INSE 10-Q
Inspired Entertainment, Inc. (INSE)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
For
the quarterly period ended
OR
For the transition period _______________
Commission
File Number:
(Exact name of registrant as specified in its charter)
| (State or other jurisdiction of | (I.R.S. Employer | |
| incorporation or organization) | Identification Number) |
| (Address of principal executive offices) | (Zip Code) |
Registrant’s
telephone number, including area code:
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.
Indicate
by check mark whether the registrant has submitted electronically every Interactive Date 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).
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 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 ☐ | ||
| 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 Exchange Act). Yes ☐ No
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||
| The
|
As of August 1, 2025, there were shares of the Company’s common stock issued and outstanding.
TABLE OF CONTENTS
| PART I. | FINANCIAL INFORMATION | 1 |
| ITEM 1. | FINANCIAL STATEMENTS (Unaudited) | 1 |
| Condensed Consolidated Balance Sheets | 1 | |
| Condensed Consolidated Statements of Operations and Comprehensive (Loss) Income | 2 | |
| Condensed Consolidated Statement of Stockholders’ Deficit | 3 | |
| Condensed Consolidated Statements of Cash Flows | 5 | |
| Notes to Condensed Consolidated Financial Statements | 6 | |
| ITEM 2. | MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS | 21 |
| ITEM 3. | QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK | 42 |
| ITEM 4. | CONTROLS AND PROCEDURES | 42 |
| PART II. | OTHER INFORMATION | 43 |
| ITEM 1. | LEGAL PROCEEDINGS | 43 |
| ITEM 1A. | RISK FACTORS | 43 |
| ITEM 2. | UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS | 43 |
| ITEM 3. | DEFAULTS UPON SENIOR SECURITIES | 43 |
| ITEM 4. | MINE SAFETY DISCLOSURES | 43 |
| ITEM 5. | OTHER INFORMATION | 43 |
| ITEM 6. | EXHIBITS | 44 |
| SIGNATURES | 45 | |
| i |
CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS
References in this report to “we,” “us,” “our,” the “Company” and “Inspired” refer to Inspired Entertainment, Inc. and its subsidiaries unless the context suggests otherwise.
Certain statements and other information set forth in this report, including in Item 2, “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and elsewhere herein, may relate to future events and expectations, and as such constitute “forward-looking statements” within the meaning of Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and Section 27A of the Securities Act of 1933, as amended (the “Securities Act”). Our forward-looking statements include, but are not limited to, statements regarding our business strategy, plans and objectives and our expected or contemplated future operations, results, financial condition, beliefs and intentions. In addition, any statements that refer to projections, forecasts or other characterizations or predictions of future events or circumstances, including any underlying assumptions on which such statements are expressly or implicitly based, are forward-looking statements. The words “anticipate,” “believe,” “continue,” “can,” “could,” “estimate,” “expect,” “intend,” “may,” “might,” “plan,” “possible,” “potential,” “predict,” “project,” “scheduled,” “seek,” “should,” “would” and similar expressions, among others, and negatives expressions including such words, may identify forward-looking statements.
Our forward-looking statements reflect our current expectations about our future results, performance, liquidity, financial condition, prospects and opportunities, and are based upon information currently available to us, our interpretation of what we believe to be significant factors affecting our business and many assumptions regarding future events. Actual results, performance, liquidity, financial condition, prospects and opportunities could differ materially from those expressed in, or implied by, our forward-looking statements. This could occur as a result of various risks and uncertainties, including the following:
| ● | government regulation of our industries; | |
| ● | our ability to compete effectively in our industries; | |
| ● | the effect of evolving technology on our business; | |
| ● | our ability to renew long-term contracts and retain customers, and secure new contracts and customers; | |
| ● | our ability to maintain relationships with suppliers; | |
| ● | our ability to protect our intellectual property; | |
| ● | our ability to protect our business against cybersecurity threats; | |
| ● | our ability to successfully grow by acquisition as well as organically; | |
| ● | fluctuations due to seasonality; | |
| ● | our ability to attract and retain key members of our management team; | |
| ● | our need for working capital; | |
| ● | our ability to secure capital for growth and expansion; | |
| ● | changing consumer, technology and other trends in our industries; | |
| ● | our ability to successfully operate across multiple jurisdictions and markets around the world; | |
| ● | changes in local, regional and global economic and political conditions; and | |
| ● | other factors described in the reports and documents we file from time to time with the U.S. Securities and Exchange Commission (the “SEC”). |
In light of these risks and uncertainties, and others discussed in this report, there can be no assurance that any matters covered by our forward-looking statements will develop as predicted, expected or implied. Readers should not place undue reliance on any forward-looking statements. Except as expressly required by the federal securities laws, we undertake no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events, changed circumstances or any other reason. We advise you to carefully review the reports and documents we file from time to time with the SEC.
