15d-14(a)

32.1						Section 1350 Certification of Principal Executive Officer

32.2						Section 1350 Certification of Principal Financial Officer

101.INS						XBRL Instance Document

101.SCH						XBRL Taxonomy Extension Schema Document

101.CAL						XBRL Taxonomy Extension Calculation Linkbase Document

101.DEF						XBRL Taxonomy Extension Definition Linkbase Document

101.LAB						XBRL Taxonomy Extension Label Linkbase Document

101.PRE						XBRL Taxonomy Extension Presentation Linkbase Document

104						Cover Page Inline XBRL File (included in Exhibit 101)

** Indicates management contract or compensation plan or agreement.

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.


	ACCEL ENTERTAINMENT, INC.

Date: October 30, 2024	By:	/s/ Christie Kozlik
		Christie Kozlik Chief Accounting Officer

Exhibit 31.1

Certification of Principal Executive Officer

I, Andrew Rubenstein, certify that:

1. I have reviewed this Quarterly Report on Form 10-Q of Accel Entertainment, Inc.;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.


Date: October 30, 2024						/s/ Andrew Rubenstein
						Andrew Rubenstein
						Chief Executive Officer (Principal Executive Officer)

Exhibit 31.2

Certification of Principal Financial Officer

I, Mathew Ellis, certify that:

1. I have reviewed this Quarterly Report on Form 10-Q of Accel Entertainment, Inc.;

b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.


Date: October 30, 2024						/s/ Mathew Ellis
						Mathew Ellis
						Chief Financial Officer (Principal Financial Officer)

Exhibit 32.1

Section 1350 Certification of Principal Executive Officer

In connection with the Quarterly Report on Form 10-Q of Accel Entertainment, Inc. (the “Company”) for the three months ended September 30, 2024 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Andrew Rubenstein, Chief Executive Officer of the Company, certify, to the best of my knowledge and belief, pursuant to 18 U.S.C. § 1350, as adopted pursuant to § 906 of the Sarbanes-Oxley Act of 2002, that:

(1)The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934 (15 U.S.C. 78m(a) or 78o(d)); and

(2)The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.



/s/ Andrew Rubenstein
Andrew Rubenstein
Chief Executive Officer (Principal Executive Officer)

Date: October 30, 2024

This certification accompanies the Quarterly Report on Form 10-Q to which it relates, is not deemed filed with the Securities and Exchange Commission and is not to be incorporated by reference into any filing of Accel Entertainment, Inc. under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended (whether made before or after the date of the Quarterly Report on Form 10-Q), irrespective of any general incorporation language contained in such filing.

Exhibit 32.2

Section 1350 Certification of Principal Financial Officer

In connection with the Quarterly Report on Form 10-Q of Accel Entertainment, Inc. (the “Company”) for the three months ended September 30, 2024 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Mathew Ellis, Chief Financial Officer of the Company, certify, to the best of my knowledge and belief, pursuant to 18 U.S.C. § 1350, as adopted pursuant to § 906 of the Sarbanes-Oxley Act of 2002, that:

(1)The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934 (15 U.S.C. 78m(a) or 78o(d)); and

(2)The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.



/s/ Mathew Ellis
Mathew Ellis
Chief Financial Officer (Principal Financial Officer)

Date: October 30, 2024

Cover Page - shares	9 Months Ended
Cover Page - shares	Sep. 30, 2024	Oct. 28, 2024
Cover [Abstract]
Document Type	10-Q
Document Quarterly Report	true
Document Period End Date	Sep. 30, 2024
Document Transition Report	false
Entity File Number	001-38136
Entity Registrant Name	Accel Entertainment, Inc.
Entity Incorporation, State or Country Code	DE
Entity Tax Identification Number	98-1350261
Entity Address, Address Line One	140 Tower Drive
Entity Address, City or Town	Burr Ridge
Entity Address, State or Province	IL
Entity Address, Postal Zip Code	60527
City Area Code	630
Local Phone Number	972-2235
Title of 12(b) Security	Class A-1 Common Stock, par value $.0001 per share
Trading Symbol	ACEL
Security Exchange Name	NYSE
Entity Current Reporting Status	Yes
Entity Interactive Data Current	Yes
Entity Filer Category	Accelerated Filer
Entity Small Business	false
Entity Emerging Growth Company	false
Entity Shell Company	false
Entity Common Stock, Shares Outstanding		82,343,457
Amendment Flag	false
Document Fiscal Year End Date	--12-31
Document Fiscal Year Focus	2024
Document Fiscal Period Focus	Q3
Entity Central Index Key	0001698991

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME (Unaudited) - USD ($) shares in Thousands, $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2024	Sep. 30, 2023	Sep. 30, 2024	Sep. 30, 2023
Total net revenues	$ 302,227	$ 287,497	$ 913,457	$ 873,352
Operating expenses:
Cost of revenue (exclusive of depreciation and amortization expense shown below)	210,841	198,743	633,325	604,603
Cost of manufacturing goods sold (exclusive of depreciation and amortization expense shown below)	962	2,065	5,283	5,627
General and administrative	47,930	45,183	142,105	132,421
Depreciation and amortization of property and equipment	11,001	9,405	32,229	27,914
Amortization of intangible assets and route and customer acquisition costs	5,781	5,299	16,808	15,825
Other expenses, net	3,867	1,682	13,620	5,006
Total operating expenses	280,382	262,377	843,370	791,396
Operating income	21,845	25,120	70,087	81,956
Interest expense, net	9,164	8,415	26,730	24,546
Loss from unconsolidated affiliates	1	0	1	0
Loss on change in fair value of contingent earnout shares	4,216	1,625	4,190	11,063
Income before income tax expense	8,464	15,080	39,166	46,347
Income tax expense	3,569	4,630	12,269	16,732
Net income	$ 4,895	$ 10,450	$ 26,897	$ 29,615
Earnings per common share:
Basic (in usd per share)	$ 0.06	$ 0.12	$ 0.32	$ 0.34
Diluted (in usd per share)	$ 0.06	$ 0.12	$ 0.32	$ 0.34
Weighted average number of common shares outstanding:
Basic (in shares)	82,952	85,865	83,718	86,305
Diluted (in shares)	84,322	87,114	84,890	87,022
Comprehensive income
Net income	$ 4,895	$ 10,450	$ 26,897	$ 29,615
Unrealized (loss) gain on interest rate caplets (net of income tax (benefit) expense of $(1,526), $37, $(1,524), and $(3) respectively)	(4,075)	97	(4,071)	(7)
Comprehensive income	820	10,547	22,826	29,608
Net gaming
Total net revenues	289,923	274,123	871,300	831,054
Amusement
Total net revenues	5,104	5,411	16,772	17,839
Manufacturing
Total net revenues	1,705	3,334	9,122	9,886
ATM fees and other
Total net revenues	$ 5,495	$ 4,629	$ 16,263	$ 14,573

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME (Parenthetical) (Unaudited) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2024	Sep. 30, 2023	Sep. 30, 2024	Sep. 30, 2023
Income Statement [Abstract]
Income taxes for unrealized (loss) gain on interest rate caplets	$ (1,526)	$ 37	$ (1,524)	$ (3)

CONDENSED CONSOLIDATED BALANCE SHEETS (Unaudited) - USD ($) $ in Thousands	Sep. 30, 2024	Dec. 31, 2023
Current assets:
Cash and cash equivalents	$ 265,085	$ 261,611
Accounts receivable, net	7,830	13,467
Prepaid expenses	8,168	6,287
Inventories	9,090	7,681
Interest rate caplets	5,510	8,140
Deposits	18,293	6,555
Other current assets	9,347	8,853
Total current assets	323,323	312,594
Property and equipment, net	281,917	260,813
Noncurrent assets:
Route and customer acquisition costs, net	23,725	19,188
Location contracts acquired, net	176,793	176,311
Goodwill	102,151	101,554
Other intangible assets, net	18,715	20,542
Interest rate caplets, net of current	1,176	4,871
Other assets	22,406	17,020
Total noncurrent assets	344,966	339,486
Total assets	950,206	912,893
Current liabilities:
Current maturities of debt	28,490	28,483
Current portion of route and customer acquisition costs payable	2,122	1,505
Accrued location gaming expense	8,921	9,350
Accrued state gaming expense	30,503	18,364
Accounts payable and other accrued expenses	36,462	36,012
Accrued compensation and related expenses	10,108	12,648
Current portion of consideration payable	2,766	3,288
Total current liabilities	119,372	109,650
Long-term liabilities:
Debt, net of current maturities	525,572	514,091
Route and customer acquisition costs payable, less current portion	7,306	4,955
Consideration payable, less current portion	10,882	4,201
Contingent earnout share liability	36,017	31,827
Other long-term liabilities	6,188	7,015
Deferred income tax liability, net	38,150	42,750
Total long-term liabilities	624,115	604,839
Stockholders’ equity:
Preferred Stock, par value of $0.0001; 1,000,000 shares authorized; 0 shares issued and outstanding at September 30, 2024 and December 31, 2023	0	0
Additional paid-in capital	210,225	203,046
Treasury stock, at cost	(133,760)	(112,070)
Accumulated other comprehensive income	3,865	7,936
Accumulated earnings	126,381	99,484
Total stockholders' equity	206,719	198,404
Total liabilities and stockholders' equity	950,206	912,893
Class A-1 Common Stock
Stockholders’ equity:
Common Stock	$ 8	$ 8

CONDENSED CONSOLIDATED BALANCE SHEETS (Unaudited) (Parenthetical) - $ / shares	Sep. 30, 2024	Dec. 31, 2023
Preferred stock, par value (in usd per share)	$ 0.0001	$ 0.0001
Preferred stock, authorized (in shares)	1,000,000	1,000,000
Preferred stock, issued (in shares)	0	0
Preferred stock, outstanding (in shares)	0	0
Class A-1 Common Stock
Common stock, par value (in usd per share)	$ 0.0001	$ 0.0001
Common stock, shares authorized (in shares)	250,000,000	250,000,000
Common stock, shares issued (in shares)	95,409,648	95,016,960
Common stock, shares outstanding (in shares)	82,430,205	84,123,385

CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS EQUITY (Unaudited) - USD ($) $ in Thousands	Total	Common Stock	Additional Paid-In Capital	Treasury Stock	Accumulated Other Comprehensive Income	Accumulated Deficit
Beginning balance (in shares) at Dec. 31, 2022		86,674,390
Beginning balance at Dec. 31, 2022	$ 178,590	$ 9	$ 194,157	$ (81,697)	$ 12,240	$ 53,881
Beginning balance (in shares) at Dec. 31, 2022				(7,829,661)
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Repurchase of common stock (in shares)		(476,718)		(476,718)
Repurchase of common stock	(4,206)			$ (4,206)
Stock-based compensation	1,688		1,688
Exercise of stock-based awards, net of shares withheld (in shares)		247,153
Exercise of stock-based awards, net of shares withheld	(602)		(602)
Unrealized gain (loss) on interest rate caplets, net of taxes	(2,166)				(2,166)
Net income	9,182					9,182
Ending balance (in shares) at Mar. 31, 2023		86,444,825
Ending balance at Mar. 31, 2023	182,486	$ 9	195,243	$ (85,903)	10,074	63,063
Ending balance (in shares) at Mar. 31, 2023				(8,306,379)
Beginning balance (in shares) at Dec. 31, 2022		86,674,390
Beginning balance at Dec. 31, 2022	178,590	$ 9	194,157	$ (81,697)	12,240	53,881
Beginning balance (in shares) at Dec. 31, 2022				(7,829,661)
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Unrealized gain (loss) on interest rate caplets, net of taxes	(7)
Net income	29,615
Ending balance (in shares) at Sep. 30, 2023		85,389,889
Ending balance at Sep. 30, 2023	198,774	$ 9	200,545	$ (97,509)	12,233	83,496
Ending balance (in shares) at Sep. 30, 2023				(9,494,752)
Beginning balance (in shares) at Mar. 31, 2023		86,444,825
Beginning balance at Mar. 31, 2023	182,486	$ 9	195,243	$ (85,903)	10,074	63,063
Beginning balance (in shares) at Mar. 31, 2023				(8,306,379)
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Repurchase of common stock (in shares)		(887,174)		(887,174)
Repurchase of common stock	(8,230)			$ (8,230)
Stock-based compensation	2,567		2,567
Exercise of stock-based awards, net of shares withheld (in shares)		48,074
Exercise of stock-based awards, net of shares withheld	(120)		(120)
Unrealized gain (loss) on interest rate caplets, net of taxes	2,062				2,062
Net income	9,983					9,983
Ending balance (in shares) at Jun. 30, 2023		85,605,725
Ending balance at Jun. 30, 2023	188,748	$ 9	197,690	$ (94,133)	12,136	73,046
Ending balance (in shares) at Jun. 30, 2023				(9,193,553)
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Repurchase of common stock (in shares)		(301,199)		(301,199)
Repurchase of common stock	(3,376)			$ (3,376)
Stock-based compensation	2,718		2,718
Exercise of stock-based awards, net of shares withheld (in shares)		85,363
Exercise of stock-based awards, net of shares withheld	137		137
Unrealized gain (loss) on interest rate caplets, net of taxes	97				97
Net income	10,450					10,450
Ending balance (in shares) at Sep. 30, 2023		85,389,889
Ending balance at Sep. 30, 2023	198,774	$ 9	200,545	$ (97,509)	12,233	83,496
Ending balance (in shares) at Sep. 30, 2023				(9,494,752)
Beginning balance (in shares) at Dec. 31, 2023		84,123,385
Beginning balance at Dec. 31, 2023	198,404	$ 8	203,046	$ (112,070)	7,936	99,484
Beginning balance (in shares) at Dec. 31, 2023				(10,893,575)
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Repurchase of common stock (in shares)		(594,817)		(594,817)
Repurchase of common stock	(6,182)			$ (6,182)
Stock-based compensation	2,350		2,350
Exercise of stock-based awards, net of shares withheld (in shares)		249,700
Exercise of stock-based awards, net of shares withheld	(940)		(940)
Unrealized gain (loss) on interest rate caplets, net of taxes	1,081				1,081
Net income	7,416					7,416
Ending balance (in shares) at Mar. 31, 2024		83,778,268
Ending balance at Mar. 31, 2024	202,129	$ 8	204,456	$ (118,252)	9,017	106,900
Ending balance (in shares) at Mar. 31, 2024				(11,488,392)
Beginning balance (in shares) at Dec. 31, 2023		84,123,385
Beginning balance at Dec. 31, 2023	198,404	$ 8	203,046	$ (112,070)	7,936	99,484
Beginning balance (in shares) at Dec. 31, 2023				(10,893,575)
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Unrealized gain (loss) on interest rate caplets, net of taxes	(4,071)
Net income	26,897
Ending balance (in shares) at Sep. 30, 2024		82,430,205
Ending balance at Sep. 30, 2024	206,719	$ 8	210,225	$ (133,760)	3,865	126,381
Ending balance (in shares) at Sep. 30, 2024				(12,979,443)
Beginning balance (in shares) at Mar. 31, 2024		83,778,268
Beginning balance at Mar. 31, 2024	202,129	$ 8	204,456	$ (118,252)	9,017	106,900
Beginning balance (in shares) at Mar. 31, 2024				(11,488,392)
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Repurchase of common stock (in shares)		(905,932)		(905,932)
Repurchase of common stock	(9,293)			$ (9,293)
Stock-based compensation	3,235		3,235
Exercise of stock-based awards, net of shares withheld (in shares)		85,817
Exercise of stock-based awards, net of shares withheld	(492)		(492)
Unrealized gain (loss) on interest rate caplets, net of taxes	(1,077)				(1,077)
Net income	14,586					14,586
Ending balance (in shares) at Jun. 30, 2024		82,958,153
Ending balance at Jun. 30, 2024	209,088	$ 8	207,199	$ (127,545)	7,940	121,486
Ending balance (in shares) at Jun. 30, 2024				(12,394,324)
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Repurchase of common stock (in shares)		(585,119)		(585,119)
Repurchase of common stock	(6,215)			$ (6,215)
Stock-based compensation	3,342		3,342
Exercise of stock-based awards, net of shares withheld (in shares)		57,171
Exercise of stock-based awards, net of shares withheld	(316)		(316)
Unrealized gain (loss) on interest rate caplets, net of taxes	(4,075)				(4,075)
Net income	4,895					4,895
Ending balance (in shares) at Sep. 30, 2024		82,430,205
Ending balance at Sep. 30, 2024	$ 206,719	$ 8	$ 210,225	$ (133,760)	$ 3,865	$ 126,381
Ending balance (in shares) at Sep. 30, 2024				(12,979,443)

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited) - USD ($) $ in Thousands	9 Months Ended
	Sep. 30, 2024	Sep. 30, 2023
Cash flows from operating activities:
Net income	$ 26,897	$ 29,615
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization of property and equipment	32,229	27,914
Amortization of intangible assets and route and customer acquisition costs	16,808	15,825
Amortization of debt issuance costs	1,348	1,349
Loss on change in fair value of contingent earnout shares	4,190	11,063
Stock-based compensation	8,927	6,973
Loss on disposal of property and equipment	618	94
Net loss on write-off of route and customer acquisition costs and route and customer acquisition costs payable	947	784
Remeasurement of contingent consideration	5,764	178
Payments on consideration payable	(2,091)	(2,123)
Accretion of interest on route and customer acquisition costs payable, contingent consideration, and contingent stock consideration	1,131	1,141
Deferred income taxes	(3,076)	9,047
Changes in operating assets and liabilities:
Prepaid expenses, deposits and other current assets	(2,608)	(1,183)
Accounts receivable, net	5,637	(2,196)
Inventories	(1,409)	167
Route and customer acquisition costs	(7,155)	(2,762)
Route and customer acquisition costs payable	2,661	(449)
Accounts payable and accrued expenses	15,830	1,783
Accrued compensation and related expenses	(2,540)	(1,415)
Other assets	3,557	(3,798)
Net cash provided by operating activities	107,665	92,007
Cash flows from investing activities:
Purchases of property and equipment	(55,088)	(60,218)
Proceeds from the sale of property and equipment	689	1,464
Proceeds from the settlement of convertible notes	0	32,065
Deposits against a portion of the purchase price on a pending business acquisition	(11,763)	(4,600)
Investment in unconsolidated affiliate	(5,000)	0
Loss from unconsolidated affiliates	1	0
Business and asset acquisitions, net of cash acquired	(19,063)	(4,115)
Net cash used in investing activities	(90,224)	(35,404)
Cash flows from financing activities:
Proceeds from debt	49,500	123,000
Payments on debt	(38,625)	(152,875)
Payments for debt issuance costs	0	(300)
Payments for repurchase of common stock	(21,475)	(15,655)
Payments on interest rate caplets	(736)	(723)
Proceeds from exercise of stock-based awards	68	208
Payments on finance leases	(164)	0
Payments on consideration payable	(439)	(3,022)
Tax withholding on stock-based payments	(2,096)	(961)
Net cash used in financing activities	(13,967)	(50,328)
Net increase in cash and cash equivalents	3,474	6,275
Cash and cash equivalents:
Beginning of period	261,611	224,113
End of period	265,085	230,388
Cash payments for:
Interest, net	24,545	22,586
Income taxes	14,840	7,575
Supplemental schedules of noncash investing and financing activities:
Purchases of property and equipment in accounts payable and accrued liabilities	10,655	11,655
Deferred premium on interest rate caplets	1,323	2,302
Acquisition of businesses and assets:
Total identifiable net assets acquired	21,164	4,115
Less consideration payable	(2,101)	0
Cash purchase price	$ 19,063	$ 4,115

Description of Business	9 Months Ended
Description of Business	Sep. 30, 2024
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Description of Business	Description of Business Accel Entertainment, Inc. (and together with its subsidiaries, the “Company” or “Accel”) is a leading distributed gaming operator in the United States (“U.S.”). The Company has operations in Illinois, Montana, Nevada, Nebraska, Georgia, Iowa, and Pennsylvania. The Company is subject to the various gaming regulations in the states in which it operates, as well as various other federal, state and local laws and regulations. The Company’s business primarily consists of the installation, maintenance, operation and servicing of gaming terminals and related equipment, redemption devices that disburse winnings and contain automated teller machine (“ATM”) functionality, and amusement devices in authorized non-casino locations such as bars, restaurants, convenience stores, truck stops, and fraternal and veteran establishments across the country. The Company also operates stand-alone ATMs in gaming and non-gaming locations.

Summary of Significant Accounting Policies

9 Months Ended

Sep. 30, 2024

Accounting Policies [Abstract]

Summary of Significant Accounting Policies

The Company recorded a loss from unconsolidated affiliates of less than $0.1 million for both the three and nine months ended September 30, 2024.

Total net revenues for the three and nine months ended September 30, 2024 and 2023 are further disaggregated by the primary states in which the Company operates.


(in thousands)	Three Months Ended September 30,				Nine Months Ended September 30,
	2024		2023			2024		2023
Net revenues by state:
Illinois	$	223,338	$	212,113		$	675,294	$	647,903
Montana	39,648		39,362			120,372		115,088
Nevada	28,350		28,003			86,881		87,833
Nebraska	6,538		4,802			18,621		13,213
Other	4,353		3,217			12,289		9,315
Total net revenues	$	302,227	$	287,497		$	913,457	$	873,352

Inventories

9 Months Ended

Sep. 30, 2024

Inventory Disclosure [Abstract]

Inventories

Inventories consist of the following as of September 30, 2024 and December 31, 2023 (in thousands):


	September 30, 2024		December 31, 2023
Raw materials and manufacturing supplies	$	7,394	$	5,693
Finished products	1,696		1,988
Total inventories	$	9,090	$	7,681

As of September 30, 2024 and December 31, 2023, no inventory valuation allowance was determined to be necessary.

