v3.26.1
Business and Asset Acquisitions
 6 Months Ended
Jun. 30, 2026
Business Combination, Asset Acquisition, Transaction between Entities under Common Control, and Joint Venture Formation [Abstract]  
Business and Asset Acquisitions Business and Asset Acquisitions
2026 Business Acquisitions
Green Valley
On June 1, 2026, the Company completed an acquisition with Midjit Market LLC, a Nevada based grocery chain, which is owned by Anabi Oil Corporation, and a terminal operator, Crawford Coin Machine Co. (collectively referred to as “Green Valley”). The acquisition was for a total purchase price of $5.8 million, of which the Company paid $5.5 million in cash at closing and the remaining $0.3 million is due to the seller and is recorded within accounts payable as of June 30, 2026. The Company paid the remaining $0.3 million in July 2026. The acquisition was accounted for as an asset acquisition in accordance with Topic 805. The purchase price was allocated to the following assets: i) gaming equipment totaling $4.0 million, ii) ATM equipment totaling $0.1 million, iii) gaming accessories totaling $0.1 million, iv) vehicles totaling $0.1 million, and v) location contracts totaling $1.5 million. The results of operations for Green Valley are included in the condensed consolidated financial statements of the Company from the date of acquisition and were not material.
Rice Palace
On June 1, 2026, the Company acquired Rice Palace, a Louisiana based operator and licensed video poker truck stop, for a total purchase price of $6.1 million, which included $5.3 million paid in cash at closing with the remaining $0.7 million recorded as consideration payable. The acquisition was accounted for as a business combination in accordance with Topic 805. The purchase price has been allocated to the tangible assets and identifiable intangible assets acquired and liabilities assumed based upon their estimated fair values as shown in the table below. The Company also assumed a lease for the land on which the acquired building is located. The excess of the purchase price over the tangible and intangible assets acquired and liabilities
assumed of $0.3 million has been recorded as goodwill. The Rice Palace acquisition resulted in goodwill as a result of a higher consideration paid driven by the maturity and quality of Rice Palace’s operations, industry and workforce. The Company integrated Rice Palace into its existing truck stop operations in Louisiana. The results of operations for Rice Palace are included in the condensed consolidated financial statements of the Company from the date of acquisition and were not material.
Cash paid$5,333 
Consideration payable
744 
Total consideration$6,077 
Cash and cash equivalents$99 
Inventory8 
Gaming equipment127 
Building1,607 
Furniture and fixtures50 
Location contracts3,875 
Right-of use asset2,484 
Short-term lease liability15 
Long-term lease liability(2,499)
Net assets acquired
5,766 
Goodwill$311 
Admira
On April 15, 2026, the Company completed an acquisition of certain assets of Admira LLC (“Admira”), an Illinois based terminal operator. The acquisition was for a total purchase price of $2.8 million, paid in cash at closing. The acquisition was accounted for as an asset acquisition in accordance with Topic 805. The purchase price was allocated to the following assets: i) location contracts totaling $2.3 million, and ii) gaming equipment totaling $0.5 million. The results of operations for Admira are included in the condensed consolidated financial statements of the Company from the date of acquisition and were not material.
2025 Business Acquisitions
Dynasty
On December 1, 2025, the Company acquired Dynasty Games (“Dynasty”), a Nevada based operator and owner of multiple licensed video poker establishments, for a total purchase price of $4.3 million, which included i) $4.0 million paid in cash at closing and ii) $0.3 million deposited in escrow that is tied to a contingent liability with a present value of $0.3 million on the date of acquisition. In April 2026, the Company paid $0.1 million of the contingent liability using the funds deposited in escrow. The acquisition was accounted for as an asset acquisition in accordance with Topic 805. The purchase price was allocated to the following assets: i) gaming equipment totaling $0.3 million, ii) vehicles totaling less than $0.1 million, iii) inventory totaling less than $0.1 million, iv) furniture & fixtures totaling less than $0.1 million, v) location contracts totaling $3.8 million, and vi) contingent liability totaling $0.3 million. The results of operations for Dynasty are included in the condensed consolidated financial statements of the Company from the date of acquisition and were not material.
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 June 30, 2026 and December 31, 2025. 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 June 30, 2026 and December 31, 2025 (in thousands):
June 30, 2026December 31, 2025
CurrentLong-TermCurrentLong-Term
Fair Share Gaming
$1,421 $7,984 $1,349 $8,050 
Skyhigh
539 4,209 520 3,998 
IVSM
97 — 194 — 
IGE
565 614 586 1,138 
Island
100 — 100 — 
Dynasty
122 — 243 — 
Randy’s— — 175 — 
Toucan Gaming
490 2,687 475 2,604 
Pelican171 — 239 — 
Rice Palace744 — — — 
Total$4,249 $15,494 $3,881 $15,790 
All acquisitions mentioned in the table above occurred prior to 2025 with the exception of Dynasty and Rice Palace.