| ii |
PART I - FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
INSPIRED ENTERTAINMENT, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
(in millions, except share data)
June 30, 2025 | December 31, 2024 | |||||||
| (Unaudited) | ||||||||
| Assets | ||||||||
Current assets | ||||||||
| Cash | $ | $ | ||||||
| Accounts receivable, net | ||||||||
| Inventory | ||||||||
| Prepaid expenses and other current assets | ||||||||
| Corporate tax and other current taxes receivable | ||||||||
| Total current assets | ||||||||
| Property and equipment, net | ||||||||
| Software development costs, net | ||||||||
| Other acquired intangible assets subject to amortization, net | ||||||||
| Goodwill | ||||||||
| Finance lease right of use asset | ||||||||
| Operating lease right of use asset | ||||||||
| Costs of obtaining and fulfilling customer contracts, net | ||||||||
| Deferred tax | ||||||||
| Other assets | ||||||||
| Total assets | $ | $ | ||||||
| Liabilities and Stockholders’ Deficit | ||||||||
| Current liabilities | ||||||||
| Accounts payable and accrued expenses | $ | $ | ||||||
| Corporate tax and other current taxes payable | ||||||||
| Deferred revenue, current | ||||||||
| Operating lease liabilities | ||||||||
| Current portion of long-term debt | ||||||||
| Current portion of finance lease liabilities | ||||||||
| Other current liabilities | ||||||||
| Total current liabilities | ||||||||
| Long-term debt | ||||||||
| Finance lease liabilities, net of current portion | ||||||||
| Deferred revenue, net of current portion | ||||||||
| Operating lease liabilities | ||||||||
| Other long-term liabilities | ||||||||
| Total liabilities | ||||||||
| Commitments and contingencies | ||||||||
Stockholders’ deficit | ||||||||
| Preferred stock; $ par value; shares authorized, shares issued and outstanding at June 30, 2025 and December 31, 2024, respectively. | ||||||||
| Common stock; $ par value; shares authorized; shares and shares issued and outstanding at June 30, 2025 and December 31, 2024, respectively | ||||||||
| Additional paid in capital | ||||||||
| Accumulated other comprehensive income | ||||||||
| Accumulated deficit | ( | ) | ( | ) | ||||
| Total stockholders’ deficit | ( | ) | ( | ) | ||||
| Total liabilities and stockholders’ deficit | $ | $ | ||||||
The accompanying notes are an integral part of these condensed consolidated financial statements.
| 1 |
INSPIRED ENTERTAINMENT, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME (LOSS)
(in millions, except share and per share data)
(Unaudited)
Three Months Ended June 30, | Six Months Ended June 30, | |||||||||||||||
| 2025 | 2024 | 2025 | 2024 | |||||||||||||
| Revenue: | ||||||||||||||||
| Service | $ | $ | $ | $ | ||||||||||||
| Product sales | ||||||||||||||||
| Total revenue | ||||||||||||||||
| Cost of sales: | ||||||||||||||||
| Cost of service (1) | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
| Cost of product sales (1) | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
| Selling, general and administrative expenses | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
| Depreciation and amortization | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
| Net operating income | ||||||||||||||||
| Other expense | ||||||||||||||||
| Interest expense, net | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
| Other finance income | ||||||||||||||||
| Total other expense, net | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
| Net income (loss) before income taxes | ( | ) | ( | ) | ||||||||||||
| Income tax (expense) benefit | ( | ) | ( | ) | ( | ) | ||||||||||
| Net (loss) income | ( | ) | ( | ) | ( | ) | ||||||||||
| Other comprehensive (loss) income: | ||||||||||||||||
| Foreign currency translation (loss) gain | ( | ) | ( | ) | ( | ) | ||||||||||
| Reclassification of loss on pension plan to comprehensive income | ||||||||||||||||
| Other comprehensive (loss) income | ( | ) | ( | ) | ||||||||||||
| Comprehensive (loss) income | $ | ( | ) | $ | $ | ( | ) | $ | ( | ) | ||||||
| Net (loss) income per common share – basic | $ | ( | ) | $ | $ | ( | ) | $ | ( | ) | ||||||
| Net (loss) income per common share - diluted | $ | ( | ) | $ | $ | ( | ) | $ | ( | ) | ||||||
| Weighted average number of shares outstanding during the period – basic | ||||||||||||||||
| Weighted average number of shares outstanding during the period – diluted | ||||||||||||||||
| Supplemental disclosure of stock-based compensation expense | ||||||||||||||||
| Stock-based compensation included in: | ||||||||||||||||
| Selling, general and administrative expenses | $ | ( | ) | $ | ( | ) | $ | ( | ) | $ | ( | ) | ||||
| (1) |
The accompanying notes are an integral part of these condensed consolidated financial statements.