Investment in Convertible Notes	9 Months Ended
Investment in Convertible Notes	Sep. 30, 2024
Investments, Debt and Equity Securities [Abstract]
Investment in Convertible Notes	Investment in Convertible Notes On May 31, 2023, the Company and Gold Rush Amusements, Inc. (“Gold Rush”), another terminal operator in Illinois, entered into a settlement agreement which resolved any and all lawsuits and all outstanding obligations under the Company’s investment in Gold Rush’s convertible notes. As part of the settlement, the Company received $32.5 million from Gold Rush in June 2023, which included the repayment of the face value of the convertible notes plus accrued interest as well as a $0.4 million prepayment on future amounts due. In addition, the Company has a receivable from Gold Rush of $1.4 million as of September 30, 2024, which represents the present value of the remaining $1.5 million due from Gold Rush by May 2025, and is presented within other current assets in the condensed consolidated balance sheets. The Company also recorded a gain of $1.7 million in the second quarter of 2023, which is included in other expenses, net on the condensed consolidated statements of operations and comprehensive income for the nine months ended September 30, 2023.

Property and Equipment

9 Months Ended

Sep. 30, 2024

Property, Plant and Equipment [Abstract]

Property and Equipment

Property and equipment consist of the following as of September 30, 2024, and December 31, 2023 (in thousands):


	September 30, 2024		December 31, 2023
Gaming terminals, software and equipment	$	401,916	$	361,662
Amusement, ATM and other equipment	28,788		27,182
Office equipment and furniture	3,868		3,385
Computer equipment and software	21,831		20,592
Leasehold improvements	9,939		8,281
Vehicles	21,945		19,862
Buildings and improvements	17,104		14,047
Land	2,998		2,469
Construction in progress	1,683		5,480
Total property and equipment	510,072		462,960
Less accumulated depreciation and amortization	(228,155)		(202,147)
Total property and equipment, net	$	281,917	$	260,813

Route and Customer Acquisition Costs

9 Months Ended

Sep. 30, 2024

Revenue from Contract with Customer [Abstract]

Route and Customer Acquisition Costs

Route and customer acquisition costs consisted of the following as of September 30, 2024 and December 31, 2023 (in thousands):


	September 30, 2024		December 31, 2023
Cost	$	39,263	$	33,855
Accumulated amortization	(15,538)		(14,667)
Route and customer acquisition costs, net	$	23,725	$	19,188

Location Contracts Acquired

9 Months Ended

Sep. 30, 2024

Goodwill and Intangible Assets Disclosure [Abstract]

Location Contracts Acquired


	September 30, 2024		December 31, 2023
Cost	$	300,520	$	286,728
Accumulated amortization	(123,727)		(110,417)
Location contracts acquired, net	$	176,793	$	176,311

Goodwill and Other Intangible Assets

9 Months Ended

Sep. 30, 2024

Goodwill and Intangible Assets Disclosure [Abstract]

Goodwill and Other Intangible Assets

For the full allocation of the purchase price for these acquisitions, see Note 10.

The following is a roll forward of the Company's goodwill (in thousands):


Goodwill balance as of January 1, 2024	$	101,554
Addition to goodwill for acquisition of Jorgenson’s Lounge	306



Addition to goodwill for acquisition of 24th Street Station	146
Addition to goodwill for acquisition of Lucky 7s	145
Goodwill balance as of September 30, 2024	$	102,151

Other intangible assets

Other intangible assets consist of the following as of September 30, 2024 and December 31, 2023 (in thousands):


		September 30, 2024						December 31, 2023
	Amortization Period	Gross Carrying Amount		Accumulated Amortization		Net Carrying Amount		Gross Carrying Amount		Accumulated Amortization		Net Carrying Amount

Customer Relationships	7 years	$	6,800	$	(2,267)	$	4,533	$	6,800	$	(1,538)	$	5,262
Software Applications	8 years	7,800		(2,275)		5,525		7,800		(1,544)		6,256
Trade Names	20 years	9,800		(1,143)		8,657		9,800		(776)		9,024
		$	24,400	$	(5,685)	$	18,715	$	24,400	$	(3,858)	$	20,542

Amortization expense of other intangible assets was $0.6 million and $1.8 million for both the three and nine months ended September 30, 2024, and September 30, 2023, respectively.

Indefinite-lived intangible assets

Debt

9 Months Ended

Sep. 30, 2024

Debt Disclosure [Abstract]

Debt

The Company’s debt as of September 30, 2024 and December 31, 2023, consisted of the following (in thousands):


	September 30, 2024		December 31, 2023
Senior Secured Credit Facility:
Revolving credit facility	$	77,500	$	46,000
Term Loan	297,500		310,625
Delayed Draw Term Loan	181,250		188,750
Total borrowings	556,250		545,375
Add: Remaining premium on interest rate caplets financed as debt	1,323		2,059
Less: Debt issuance costs	(3,511)		(4,860)
Total debt, net of debt issuance costs	554,062		542,574
Less: Current maturities	(28,490)		(28,483)
Total debt, net of current maturities	$	525,572	$	514,091

As of September 30, 2024, the weighted-average interest rate on the Company’s borrowings was approximately 7.6%.

Interest rate caplets

Business Acquisitions

9 Months Ended

Sep. 30, 2024

Business Combination, Asset Acquisition, and Joint Venture Formation [Abstract]

Business Acquisitions

2024 Business Acquisitions

24th Street Station

Lucky 7s

Jorgenson’s Lounge

Illinois Gaming Entertainment

Great Lakes Vending

Doc & Eddy’s

Pending Business Acquisition

Louisiana acquisition

Fairmount

2023 Business Acquisitions

Illinois Video Slot Management

Illinois Gaming Entertainment

The results of operations for all IGE acquisitions are included in the condensed consolidated financial statements of the Company from the date of acquisition and were not material.

Rendezvous

Consideration Payable

Current and long-term portions of consideration payable consist of the following as of September 30, 2024 and December 31, 2023 (in thousands):


	September 30, 2024				December 31, 2023
	Current		Long-Term		Current		Long-Term
TAV*	$	509	$	—	$	2,005	—
Fair Share Gaming*	863		4,887		504		92

Skyhigh*	562		4,241		528		3,941


IVSM	99		178		94		168
IGE	576		1,576		—		—

Tom's Amusements*	57		—		57		—


Island*	100		—		100		—


Total	$	2,766	$	10,882	$	3,288	$	4,201

* Acquisitions that occurred prior to 2023.

Contingent Earnout Share Liability	9 Months Ended
Contingent Earnout Share Liability	Sep. 30, 2024
Business Combination, Asset Acquisition, and Joint Venture Formation [Abstract]
Contingent Earnout Share Liability	Contingent Earnout Share Liability Pursuant to the terms of the Company’s Amended and Restated Certificate of Incorporation, the Company authorized and has available for issuance 10,000,000 shares of Class A-2 common stock. The holders of the Class A-2 common stock do not have voting rights and are not entitled to receive or participate in any dividends or distributions when and if declared from time to time. The Company concluded that the Class A-2 common stock should be reflected as a contingent earnout share liability due to the fact that such shares are not entitled to dividends, voting rights, or a stake in the Company in the case of liquidation. The contingent earnout share liability is recorded at fair value. For more information on how the fair value is determined, see Note 12. In 2019, 5,000,000 shares of Class A-2 common stock were issued, subject to the conditions set forth in a restricted stock agreement (the “Restricted Stock Agreement”), which sets forth the terms upon which the Class A-2 common stock will be exchanged for an equal number of validly issued, fully paid and non-assessable Class A-1 common stock. The exchange of Class A-2 common stock for Class A-1 common stock will be subject to the terms and conditions set forth in the Restricted Stock Agreement, with such exchanges occurring in three separate tranches upon the satisfaction of the specified triggers, based on the closing sale price of Class A-1 common stock exceeding certain prices over certain trading periods. In 2020, the market condition for the settlement of Tranche I was satisfied. As a result, 1,666,636 shares of the 1,666,666 shares of Class A-2 common stock were converted into Class A-1 common stock. The market conditions for the remaining two Tranches are as follows: •Tranche II, equal to 1,666,667 shares of Class A-2 common stock, will be exchanged for Class A-1 common stock if the closing sale price of Class A-1 common stock on the New York Stock Exchange (“NYSE”) equals or exceeds $14.00 for at least twenty trading days in any consecutive thirty trading day period; and •Tranche III, equal to 1,666,667 shares of Class A-2 common stock, will be exchanged for Class A-1 common stock if the closing sale price of Class A-1 common stock on the NYSE equals or exceeds $16.00 for at least twenty trading days in any consecutive thirty trading day period.

Fair Value Measurements

9 Months Ended

Sep. 30, 2024

Fair Value Disclosures [Abstract]

Fair Value Measurements

Assets measured at fair value

The following tables summarize the Company’s assets that are measured at fair value on a recurring basis (in thousands):

Fair Value Measurement at Reporting Date Using

September 30, 2024

Quoted Prices in Active Markets for Identical Assets
(Level 1)

Significant Other Observable Inputs (Level 2)

Significant Unobservable Inputs (Level 3)

Assets:

Interest rate caplets

6,686

—

6,686

—

Fair Value Measurement at Reporting Date Using

December 31, 2023

Quoted Prices in Active Markets for Identical Assets
(Level 1)

Significant Other Observable Inputs (Level 2)

Significant Unobservable Inputs (Level 3)

Assets:

Interest rate caplets

13,011

—

13,011

—

Interest rate caplets

Liabilities measured at fair value

The following tables summarizes the Company’s liabilities that are measured at fair value on a recurring basis (in thousands):


			Fair Value Measurement at Reporting Date Using
	September 30, 2024		Quoted Prices in Active Markets for Identical Assets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)
Liabilities:
Contingent consideration	$	12,862	$	—	$	—	$	12,862
Contingent earnout shares	36,017		—		36,017		—
Warrants	13		—		13		—
Total	$	48,892	$	—	$	36,030	$	12,862


			Fair Value Measurement at Reporting Date Using
	December 31, 2023		Quoted Prices in Active Markets for Identical Assets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)
Liabilities:
Contingent consideration	$	5,484	$	—	$	—	$	5,484
Contingent earnout shares	31,827		—		31,827		—
Warrants	13		—		13		—
Total	$	37,324	$	—	$	31,840	$	5,484

Contingent Consideration

Contingent earnout shares

Warrants

There were no transfers in or out of Level 3 for the periods presented.

Stockholders' Equity	9 Months Ended
Stockholders' Equity	Sep. 30, 2024
Equity [Abstract]
Stockholders' Equity	Stockholders’ Equity Pursuant to the terms of the Company’s Amended and Restated Certificate of Incorporation, the Company authorized and has available for issuance the following shares: Class A-1 Common Stock The holders of the Class A-1 common stock are entitled to one vote for each share. The holders of Class A-1 common stock are entitled to receive dividends or other distributions when and if declared from time to time and share equally on a per share basis in such dividends and distributions, subject to such rights of the holders of preferred stock. Treasury Stock On November 22, 2021, the Company’s Board of Directors approved a share repurchase program of up to $200 million shares of Class A-1 common stock. The timing and actual number of shares repurchased will depend on a variety of factors, including price, general business and market conditions, and alternative investment opportunities. Under the repurchase program, repurchases can be made from time to time using a variety of methods, including open market purchases or privately negotiated transactions, in compliance with the rules of the SEC and other applicable legal requirements. The repurchase program does not obligate the Company to acquire any particular amount of shares, and the repurchase program may be suspended or discontinued at any time at the Company’s discretion. As of September 30, 2024, the Company acquired a total of 13,495,065 shares under the plan at a total purchase price of $139.5 million, of which 2,085,868 shares at a total purchase price of $21.5 million were acquired during the nine months ended September 30, 2024.