| 2 |
INSPIRED ENTERTAINMENT, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ DEFICIT
FOR THE PERIOD JANUARY 1, 2025 TO JUNE 30, 2025
(in millions, except share data)
(Unaudited)
| Common stock | Additional paid in | Accumulated other comprehensive | Accumulated | Total stockholders’ | ||||||||||||||||||||
| Shares | Amount | capital | income | deficit | (deficit) | |||||||||||||||||||
| Balance as of January 1, 2025 | $ | $ | $ | $ | ( | ) | $ | ( | ) | |||||||||||||||
| Foreign currency translation adjustments | — | ( | ) | ( | ) | |||||||||||||||||||
| Reclassification of loss on pension plan to comprehensive income | — | |||||||||||||||||||||||
| Issuances under stock plans | ||||||||||||||||||||||||
| Stock-based compensation expense | — | |||||||||||||||||||||||
| Net loss | — | ( | ) | ( | ) | |||||||||||||||||||
| Balance as of March 31, 2025 | $ | $ | $ | $ | ( | ) | $ | ( | ) | |||||||||||||||
| Foreign currency translation adjustments | — | ( | ) | ( | ) | |||||||||||||||||||
| Reclassification of loss on pension plan to comprehensive income | — | |||||||||||||||||||||||
| Issuances under stock plans | ||||||||||||||||||||||||
| Stock-based compensation expense | — | |||||||||||||||||||||||
| Net loss | — | ( | ) | ( | ) | |||||||||||||||||||
| Balance as of June 30, 2025 | $ | $ | $ | $ | ( | ) | $ | ( | ) | |||||||||||||||
The accompanying notes are an integral part of these condensed consolidated financial statements.
| 3 |
INSPIRED ENTERTAINMENT, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ DEFICIT
FOR THE PERIOD JANUARY 1, 2024 TO JUNE 30, 2024
(in millions, except share data)
(Unaudited)
| Common stock | Additional paid in | Accumulated other comprehensive | Accumulated | Total stockholders’ | ||||||||||||||||||||
| Shares | Amount | capital | income | deficit | deficit | |||||||||||||||||||
| Balance as of January 1, 2024 | $ | $ | $ | $ | ( | ) | $ | ( | ) | |||||||||||||||
| Foreign currency translation adjustments | — | |||||||||||||||||||||||
| Reclassification of loss on pension plan to comprehensive income | — | |||||||||||||||||||||||
| Issuances under stock plans | ( | ) | ( | ) | ||||||||||||||||||||
| Stock-based compensation expense | — | |||||||||||||||||||||||
| Net loss | — | ( | ) | ( | ) | |||||||||||||||||||
| Balance as of March 31, 2024 | $ | $ | $ | $ | ( | ) | $ | ( | ) | |||||||||||||||
| Foreign currency translation adjustments | — | ( | ) | ( | ) | |||||||||||||||||||
| Reclassification of loss on pension plan to comprehensive income | — | |||||||||||||||||||||||
| Issuances under stock plans | ||||||||||||||||||||||||
| Stock-based compensation expense | — | |||||||||||||||||||||||
| Net income | — | |||||||||||||||||||||||
| Balance as of June 30, 2024 | $ | $ | $ | $ | ( | ) | $ | ( | ) | |||||||||||||||
The accompanying notes are an integral part of these condensed consolidated financial statements.