Stock-based Compensation	9 Months Ended
Stock-based Compensation	Sep. 30, 2024
Share-Based Payment Arrangement [Abstract]
Stock-based Compensation	Stock-based Compensation The Company grants various types of stock-based compensation awards. The Company measures its stock-based compensation expense based on the grant date fair value of the award and recognizes the expense over the requisite service period for the respective award. Under the Accel Entertainment, Inc. Long Term Incentive Plan, the Company issued 319,731 restricted stock units (“RSUs”) to the Board of Directors and certain eligible employees during the first quarter of 2024, which will vest over a period of 3 to 4 years for employees and by the end of 2024 for the Board of Directors. The Company also issued 149,381 performance-based restricted stock units (“PSUs”) to certain eligible employees during the first quarter of 2024, which will vest after 3 years. The numbers of shares earned upon vesting of the PSUs, if any, is based on the attainment of performance goals over the performance period, subject to continued service, except for employees who are retirement eligible and in certain other limited circumstances. The estimated grant date fair value of these RSUs and PSUs totaled $5.3 million. The Company issued 403,760 RSUs to certain eligible employees during the second quarter of 2024, which will vest over a period of 1 to 3 years. The estimated grant date fair value of these RSUs totaled $4.0 million. The Company issued 184,612 RSUs to certain eligible employees during the third quarter of 2024, which will vest over a period of 3 to 4 years. The estimated grant date fair value of these RSUs totaled $2.1 million. Stock-based compensation expense, which pertains to the Company’s stock options, RSUs and PSUs, was $3.3 million and $8.9 million for the three and nine months ended September 30, 2024, respectively. In comparison, stock-based compensation expense was $2.7 million and $7.0 million for the three and nine months ended September 30, 2023, respectively. Stock-based compensation expense is included within general and administrative expenses in the condensed consolidated statements of operations and other comprehensive income.

Income Taxes	9 Months Ended
Income Taxes	Sep. 30, 2024
Income Tax Disclosure [Abstract]
Income Taxes	Income Taxes The Company recognized income tax expense of $3.6 million and $12.3 million for the three and nine months ended September 30, 2024, respectively. In comparison, the Company recognized income tax expense of $4.6 million and $16.7 million for the three and nine months ended September 30, 2023, respectively. The Company calculates its provision for income taxes during interim reporting periods by applying an estimate of the annual effective tax rate to its year-to-date pretax book income or loss. The effective tax rate (income taxes as a percentage of income before income taxes) was 42.2% and 31.3% for the three and nine months ended September 30, 2024, respectively. In comparison, the Company’s effective tax rate was 30.7% and 36.1% for the three and nine month ended September 30, 2023, respectively. The Company’s 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 income tax purposes and was the primary driver for the fluctuations in the tax rate year over year.

Commitments and Contingencies	9 Months Ended
Commitments and Contingencies	Sep. 30, 2024
Commitments and Contingencies Disclosure [Abstract]
Commitments and Contingencies	Commitments and Contingencies Lawsuits and claims are filed against the Company from time to time in the ordinary course of business, including related to employee matters, employment of professionals and non-compete clauses and agreements. Other than settled matters explained as follows, these actions are in various stages, and no judgments or decisions have been rendered. Management, after reviewing matters with legal counsel, believes that the outcome of such matters will not have a material adverse effect on the Company’s financial position or results of operations. The Company has been involved in a series of related litigated matters stemming from claims that it wrongly contracted with 10 different licensed establishments (the “Defendant Establishments”) in 2012 in violation of the contractual rights held by J&J Ventures Gaming, LLC (“J&J”), as further described below. On August 21, 2012, one of the Company’s operating subsidiaries entered into certain agreements with Jason Rowell (“Rowell”), a member of Action Gaming LLC (“Action Gaming”), which was an unlicensed terminal operator that had exclusive rights to place and operate gaming terminals within a number of establishments, including the Defendant Establishments. Under agreements with Rowell, the Company agreed to pay him for each licensed establishment which decided to enter into an exclusive location agreement with Accel. In late August and early September 2012, each of the Defendant Establishments signed a separate location agreement with the Company, purporting to grant the Company the exclusive right to operate gaming terminals in those establishments. Separately, on August 24, 2012, Action Gaming sold and assigned its rights to all its location agreements to J&J, including its exclusive rights with the Defendant Establishments (the “J&J Assigned Agreements”). At the time of the assignment of such rights to J&J, the Defendant Establishments were not yet licensed by the IGB. Action Gaming, J&J, and other parties, collectively, the Plaintiffs, filed a complaint against the Company, Rowell, and other parties in the Circuit Court of Cook County, Illinois (the “Circuit Court”), on August 31, 2012, as amended on November 1, 2012, December 19, 2012, and October 3, 2013, alleging, among other things, that Accel aided and abetted Rowell in breaches of his fiduciary duties and contractual obligations with Action Gaming and tortiously interfered with Action Gaming’s contracts with Rowell and agreements assigned to J&J. The complaint seeks damages and injunctive and equitable relief. On January 24, 2018, the Company filed a motion to dismiss for lack of subject matter jurisdiction, as further described below. On May 14, 2018, the Circuit Court denied the Company’s motion to dismiss and granted a stay to the case, pending a ruling from the IGB on the validity of the J&J Assigned Agreements. From 2013 to 2015, the Plaintiffs filed additional claims, including J&J Ventures Gaming, LLC et al. v. Wild, Inc. (“Wild”), in various circuit courts seeking declaratory judgments with a number of establishments, including each of the Defendant Establishments, requesting declarations that, among other things, J&J held the exclusive right to operate gaming terminals at each of the Defendant Establishments as a result of the J&J Assigned Agreements. The Company was granted leave to intervene in all of the declaratory judgments. The circuit courts found that the J&J Assigned Agreements were valid because each of the underlying location agreements were between an unlicensed establishment and an unlicensed terminal operator, and therefore did not constitute use agreements that were otherwise precluded from assignment under the IGB’s regulations. Upon the Company’s appeal, the Illinois Appellate Court, Fifth District (the “District Court”), vacated the circuit courts’ judgments and dismissed the appeals, holding that the IGB had exclusive jurisdiction over the matter that formed the basis of the parties’ claims, and declined to consider the merits of the parties’ disputes. On September 22, 2016, and after the IGB intervened, the Supreme Court of Illinois issued a judgment in Wild, affirming the District Court’s decision vacating the circuit courts’ judgments for lack of subject matter jurisdiction and dismissing the appeals, determining that the IGB has exclusive jurisdiction to decide the validity and enforceability of gaming terminal use agreements. Between May 2017 and September 2017, both the Company and J&J filed petitions with the IGB seeking adjudication of the rights of the parties and the validity of the use agreements. Those petitions were recently adjudicated by the IGB, largely in the Company’s favor, and J&J has filed a new lawsuit to challenge the IGB’s rulings. The Company does not have a present estimate regarding the potential damages, if any, that could potentially be awarded in this litigation and, accordingly, has established no reserves relating to such matters. There are also petitions pending with the IGB which could lead to the Company obtaining new locations. On October 7, 2019, the Company filed a lawsuit in the Circuit Court of Cook County, Illinois against Rowell and other parties related to Rowell’s breaches of his non-compete agreement with Accel. The Company alleged that Rowell and a competitor were working together to interfere with the Company’s customer relationships. On November 7, 2019, Rowell filed a lawsuit in the Circuit Court of Cook County, Illinois against the Company alleging that he had not received certain equity interests in the Company to which he was allegedly entitled under his agreement. On July 18, 2024, the Company and Rowell entered into a settlement agreement pursuant to which the Company paid Rowell $0.1 million in exchange for a mutual release of the Company's claims against Rowell and Rowell's claims against the Company. The litigation involving Action Gaming, J&J, and the other parties, as described above, remains pending. On July 2, 2019, Illinois Gaming Investors, LLC filed a lawsuit against the Company. The lawsuit alleges that a current employee violated his non-competition agreement with Illinois Gaming Investors, LLC, and together with the Company, wrongfully solicited prohibited licensed video gaming locations. The parties settled this dispute in April 2022. On December 18, 2020, the Company received a disciplinary complaint from the IGB alleging violations of the Video Gaming Act and the IGB’s Adopted Rules for Video Gaming. The disciplinary complaint sought to fine the Company in the amount of $5 million. On July 6, 2023, the IGB and the Company entered into a settlement agreement for $1.1 million of which $1.0 million is the fine for the alleged conduct and $0.1 million is for reimbursement of administrative and investigative costs. The amount was paid in the third quarter of 2023. As a result of the settlement agreement, the Company has agreed to review similar initiatives with the IGB before implementing a new program or making any public announcements, require additional annual training of its employees, and provide additional compliance disclosures to the IGB. On March 9, 2022, the Company filed a lawsuit in the Circuit Court of Cook County, Illinois against Gold Rush relating to the Gold Rush convertible notes. The complaint sought damages for breach of contract and the implied covenant of good faith and fair dealing as well as unjust enrichment. On June 22, 2022, Gold Rush filed a lawsuit in the Circuit Court of Cook County, Illinois against the Company. The lawsuit alleged that the Company tortiously interfered with Gold Rush’s business activities and engaged in misconduct with respect to the Gold Rush convertible notes. On April 22, 2022, the Company filed a petition in the Circuit Court of Cook County, Illinois to judicially review the IGB's decision to deny the requested transfer of Gold Rush common stock in respect of the Company’s conversion of the convertible notes. Discovery ensued on these lawsuits but both suits were dismissed with prejudice as a result of the previously mentioned settlement between the Company and Gold Rush on the convertible notes. The Company also withdrew its petition to judicially review the IGB's decision. For more information, see Note 4. On March 25, 2022, Midwest Electronics Gaming LLC (“Midwest”) filed an administrative review action against the Illinois Gaming Board, the Company and J&J in the Circuit Court of Cook County, Illinois seeking administrative review of decisions of the IGB ruling in favor of the Company and J&J and against Midwest regarding the validity of certain use agreements covering locations currently serviced by Midwest. No monetary damages are sought against the Company. The Company filed a motion to dismiss Midwest’s amended complaint, which was granted in part and denied in part. In July 2022, an enforcement action was brought against the Company by an Illinois municipality related to an alleged violation of an ordinance requiring the collection of an additional tax, the enforceability of which is currently being contested by the Illinois Gaming Machine Operators Association. Rather than litigate the alleged violation, the Company pled no contest and paid an initial penalty to the municipality in October 2022 and for the remaining months of 2022. The Company continued to negotiate with and voluntarily make the appropriate payments to the municipality during 2023 and 2024. In February 2023, an Illinois municipality issued an order against the Company for the alleged failure to pay a terminal operator tax (“TO Tax”) for the privilege of operating gaming terminals within the municipality. The TO Tax was adopted by the municipality on June 8, 2021, but there was no enforcement of this tax until the Company was issued a notice of hearing in February 2023. In April 2023, the Company, along with numerous other terminal operators, filed a complaint in the Circuit Court of Cook County, Illinois contesting the validity and enforceability of the TO Tax and won a temporary restraining order to stay the order. Currently, the matter remains pending as a result of a motion to consolidate and to finalize the assignment of the judge. The results for the nine months ended September 30, 2024 and 2023 included a loss of $0.3 million and $1.4 million, respectively, related to these matters and is included within general and administrative expenses in the condensed consolidated statements of operations and other comprehensive income.