| 4 |
INSPIRED ENTERTAINMENT, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(in millions)
(Unaudited)
Six Months Ended June 30, | ||||||||
| 2025 | 2024 | |||||||
| Cash flows from operating activities: | ||||||||
| Net loss | $ | ( | ) | $ | ( | ) | ||
| Adjustments to reconcile net loss to net cash provided by operating activities: | ||||||||
| Depreciation and amortization | ||||||||
| Amortization of finance lease right of use asset | ||||||||
| Amortization of operating lease right of use asset | ||||||||
| Stock-based compensation expense | ||||||||
| Amortization of deferred financing fees relating to senior debt | ||||||||
| Deferred tax | ( | ) | ||||||
| Changes in assets and liabilities: | ||||||||
| Accounts receivable | ( | ) | ||||||
| Inventory | ||||||||
| Prepaid expenses and other assets | ( | ) | ||||||
| Corporate tax and other current taxes payable | ( | ) | ( | ) | ||||
| Accounts payable and accrued expenses | ( | ) | ||||||
| Deferred revenue and customer prepayment | ||||||||
| Operating lease liabilities | ( | ) | ( | ) | ||||
| Pension contributions | ( | ) | ( | ) | ||||
| Other long-term liabilities | ( | ) | ||||||
| Net cash provided by operating activities | ||||||||
| Cash flows from investing activities: | ||||||||
| Purchases of property and equipment | ( | ) | ( | ) | ||||
| Purchases of capital software and internally developed costs | ( | ) | ( | ) | ||||
| Contract cost expense | ( | ) | ( | ) | ||||
| Net cash used in investing activities | ( | ) | ( | ) | ||||
| Cash flows from financing activities: | ||||||||
| Debt introduced | ||||||||
| Repayments of long-term debt | ( | ) | ||||||
| Repayments of short-term debt | ( | ) | ||||||
| Debt fees incurred | ( | ) | ||||||
| Repayments of finance leases | ( | ) | ( | ) | ||||
| Net cash provided by (used in) financing activities | ( | ) | ||||||
| Effect of exchange rate changes on cash | ( | ) | ||||||
| Net increase (decrease) in cash | ( | ) | ||||||
| Cash, beginning of period | ||||||||
| Cash, end of period | $ | $ | ||||||
| Supplemental cash flow disclosures | ||||||||
| Cash paid during the period for interest | $ | $ | ||||||
| Cash paid during the period for income taxes | $ | $ | ||||||
| Cash paid during the period for operating leases | $ | $ | ||||||
| Supplemental disclosure of non-cash investing and financing activities | ||||||||
| Additional paid in capital from settlement of RSUs | $ | $ | ( | ) | ||||
| Lease liabilities arising from obtaining finance lease right of use assets | $ | ( | ) | $ | ||||
| Lease liabilities arising from obtaining operating lease right of use assets | $ | ( | ) | $ | ( | ) | ||
| Right of use property and equipment acquired through finance lease | $ | $ | ||||||
| ARO assets arising during the period | $ | $ | ||||||
The accompanying notes are an integral part of these condensed consolidated financial statements.
| 5 |
1. Nature of Operations, Management’s Plans and Summary of Significant Accounting Policies
Company Description and Nature of Operations
We are a global gaming technology company, supplying content, platform, gaming terminals and other products and services to online and land-based regulated lottery, betting and gaming operators worldwide through a broad range of distribution channels, predominantly on a business-to-business basis. We provide end-to-end digital gaming solutions (i) on our own proprietary and secure network, which accommodates a wide range of devices, including land-based gaming machine terminals, mobile devices and online computer applications and (ii) through third party networks. Our content and other products can be found through the consumer-facing portals of our interactive and online virtuals customers and, through our land-based customers, in licensed betting offices, adult gaming centers, pubs, bingo halls, airports, motorway service areas and leisure parks.
Management Liquidity Plans
As
of June 30, 2025, the Company’s cash on hand was $
Historically,
the Company has generally had positive cash flows from operating activities and has relied on a combination of cash flows provided by
operations and the incurrence of debt and/or the refinancing of existing debt to fund its obligations. Cash flows provided by operations
amounted to $
Management currently believes that the Company’s cash balances on hand, cash flows expected to be generated from operations, ability to control and defer capital projects and amounts available from the Company’s external borrowings will be sufficient to fund the Company’s net cash requirements through August 2026.
Basis of Presentation
The accompanying unaudited interim condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) for interim financial information and pursuant to the instructions to Form 10-Q and Article 8 of Regulation S-X of the SEC. Certain information or footnote disclosures normally included in financial statements prepared in accordance with U.S. GAAP have been condensed or omitted, pursuant to the rules and regulations of the SEC for interim financial reporting. Accordingly, they do not include all the information and footnotes necessary for a comprehensive presentation of financial position, results of operations, or cash flows. It is management’s opinion, however, that the accompanying unaudited interim condensed consolidated financial statements include all adjustments, consisting of a normal recurring nature, which are necessary for a fair presentation of the financial position, operating results and cash flows for the periods presented.