Earnings Per Share

9 Months Ended

Sep. 30, 2024

Earnings Per Share [Abstract]

Earnings Per Share

The components of basic and diluted earnings per share (“EPS”) were as follows for the three and nine months ended September 30 (in thousands, except per share amounts):


	Three Months Ended September 30,				Nine Months Ended September 30,
	2024		2023		2024		2023

Net income	$	4,895	$	10,450	$	26,897	$	29,615



Basic weighted average outstanding shares of common stock	82,952		85,865		83,718		86,305
Dilutive effect of stock-based awards for common stock	1,370		1,249		1,172		717



Diluted weighted average outstanding shares of common stock	84,322		87,114		84,890		87,022

Earnings per common share:
Basic	$	0.06	$	0.12	$	0.32	$	0.34
Diluted	$	0.06	$	0.12	$	0.32	$	0.34

Pay vs Performance Disclosure - USD ($) $ in Thousands	3 Months Ended						9 Months Ended
Pay vs Performance Disclosure - USD ($) $ in Thousands	Sep. 30, 2024	Jun. 30, 2024	Mar. 31, 2024	Sep. 30, 2023	Jun. 30, 2023	Mar. 31, 2023	Sep. 30, 2024	Sep. 30, 2023
Pay vs Performance Disclosure
Net income	$ 4,895	$ 14,586	$ 7,416	$ 10,450	$ 9,983	$ 9,182	$ 26,897	$ 29,615

Insider Trading Arrangements	3 Months Ended
Insider Trading Arrangements	Sep. 30, 2024
Trading Arrangements, by Individual
Rule 10b5-1 Arrangement Adopted	false
Non-Rule 10b5-1 Arrangement Adopted	false
Rule 10b5-1 Arrangement Terminated	false
Non-Rule 10b5-1 Arrangement Terminated	false

Summary of Significant Accounting Policies (Policies)	9 Months Ended
Summary of Significant Accounting Policies (Policies)	Sep. 30, 2024
Accounting Policies [Abstract]
Basis of presentation and preparation	Basis of presentation and preparation: The condensed consolidated financial statements and accompanying notes were prepared in conformity with U.S. generally accepted accounting principles (“GAAP”) and the rules and regulations of the Securities and Exchange Commission (“SEC”). The condensed consolidated financial statements include the accounts of the Company and of its wholly-owned subsidiaries. All significant intercompany balances and transactions have been eliminated in consolidation. In the opinion of management, the condensed consolidated financial statements include all recurring adjustments and normal accruals necessary for a fair presentation of the Company’s financial position, results of operations and cash flows for the dates and periods presented. These condensed consolidated financial statements should be read in conjunction with the consolidated financial statements and the related notes thereto included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2023 (the “Form 10-K”). In preparing our condensed consolidated financial statements, we applied the same significant accounting policies as described in Note 2 to the consolidated financial statements in the Form 10-K. Any significant changes to those accounting policies are discussed below. Interim results are not necessarily indicative of results for a full year.
Use of estimates	Use of estimates: The preparation of the condensed consolidated financial statements requires management to make estimates and assumptions that affect (i) the reported amounts of assets and liabilities, (ii) disclosure of contingent assets and liabilities at the date of the condensed consolidated financial statements and (iii) the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. Estimates used by the Company include, among other things, the useful lives for depreciable and amortizable assets, income tax provisions, the evaluation of the future realization of deferred tax assets, projected cash flows in assessing the initial valuation of intangible assets in conjunction with business acquisitions, the selection of useful lives for depreciable and amortizable assets in conjunction with business acquisitions, the valuation of level 3 investments, the valuation of contingent earnout shares and warrants, the valuation of interest rate caplets, contingencies, and the expected term of share-based compensation awards and stock price volatility when computing stock-based compensation expense. Actual results may differ from those estimates.
Segment information	Segment information: The Company operates as a single reportable segment. The Company’s chief operating decision maker (“CODM”) is the chief executive officer, who has ultimate responsibility for the operating performance of the Company and the allocation of its resources. The CODM assesses the Company’s performance and allocates resources based on consolidated results, and this is the only discrete financial information that is regularly reviewed by the CODM.
Equity method investments	Equity method investments: Investments in unconsolidated affiliates, which do not meet the controlling financial interest consolidation criteria of the authoritative accounting guidance for voting interest or variable interest entities, are accounted for under the equity method. The Company records its share of net income or loss from equity method investments within (Income) loss from unconsolidated affiliates in the condensed consolidated statements of operations and comprehensive income based on the most recently available financials after a lag of one quarter. The Company also adjusts the carrying value of its investments in unconsolidated affiliates based on its share of net income or loss from equity method investments. On June 17, 2024, the Company invested $5.0 million in HBC Gaming LLC (“HBC”), in exchange for a 5% equity interest. HBC is a local entertainment company based in Hampton, New Hampshire that specializes in providing a variety of gaming services to its customers. The Company’s 5% investment qualifies for equity method accounting. The Company recorded its initial investment of $5.0 million within other assets on the condensed consolidated balance sheets. The Company also has obligations to fund additional equity investments in the event certain construction and development milestones are met in an amount up to 10% ownership of HBC, on an undiluted basis, at an additional cost of up to $6.5 million. The Company recorded a loss from unconsolidated affiliates of less than $0.1 million for both the three and nine months ended September 30, 2024.
Revenue recognition	Revenue recognition: The Company generates revenues from the following types of services: gaming terminals, amusements, and ATMs. The Company also generates manufacturing revenue from the sale of gaming terminals and associated software. Revenue is disaggregated by type of revenue and is presented on the face of the condensed consolidated statements of operations and comprehensive income.
Recent accounting pronouncements	Recent accounting pronouncements: On November 27, 2023, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures, which requires public entities to disclose information about their reportable segments’ significant expenses regularly provided to the CODM. The amendments in this ASU enhance interim disclosure requirements, clarify circumstances in which an entity can disclose multiple segment measures of profit or loss, provide new segment disclosure requirements for entities with a single reportable segment, and contain other disclosure requirements. The ASU is effective for fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024. Entities must adopt the changes to the segment reporting guidance on a retrospective basis. The Company is currently evaluating the potential effect that this ASU will have on its financial statement disclosures. On December 14, 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures. The ASU requires disaggregated information about a reporting entity’s effective tax rate reconciliation as well as information on income taxes paid disaggregated by jurisdiction. The new requirements will be effective for annual periods beginning after December 15, 2024, and will be applied on a prospective basis with the option to apply the standard retrospectively. The Company is currently evaluating the potential effect that this ASU will have on its financial statement disclosures. Other recently issued accounting standards or pronouncements have been excluded because they are either not relevant to the Company, or are not expected to have, or did not have, a material effect on its condensed consolidated financial statements.

Summary of Significant Accounting Policies (Tables)

9 Months Ended

Sep. 30, 2024

Accounting Policies [Abstract]

Schedule of Disaggregation of Revenue

Total net revenues for the three and nine months ended September 30, 2024 and 2023 are further disaggregated by the primary states in which the Company operates.


(in thousands)	Three Months Ended September 30,				Nine Months Ended September 30,
	2024		2023			2024		2023
Net revenues by state:
Illinois	$	223,338	$	212,113		$	675,294	$	647,903
Montana	39,648		39,362			120,372		115,088
Nevada	28,350		28,003			86,881		87,833
Nebraska	6,538		4,802			18,621		13,213
Other	4,353		3,217			12,289		9,315
Total net revenues	$	302,227	$	287,497		$	913,457	$	873,352

Inventories (Tables)

9 Months Ended

Sep. 30, 2024

Inventory Disclosure [Abstract]

Schedule of Inventories

Inventories consist of the following as of September 30, 2024 and December 31, 2023 (in thousands):


	September 30, 2024		December 31, 2023
Raw materials and manufacturing supplies	$	7,394	$	5,693
Finished products	1,696		1,988
Total inventories	$	9,090	$	7,681

Property and Equipment (Tables)

9 Months Ended

Sep. 30, 2024

Property, Plant and Equipment [Abstract]

Schedule of Property and Equipment

Property and equipment consist of the following as of September 30, 2024, and December 31, 2023 (in thousands):


	September 30, 2024		December 31, 2023
Gaming terminals, software and equipment	$	401,916	$	361,662
Amusement, ATM and other equipment	28,788		27,182
Office equipment and furniture	3,868		3,385
Computer equipment and software	21,831		20,592
Leasehold improvements	9,939		8,281
Vehicles	21,945		19,862
Buildings and improvements	17,104		14,047
Land	2,998		2,469
Construction in progress	1,683		5,480
Total property and equipment	510,072		462,960
Less accumulated depreciation and amortization	(228,155)		(202,147)
Total property and equipment, net	$	281,917	$	260,813

Route and Customer Acquisition Costs (Tables)

9 Months Ended

Sep. 30, 2024

Revenue from Contract with Customer [Abstract]

Schedule of Route and Customer Acquisition Costs

Route and customer acquisition costs consisted of the following as of September 30, 2024 and December 31, 2023 (in thousands):


	September 30, 2024		December 31, 2023
Cost	$	39,263	$	33,855
Accumulated amortization	(15,538)		(14,667)
Route and customer acquisition costs, net	$	23,725	$	19,188

Location Contracts Acquired (Tables)

9 Months Ended

Sep. 30, 2024

Goodwill and Intangible Assets Disclosure [Abstract]

Schedule of Location Contracts Acquired

Location contracts acquired consisted of the following as of September 30, 2024 and December 31, 2023 (in thousands):


	September 30, 2024		December 31, 2023
Cost	$	300,520	$	286,728
Accumulated amortization	(123,727)		(110,417)
Location contracts acquired, net	$	176,793	$	176,311

Other intangible assets consist of the following as of September 30, 2024 and December 31, 2023 (in thousands):


		September 30, 2024						December 31, 2023
	Amortization Period	Gross Carrying Amount		Accumulated Amortization		Net Carrying Amount		Gross Carrying Amount		Accumulated Amortization		Net Carrying Amount

Customer Relationships	7 years	$	6,800	$	(2,267)	$	4,533	$	6,800	$	(1,538)	$	5,262
Software Applications	8 years	7,800		(2,275)		5,525		7,800		(1,544)		6,256
Trade Names	20 years	9,800		(1,143)		8,657		9,800		(776)		9,024
		$	24,400	$	(5,685)	$	18,715	$	24,400	$	(3,858)	$	20,542

Goodwill and Other Intangible Assets (Tables)

9 Months Ended

Sep. 30, 2024

Goodwill and Intangible Assets Disclosure [Abstract]

Schedule of Goodwill

The following is a roll forward of the Company's goodwill (in thousands):


Goodwill balance as of January 1, 2024	$	101,554
Addition to goodwill for acquisition of Jorgenson’s Lounge	306



Addition to goodwill for acquisition of 24th Street Station	146
Addition to goodwill for acquisition of Lucky 7s	145
Goodwill balance as of September 30, 2024	$	102,151

Schedule of Location Contracts Acquired

Location contracts acquired consisted of the following as of September 30, 2024 and December 31, 2023 (in thousands):


	September 30, 2024		December 31, 2023
Cost	$	300,520	$	286,728
Accumulated amortization	(123,727)		(110,417)
Location contracts acquired, net	$	176,793	$	176,311

Other intangible assets consist of the following as of September 30, 2024 and December 31, 2023 (in thousands):


		September 30, 2024						December 31, 2023
	Amortization Period	Gross Carrying Amount		Accumulated Amortization		Net Carrying Amount		Gross Carrying Amount		Accumulated Amortization		Net Carrying Amount

Customer Relationships	7 years	$	6,800	$	(2,267)	$	4,533	$	6,800	$	(1,538)	$	5,262
Software Applications	8 years	7,800		(2,275)		5,525		7,800		(1,544)		6,256
Trade Names	20 years	9,800		(1,143)		8,657		9,800		(776)		9,024
		$	24,400	$	(5,685)	$	18,715	$	24,400	$	(3,858)	$	20,542

Debt (Tables)

9 Months Ended

Sep. 30, 2024

Debt Disclosure [Abstract]

Schedule of Long-term Debt Instruments

The Company’s debt as of September 30, 2024 and December 31, 2023, consisted of the following (in thousands):


	September 30, 2024		December 31, 2023
Senior Secured Credit Facility:
Revolving credit facility	$	77,500	$	46,000
Term Loan	297,500		310,625
Delayed Draw Term Loan	181,250		188,750
Total borrowings	556,250		545,375
Add: Remaining premium on interest rate caplets financed as debt	1,323		2,059
Less: Debt issuance costs	(3,511)		(4,860)
Total debt, net of debt issuance costs	554,062		542,574
Less: Current maturities	(28,490)		(28,483)
Total debt, net of current maturities	$	525,572	$	514,091

Business Acquisitions (Tables)

9 Months Ended

Sep. 30, 2024

Business Combination, Asset Acquisition, and Joint Venture Formation [Abstract]

Schedule of Consideration Payable

Current and long-term portions of consideration payable consist of the following as of September 30, 2024 and December 31, 2023 (in thousands):


	September 30, 2024				December 31, 2023
	Current		Long-Term		Current		Long-Term
TAV*	$	509	$	—	$	2,005	—
Fair Share Gaming*	863		4,887		504		92

Skyhigh*	562		4,241		528		3,941


IVSM	99		178		94		168
IGE	576		1,576		—		—

Tom's Amusements*	57		—		57		—


Island*	100		—		100		—


Total	$	2,766	$	10,882	$	3,288	$	4,201

* Acquisitions that occurred prior to 2023.

Fair Value Measurements (Tables)

9 Months Ended

Sep. 30, 2024

Fair Value Disclosures [Abstract]

Schedule of Fair Value, Assets Measured on Recurring Basis

The following tables summarize the Company’s assets that are measured at fair value on a recurring basis (in thousands):

Fair Value Measurement at Reporting Date Using

September 30, 2024

Quoted Prices in Active Markets for Identical Assets
(Level 1)

Significant Other Observable Inputs (Level 2)

Significant Unobservable Inputs (Level 3)

Assets:

Interest rate caplets

6,686

—

6,686

—

Fair Value Measurement at Reporting Date Using

December 31, 2023

Quoted Prices in Active Markets for Identical Assets
(Level 1)

Significant Other Observable Inputs (Level 2)

Significant Unobservable Inputs (Level 3)

Assets:

Interest rate caplets

13,011

—

13,011

—

Schedule of Liabilities Measured on a Recurring Basis

The following tables summarizes the Company’s liabilities that are measured at fair value on a recurring basis (in thousands):


			Fair Value Measurement at Reporting Date Using
	September 30, 2024		Quoted Prices in Active Markets for Identical Assets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)
Liabilities:
Contingent consideration	$	12,862	$	—	$	—	$	12,862
Contingent earnout shares	36,017		—		36,017		—
Warrants	13		—		13		—
Total	$	48,892	$	—	$	36,030	$	12,862


			Fair Value Measurement at Reporting Date Using
	December 31, 2023		Quoted Prices in Active Markets for Identical Assets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)
Liabilities:
Contingent consideration	$	5,484	$	—	$	—	$	5,484
Contingent earnout shares	31,827		—		31,827		—
Warrants	13		—		13		—
Total	$	37,324	$	—	$	31,840	$	5,484

Earnings Per Share (Tables)

9 Months Ended

Sep. 30, 2024

Earnings Per Share [Abstract]

Schedule of Components of Basic and Diluted EPS

The components of basic and diluted earnings per share (“EPS”) were as follows for the three and nine months ended September 30 (in thousands, except per share amounts):


	Three Months Ended September 30,				Nine Months Ended September 30,
	2024		2023		2024		2023

Net income	$	4,895	$	10,450	$	26,897	$	29,615



Basic weighted average outstanding shares of common stock	82,952		85,865		83,718		86,305
Dilutive effect of stock-based awards for common stock	1,370		1,249		1,172		717



Diluted weighted average outstanding shares of common stock	84,322		87,114		84,890		87,022

Earnings per common share:
Basic	$	0.06	$	0.12	$	0.32	$	0.34
Diluted	$	0.06	$	0.12	$	0.32	$	0.34

Summary of Significant Accounting Policies- Schedule of Disaggregation of Revenue (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2024	Sep. 30, 2023	Sep. 30, 2024	Sep. 30, 2023
Disaggregation of Revenue [Line Items]
Total net revenues	$ 302,227	$ 287,497	$ 913,457	$ 873,352
Illinois
Disaggregation of Revenue [Line Items]
Total net revenues	223,338	212,113	675,294	647,903
Montana
Disaggregation of Revenue [Line Items]
Total net revenues	39,648	39,362	120,372	115,088
Nevada
Disaggregation of Revenue [Line Items]
Total net revenues	28,350	28,003	86,881	87,833
Nebraska
Disaggregation of Revenue [Line Items]
Total net revenues	6,538	4,802	18,621	13,213
Other
Disaggregation of Revenue [Line Items]
Total net revenues	$ 4,353	$ 3,217	$ 12,289	$ 9,315

Summary of Significant Accounting Policies - Narrative (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2024	Sep. 30, 2023	Sep. 30, 2024	Sep. 30, 2023	Jun. 17, 2024
Schedule of Equity Method Investments [Line Items]
Loss from unconsolidated affiliates	$ 1	$ 0	$ 1	$ 0
HBC Gaming LLC
Schedule of Equity Method Investments [Line Items]
Equity method investments					$ 5,000
Ownership percentage					5.00%
Triggering event ownership percentage					10.00%
Additional investment					$ 6,500
Loss from unconsolidated affiliates	$ 100		$ 100

Inventories (Details) - USD ($)	Sep. 30, 2024	Dec. 31, 2023
Inventory Disclosure [Abstract]
Raw materials and manufacturing supplies	$ 7,394,000	$ 5,693,000
Finished products	1,696,000	1,988,000
Total inventories	9,090,000	7,681,000
Inventory valuation reserves	$ 0	$ 0

Investment in Convertible Notes (Details) - Convertible Promissory Notes - USD ($) $ in Millions	1 Months Ended	3 Months Ended
	Jun. 30, 2023	Jun. 30, 2023	Sep. 30, 2024
Debt Securities, Available-for-sale [Line Items]
Settlements received on investments owned	$ 32.5
Investments, prepayment on future amounts due	$ 0.4	$ 0.4
Accrued investment income receivable			$ 1.4
Investments, amount due from other parties			$ 1.5
Realized investment gain		$ 1.7

Property and Equipment (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
Property and Equipment (Details) - USD ($) $ in Thousands	Sep. 30, 2024	Sep. 30, 2023	Sep. 30, 2024	Sep. 30, 2023	Dec. 31, 2023
Property, Plant and Equipment [Line Items]
Total property and equipment	$ 510,072		$ 510,072		$ 462,960
Less accumulated depreciation and amortization	(228,155)		(228,155)		(202,147)
Total property and equipment, net	281,917		281,917		260,813
Depreciation and amortization of property and equipment	11,000	$ 9,400	32,229	$ 27,914
Gaming terminals, software and equipment
Property, Plant and Equipment [Line Items]
Total property and equipment	401,916		401,916		361,662
Amusement, ATM and other equipment
Property, Plant and Equipment [Line Items]
Total property and equipment	28,788		28,788		27,182
Office equipment and furniture
Property, Plant and Equipment [Line Items]
Total property and equipment	3,868		3,868		3,385
Computer equipment and software
Property, Plant and Equipment [Line Items]
Total property and equipment	21,831		21,831		20,592
Leasehold improvements
Property, Plant and Equipment [Line Items]
Total property and equipment	9,939		9,939		8,281
Vehicles
Property, Plant and Equipment [Line Items]
Total property and equipment	21,945		21,945		19,862
Buildings and improvements
Property, Plant and Equipment [Line Items]
Total property and equipment	17,104		17,104		14,047
Land
Property, Plant and Equipment [Line Items]
Total property and equipment	2,998		2,998		2,469
Construction in progress
Property, Plant and Equipment [Line Items]
Total property and equipment	$ 1,683		$ 1,683		$ 5,480

Route and Customer Acquisition Costs - Narrative (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2024	Sep. 30, 2023	Sep. 30, 2024	Sep. 30, 2023	Dec. 31, 2023
Revenue from Contract with Customer [Abstract]
Gross payments due	$ 11,400		$ 11,400		$ 7,400
Net present value of payments due	9,400		9,400		6,500
Current portion of payments due	2,122		2,122		1,505
Customer acquisition cost asset	22,200		22,200		20,000
Capitalized contract cost, subject to claw back	1,400		1,400		$ 1,000
Amortization expense on route and customer acquisition costs	$ 600	$ 400	$ 1,700	$ 1,200

Route and Customer Acquisition Costs - Route and Customer Acquisition Costs (Details) - USD ($) $ in Thousands	Sep. 30, 2024	Dec. 31, 2023
Revenue from Contract with Customer [Abstract]
Cost	$ 39,263	$ 33,855
Accumulated amortization	(15,538)	(14,667)
Route and customer acquisition costs, net	$ 23,725	$ 19,188

Location Contracts Acquired - Location Contracts Acquired (Details) - USD ($) $ in Thousands	Sep. 30, 2024	Dec. 31, 2023
Goodwill and Intangible Assets Disclosure [Abstract]
Cost	$ 300,520	$ 286,728
Accumulated amortization	(123,727)	(110,417)
Location contracts acquired, net	$ 176,793	$ 176,311

Location Contracts Acquired - Narrative (Details) - USD ($) $ in Millions	3 Months Ended		9 Months Ended
	Sep. 30, 2024	Sep. 30, 2023	Sep. 30, 2024	Sep. 30, 2023
Finite-Lived Intangible Assets [Line Items]
Amortization expense	$ 0.6	$ 1.8	$ 0.6	$ 1.8
Location Contract
Finite-Lived Intangible Assets [Line Items]
Amortization expense	$ 4.6	$ 4.3	$ 13.3	$ 12.8

Goodwill and Other Intangible Assets - Narrative (Details) - USD ($) $ in Thousands			3 Months Ended		9 Months Ended
	Sep. 19, 2024	Jun. 26, 2024	Sep. 30, 2024	Sep. 30, 2023	Sep. 30, 2024	Sep. 30, 2023	Dec. 31, 2023
Acquired Indefinite-Lived Intangible Assets [Line Items]
Goodwill			$ 102,151		$ 102,151		$ 101,554
Tax exempt portion of goodwill			36,800		36,800
Amortization of intangible assets			600	$ 1,800	600	$ 1,800
Jorgenson's Lounge
Acquired Indefinite-Lived Intangible Assets [Line Items]
Goodwill		$ 300
Consideration transferred		$ 1,100
24th Street Station Casino
Acquired Indefinite-Lived Intangible Assets [Line Items]
Goodwill	$ 100
Consideration transferred	800
Lucky 7’s Beverages
Acquired Indefinite-Lived Intangible Assets [Line Items]
Goodwill	100
Consideration transferred	$ 800
Operating Licenses
Acquired Indefinite-Lived Intangible Assets [Line Items]
Indefinite-lived intangible assets (excluding goodwill)			$ 5,700		$ 5,700		$ 2,800
Minimum
Acquired Indefinite-Lived Intangible Assets [Line Items]
Expected useful life of intangibles (in years)			7 years		7 years
Maximum
Acquired Indefinite-Lived Intangible Assets [Line Items]
Expected useful life of intangibles (in years)			20 years		20 years

Goodwill and Other Intangible Assets - Schedule of Changes in Goodwill, Rollforward (Details) $ in Thousands	9 Months Ended
	Sep. 30, 2024 USD ($)
Goodwill [Roll Forward]
Beginning balance	$ 101,554
Ending balance	102,151
Jorgenson's Lounge
Goodwill [Roll Forward]
Addition to goodwill for acquisition	306
24th Street Station
Goodwill [Roll Forward]
Addition to goodwill for acquisition	146
Lucky 7’s
Goodwill [Roll Forward]
Addition to goodwill for acquisition	$ 145

Goodwill and Other Intangible Assets - Schedule of Goodwill and Intangible Assets (Details) - USD ($) $ in Thousands	Sep. 30, 2024	Dec. 31, 2023
Finite-Lived Intangible Assets [Line Items]
Gross Carrying Amount	$ 300,520	$ 286,728
Accumulated Amortization	(123,727)	(110,417)
Location contracts acquired, net	176,793	176,311
Century
Finite-Lived Intangible Assets [Line Items]
Gross Carrying Amount	24,400	24,400
Accumulated Amortization	(5,685)	(3,858)
Location contracts acquired, net	$ 18,715	20,542
Customer Relationships \| Century
Finite-Lived Intangible Assets [Line Items]
Amortization Period	7 years
Gross Carrying Amount	$ 6,800	6,800
Accumulated Amortization	(2,267)	(1,538)
Location contracts acquired, net	$ 4,533	5,262
Software Applications \| Century
Finite-Lived Intangible Assets [Line Items]
Amortization Period	8 years
Gross Carrying Amount	$ 7,800	7,800
Accumulated Amortization	(2,275)	(1,544)
Location contracts acquired, net	$ 5,525	6,256
Trade Names \| Century
Finite-Lived Intangible Assets [Line Items]
Amortization Period	20 years
Gross Carrying Amount	$ 9,800	9,800
Accumulated Amortization	(1,143)	(776)
Location contracts acquired, net	$ 8,657	$ 9,024

Debt - Long-term Debt Instruments (Details) - USD ($) $ in Thousands	Sep. 30, 2024	Dec. 31, 2023
Debt Instrument [Line Items]
Total borrowings	$ 556,250	$ 545,375
Add: Remaining premium on interest rate caplets financed as debt	1,323	2,059
Less: Debt issuance costs	(3,511)	(4,860)
Total debt, net of debt issuance costs	554,062	542,574
Less: Current maturities	(28,490)	(28,483)
Total debt, net of current maturities	525,572	514,091
Credit Agreement, Amendment \| Revolving credit facility
Debt Instrument [Line Items]
Total borrowings	77,500	46,000
Credit Agreement, Amendment \| Term Loan
Debt Instrument [Line Items]
Total borrowings	297,500	310,625
Credit Agreement, Amendment \| Delayed Draw Term Loan
Debt Instrument [Line Items]
Total borrowings	$ 181,250	$ 188,750

Debt - Narrative (Details)		3 Months Ended						9 Months Ended
Debt - Narrative (Details)	Jan. 12, 2022 USD ($) caplet	Sep. 30, 2024 USD ($)	Jun. 30, 2024 USD ($)	Mar. 31, 2024 USD ($)	Sep. 30, 2023 USD ($)	Jun. 30, 2023 USD ($)	Mar. 31, 2023 USD ($)	Sep. 30, 2024 USD ($)	Sep. 30, 2023 USD ($)	Oct. 31, 2024 USD ($)	Dec. 31, 2023 USD ($)
Debt Instrument [Line Items]
Total borrowings		$ 556,250,000						$ 556,250,000			$ 545,375,000
Unrealized (loss) gain on interest rate caplets, net of tax		(4,075,000)	$ (1,077,000)	$ 1,081,000	$ 97,000	$ 2,062,000	$ (2,166,000)	(4,071,000)	$ (7,000)
Other comprehensive income (loss), cash flow hedge, gain (loss), reclassification, after tax		$ 2,600,000			$ 2,500,000			$ 7,700,000	$ 6,700,000
Credit Agreement, Amendment \| Revolving credit facility
Debt Instrument [Line Items]
Weighted-average interest rate (as a percent)		7.60%						7.60%
Total borrowings		$ 77,500,000						$ 77,500,000			46,000,000
Credit Agreement, Amendment \| Revolving credit facility \| Subsequent Event
Debt Instrument [Line Items]
Total borrowings										$ 77,500,000
Credit Agreement, Amendment \| Delayed Draw Term Loan
Debt Instrument [Line Items]
Total borrowings		181,250,000						181,250,000			188,750,000
Credit Agreement, Amendment \| Delayed Draw Term Loan \| Subsequent Event
Debt Instrument [Line Items]
Total borrowings										119,000,000.0
Credit Agreement, Amendment \| Term Loan
Debt Instrument [Line Items]
Total borrowings		$ 297,500,000						$ 297,500,000			$ 310,625,000
Maximum borrowing capacity	$ 300,000,000
Debt instrument, term	4 years
Number of deferred premium caplets \| caplet	48
Pending Business Acquisition \| Subsequent Event
Debt Instrument [Line Items]
Total borrowings										35,000,000.0
Remaining Business Acquisition \| Subsequent Event
Debt Instrument [Line Items]
Total borrowings										$ 6,500,000

Business Acquisitions - Narrative- 2024 Business Acquisitions (Details) shares in Thousands, $ in Thousands									9 Months Ended
	Sep. 19, 2024 USD ($)	Jul. 12, 2024 USD ($) shares	Jun. 26, 2024 USD ($)	May 01, 2024 USD ($) day location	Feb. 22, 2024 USD ($) location	Jan. 10, 2024 USD ($)	Oct. 03, 2023 USD ($) location	May 23, 2023 USD ($) location	Sep. 30, 2024 USD ($)	Dec. 31, 2023 USD ($)	Aug. 10, 2023 USD ($)
Asset Acquisition [Line Items]
Goodwill									$ 102,151	$ 101,554
Illinois Gaming Entertainment
Asset Acquisition [Line Items]
Number of locations \| location				16			3	4
Asset acquisition, consideration transferred				$ 13,500			$ 2,300	$ 1,500
Payments to acquire productive assets				11,400
Asset acquisition, consideration transferred, contingent consideration				$ 2,100					2,200
Number of installments \| day				3
Asset acquisition, location contracts				$ 11,600			2,000	1,100
Asset acquisition, gaming equipment				1,600			$ 300	$ 400
Asset acquisition, redemption equipment				300
Illinois Gaming Entertainment \| Third Anniversary
Asset Acquisition [Line Items]
Asset acquisition, consideration transferred, contingent consideration				600
Illinois Gaming Entertainment \| Second Anniversary
Asset Acquisition [Line Items]
Asset acquisition, consideration transferred, contingent consideration				600
Illinois Gaming Entertainment \| First Anniversary
Asset Acquisition [Line Items]
Asset acquisition, consideration transferred, contingent consideration				600
Illinois Gaming Entertainment \| Fourth Anniversary
Asset Acquisition [Line Items]
Asset acquisition, consideration transferred, contingent consideration				$ 700
Great Lakes Vending
Asset Acquisition [Line Items]
Number of locations \| location					1
Asset acquisition, consideration transferred					$ 1,300
Asset acquisition, location contracts					1,200
Asset acquisition, gaming and redemption equipment					$ 100
Doc & Eddy’s
Asset Acquisition [Line Items]
Asset acquisition, consideration transferred						$ 2,300
Asset acquisition, recognized identifiable assets acquired and liabilities assumed, buildings						1,000
Asset acquisition recognized identifiable assets acquired and liabilities assumed intangibles						900
Asset acquisition, recognized identifiable assets acquired and liabilities assumed, land						$ 400
24th Street Station
Asset Acquisition [Line Items]
Consideration transferred	$ 800
Business combination, recognized identifiable assets acquired and liabilities assumed, indefinite-lived intangibles	700
Goodwill	100
Lucky 7’s
Asset Acquisition [Line Items]
Consideration transferred	800
Business combination, recognized identifiable assets acquired and liabilities assumed, indefinite-lived intangibles	700
Goodwill	$ 100
Jorgenson's Lounge
Asset Acquisition [Line Items]
Consideration transferred			$ 1,100
Business combination, recognized identifiable assets acquired and liabilities assumed, indefinite-lived intangibles			800
Goodwill			$ 300
Louisiana Distributed Gaming Operator
Asset Acquisition [Line Items]
Purchase price advance									$ 18,100
Face amount											$ 300
Fairmont Holdings
Asset Acquisition [Line Items]
Consideration transferred		$ 35,000
Trailing weighted average close price period		20 days
Shares issued in transaction (in shares) \| shares		3,450

Business Acquisitions - Narrative- 2023 Business Acquisitions (Details) $ in Thousands					9 Months Ended
	May 01, 2024 USD ($) location	Dec. 27, 2023 USD ($)	Oct. 03, 2023 USD ($) location	May 23, 2023 USD ($) location	Sep. 30, 2024 USD ($)	Dec. 31, 2023 USD ($)	Feb. 13, 2023 USD ($)
Business Acquisition [Line Items]
Goodwill					$ 102,151	$ 101,554
Rendezvous Casino and Burger Bar
Business Acquisition [Line Items]
Total purchase price							$ 2,600
Business combination, recognized identifiable assets acquired and liabilities assumed, indefinite-lived intangibles							800
Business combination, recognized identifiable assets acquired and liabilities assumed, land							500
Buildings totaling							400
Gaming equipment totaling							100
Goodwill							$ 800
Illinois Video Slot Management
Business Acquisition [Line Items]
Asset acquisition, consideration transferred		$ 1,000
Payments to acquire productive assets		700
Asset acquisition, consideration transferred, contingent consideration		300
Asset acquisition, location contracts		900
Illinois Video Slot Management \| Gaming Equipment
Business Acquisition [Line Items]
Asset acquisition, gaming equipment		100
Illinois Video Slot Management \| Second Anniversary
Business Acquisition [Line Items]
Asset acquisition, consideration transferred, contingent consideration, annual payment		100
Illinois Video Slot Management \| Third Anniversary
Business Acquisition [Line Items]
Asset acquisition, consideration transferred, contingent consideration, annual payment		100
Illinois Video Slot Management \| First Anniversary
Business Acquisition [Line Items]
Asset acquisition, consideration transferred, contingent consideration, annual payment		$ 100
Illinois Gaming Entertainment
Business Acquisition [Line Items]
Asset acquisition, consideration transferred	$ 13,500		$ 2,300	$ 1,500
Payments to acquire productive assets	11,400
Asset acquisition, consideration transferred, contingent consideration	2,100				$ 2,200
Asset acquisition, location contracts	11,600		2,000	1,100
Asset acquisition, gaming equipment	$ 1,600		$ 300	$ 400
Number of locations \| location	16		3	4
Illinois Gaming Entertainment \| Second Anniversary
Business Acquisition [Line Items]
Asset acquisition, consideration transferred, contingent consideration	$ 600
Illinois Gaming Entertainment \| Third Anniversary
Business Acquisition [Line Items]
Asset acquisition, consideration transferred, contingent consideration	600
Illinois Gaming Entertainment \| First Anniversary
Business Acquisition [Line Items]
Asset acquisition, consideration transferred, contingent consideration	$ 600

Business Acquisitions - Consideration Payable (Details) - USD ($) $ in Thousands	Sep. 30, 2024	Dec. 31, 2023
Business Acquisition [Line Items]
Current	$ 2,766	$ 3,288
Long-Term	10,882	4,201
TAV
Business Acquisition [Line Items]
Current	509	2,005
Long-Term	0	0
Fair Share Gaming
Business Acquisition [Line Items]
Current	863	504
Long-Term	4,887	92
Skyhigh
Business Acquisition [Line Items]
Current	562	528
Long-Term	4,241	3,941
IVSM
Business Acquisition [Line Items]
Current	99	94
Long-Term	178	168
IGE
Business Acquisition [Line Items]
Current	576	0
Long-Term	1,576	0
Tom's Amusements
Business Acquisition [Line Items]
Current	57	57
Long-Term	0	0
Island
Business Acquisition [Line Items]
Current	100	100
Long-Term	$ 0	$ 0

Contingent Earnout Share Liability (Details)	9 Months Ended
Contingent Earnout Share Liability (Details)	Sep. 30, 2024 day $ / shares shares	Dec. 31, 2020 shares	Dec. 31, 2019 tranche shares	Nov. 20, 2019 shares
Tranche III - LTM EBITDA or 20 trading days in consecutive 30 day trading period
Business Acquisition, Contingent Consideration [Line Items]
Maximum stock price of common stock before conversion (in usd per share) \| $ / shares	$ 16.00
Tranche II - LTM EBITDA or 20 trading days in consecutive 30 day trading period
Business Acquisition, Contingent Consideration [Line Items]
Maximum stock price of common stock before conversion (in usd per share) \| $ / shares	$ 14.00
Class A-2 Common Stock
Business Acquisition, Contingent Consideration [Line Items]
Class A-1 common stock reserved for issuance (in shares)				10,000,000
Class A-2 Common Stock \| Tranche III - LTM EBITDA or 20 trading days in consecutive 30 day trading period
Business Acquisition, Contingent Consideration [Line Items]
Number of shares converted (in shares)	1,666,667	1,666,636
Threshold trading days \| day	20
Threshold consecutive trading days \| day	30
Class A-2 Common Stock \| Tranche I - EBITDA for last 12 months or 20 trading days in consecutive 30 day trading period
Business Acquisition, Contingent Consideration [Line Items]
Number of shares converted (in shares)		1,666,666
Class A-2 Common Stock \| Tranche II - LTM EBITDA or 20 trading days in consecutive 30 day trading period
Business Acquisition, Contingent Consideration [Line Items]
Number of shares converted (in shares)	1,666,667
Threshold trading days \| day	20
Threshold consecutive trading days \| day	30
Class A-2 Common Stock \| Common Stock
Business Acquisition, Contingent Consideration [Line Items]
Shares issued (in shares)			5,000,000
Number of tranches upon satisfaction \| tranche			3

Fair Value Measurements - Fair Value, Assets Measured on Recurring Basis (Details) - USD ($) $ in Thousands	Sep. 30, 2024	Dec. 31, 2023
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Interest rate caplets	$ 5,510	$ 8,140
Fair Value, Recurring
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Interest rate caplets	6,686	13,011
Fair Value, Recurring \| Quoted Prices in Active Markets for Identical Assets (Level 1)
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Interest rate caplets	0	0
Fair Value, Recurring \| Significant Other Observable Inputs (Level 2)
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Interest rate caplets	6,686	13,011
Fair Value, Recurring \| Significant Unobservable Inputs (Level 3)
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Interest rate caplets	$ 0	$ 0

Fair Value Measurements - Liabilities Measured on a Recurring Basis (Details) - Fair Value, Recurring - USD ($) $ in Thousands	Sep. 30, 2024	Dec. 31, 2023
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Contingent consideration	$ 12,862	$ 5,484
Contingent earnout shares	36,017	31,827
Warrants	13	13
Total	48,892	37,324
Quoted Prices in Active Markets for Identical Assets (Level 1)
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Contingent consideration	0	0
Contingent earnout shares	0	0
Warrants	0	0
Total	0	0
Significant Other Observable Inputs (Level 2)
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Contingent consideration	0	0
Contingent earnout shares	36,017	31,827
Warrants	13	13
Total	36,030	31,840
Significant Unobservable Inputs (Level 3)
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Contingent consideration	12,862	5,484
Contingent earnout shares	0	0
Warrants	0	0
Total	$ 12,862	$ 5,484

Fair Value Measurements - Narrative (Details)	Sep. 30, 2024 shares
Fair Value Disclosures [Abstract]
Warrants outstanding (in shares)	5,144

Stockholders' Equity (Details) $ in Thousands		3 Months Ended						9 Months Ended	34 Months Ended
Stockholders' Equity (Details) $ in Thousands	Sep. 28, 2020 vote	Sep. 30, 2024 USD ($)	Jun. 30, 2024 USD ($)	Mar. 31, 2024 USD ($)	Sep. 30, 2023 USD ($)	Jun. 30, 2023 USD ($)	Mar. 31, 2023 USD ($)	Sep. 30, 2024 USD ($) shares	Sep. 30, 2024 USD ($) shares	Nov. 22, 2021 USD ($)
Class of Warrant or Right [Line Items]
Repurchase of common stock		$ 6,215	$ 9,293	$ 6,182	$ 3,376	$ 8,230	$ 4,206
Class A-1 Common Stock
Class of Warrant or Right [Line Items]
Common stock , voting rights, votes per share \| vote	1
Stock repurchase program, authorized amount (up to)										$ 200,000
Repurchase of common stock (in shares) \| shares								2,085,868	13,495,065
Repurchase of common stock								$ 21,500	$ 139,500

Stock-based Compensation (Details) - USD ($) $ in Millions	3 Months Ended				9 Months Ended
Stock-based Compensation (Details) - USD ($) $ in Millions	Sep. 30, 2024	Jun. 30, 2024	Mar. 31, 2024	Sep. 30, 2023	Sep. 30, 2024	Sep. 30, 2023
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Stock option compensation expense	$ 3.3			$ 2.7	$ 8.9	$ 7.0
PSUs & RSUs
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Estimated grant date fair value of options and RSUs granted			$ 5.3
RSU
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Restricted stock units granted (in shares)	184,612	403,760	319,731
Estimated grant date fair value of options and RSUs granted	$ 2.1	$ 4.0
RSU \| Employee \| Minimum
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Vesting period	3 years	1 year	3 years
RSU \| Employee \| Maximum
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Vesting period	4 years	3 years	4 years
PSU
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Restricted stock units granted (in shares)			149,381
PSU \| Employee
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Vesting period			3 years

Income Taxes (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
Income Taxes (Details) - USD ($) $ in Thousands	Sep. 30, 2024	Sep. 30, 2023	Sep. 30, 2024	Sep. 30, 2023
Income Tax Disclosure [Abstract]
Income tax expense (benefit)	$ 3,569	$ 4,630	$ 12,269	$ 16,732
Effective tax rate	42.20%	30.70%	31.30%	36.10%

Commitments and Contingencies (Details) $ in Millions				9 Months Ended		12 Months Ended
Commitments and Contingencies (Details) $ in Millions	Jul. 18, 2024 USD ($)	Jul. 06, 2023 USD ($)	Dec. 18, 2020 USD ($)	Sep. 30, 2024 USD ($)	Sep. 30, 2023 USD ($)	Dec. 31, 2012 defendant
Loss Contingencies [Line Items]
Number of defendant establishments \| defendant						10
Loss contingency, loss in period				$ 0.3	$ 1.4
IGB Complaint
Loss Contingencies [Line Items]
Litigation settlement, amount paid		$ 1.1
Damages sought			$ 5.0
IGB Complaint \| Alleged Conduct
Loss Contingencies [Line Items]
Litigation settlement, amount paid		1.0
IGB Complaint \| Administrative and Investigative Costs
Loss Contingencies [Line Items]
Litigation settlement, amount paid		$ 0.1
Rowell's Claim
Loss Contingencies [Line Items]
Litigation settlement, amount paid	$ 0.1

Earnings Per Share (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands	3 Months Ended						9 Months Ended
	Sep. 30, 2024	Jun. 30, 2024	Mar. 31, 2024	Sep. 30, 2023	Jun. 30, 2023	Mar. 31, 2023	Sep. 30, 2024	Sep. 30, 2023
Earnings Per Share [Abstract]
Net income	$ 4,895	$ 14,586	$ 7,416	$ 10,450	$ 9,983	$ 9,182	$ 26,897	$ 29,615
Basic weighted average outstanding shares of common stock (in shares)	82,952			85,865			83,718	86,305
Dilutive effect of stock-based awards for common stock (in shares)	1,370			1,249			1,172	717
Diluted weighted average outstanding shares of common stock (in shares)	84,322			87,114			84,890	87,022
Earnings Per Share, Basic and Diluted EPS [Abstract]
Basic (in usd per share)	$ 0.06			$ 0.12			$ 0.32	$ 0.34
Diluted (in usd per share)	$ 0.06			$ 0.12			$ 0.32	$ 0.34
Anti-dilutive options excluded from calculation of diluted EPS (in shares)							4,300	4,400

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