The accompanying unaudited interim condensed consolidated financial statements should be read in conjunction with the Company’s consolidated financial statements and notes thereto for the years ended December 31, 2024 and 2023. The financial information as of December 31, 2024 is derived from the audited consolidated financial statements presented in the Company’s Annual Report on Form 10-K for the year ended December 31, 2024 filed with the SEC on March 26, 2025 (the “2024 Form 10-K”). The financial information for the three and six months ended June 30, 2024 is derived from the unaudited consolidated financial statements presented in the Company’s Quarterly Report on Form 10-Q for the three and six months ended June 30, 2024 filed with the SEC on August 8, 2024, as revised (see note 19 to these financial statements for details of the revision). The interim results for the three and six months ended June 30, 2025 are not necessarily indicative of the results to be expected for the year ending December 31, 2025 or for any future interim periods.
| 6 |
2. Allowance for Credit Losses
Changes in the allowance for credit losses are as follows:
June 30, 2025 | December 31, 2024 | |||||||
| (in millions) | ||||||||
| Beginning balance | $ | ( | ) | $ | ( | ) | ||
| Additional allowance for credit losses | ( | ) | ||||||
| Write offs | ||||||||
| Foreign currency translation adjustments | ( | ) | ||||||
| Ending balance | $ | ( | ) | $ | ( | ) | ||
3. Inventory
Inventory consists of the following:
June 30, 2025 | December 31, 2024 | |||||||
| (in millions) | ||||||||
| Component parts | $ | $ | ||||||
| Work in progress | ||||||||
| Finished goods | ||||||||
| Total inventories | $ | $ | ||||||
Component parts include parts for gaming terminals. Our finished goods inventory primarily consists of gaming terminals which are ready for sale.
4. Prepaid Expenses and Other Assets
Prepaid expenses and other assets consist of the following:
| June 30, 2025 | December 31, 2024 | |||||||
| (in millions) | ||||||||
| Prepaid expenses and other assets | $ | $ | ||||||
| Unbilled accounts receivable | ||||||||
| $ | $ | |||||||
5. Accounts Payable and Accrued Expenses
Accounts payable and accrued expenses consist of the following:
June 30, 2025 | December 31, 2024 | |||||||
| (in millions) | ||||||||
| Accounts payable | $ | $ | ||||||
| Payroll and related costs | ||||||||
| Cost of sales including inventory | ||||||||
| Other creditors | ||||||||
| Total accounts payable and accrued expenses | $ | $ | ||||||
| 7 |
6. Contract Related Disclosures
The following table summarizes contract related balances:
Accounts Receivable | Unbilled Accounts Receivable | Right to recover asset | Deferred Income | Customer Prepayments and Deposits | ||||||||||||||||
| (in millions) | ||||||||||||||||||||
| At June 30, 2025 | $ | $ | $ | $ | ( | ) | $ | ( | ) | |||||||||||
| At December 31, 2024 | $ | $ | $ | $ | ( | ) | $ | ( | ) | |||||||||||
Revenue
recognized that was included in the deferred income balance at the beginning of the period amounted to $
For the three and six months ended June 30, 2025 and 2024 respectively, there were no significant amounts of revenue recognized as a result of changes in contract transaction price related to performance obligations that were satisfied in the respective prior periods.
Transaction Price Allocated to Remaining Performance Obligations
At
June 30, 2025, in respect of contracts exceeding one year duration, the aggregate amount of the transaction price allocated to
the performance obligations which are unsatisfied (or partially unsatisfied) at the end of the reporting period was approximately $
7. Long Term and Other Debt
Issuance of Long-Term Debt - Series B Notes
On June 4, 2025, Inspired Entertainment (Financing) plc (the “Issuer”), a wholly owned (indirect) subsidiary of the Company, together with certain subsidiaries of the Company including Inspired Entertainment Holdings LLC, (as topco) and DMWSL 633 Limited (“Inspired Entity”), entered into a Senior Notes Purchase Agreement (the “Notes Purchase Agreement”) with (among others) Global Loan Agency Services Limited (the “Agent”) as the agent, GLAS Trust Corporation Limited (the “Security Agent”) as the security agent, and Barclays Bank plc, HG Vora Special Opportunities Master Fund, Ltd., BSE Investments, Ltd. and HG Vora Opportunistic Capital Master Fund III A LP as the original noteholders.
Pursuant
to the Notes Purchase Agreement, the Issuer issued £
Subject to compliance with customary conditions, the Notes Purchase Agreement allows us to incur additional senior secured indebtedness in the amounts permitted under the Senior Notes, either as a new series of notes or as an additional sub tranche or increase of the Senior Notes.
The
proceeds from the offering of Senior Notes were used to refinance the existing £
The following is a brief description of the Senior Notes.
Interest and Maturity
The
Senior Notes bear interest at a rate per annum equal to the Sterling Overnight Index Average (“SONIA”) rate plus a margin (based on the Company’s consolidated senior
secured net leverage ratio) ranging from
Ranking
The Senior Notes and related guarantees are senior secured obligations of the Issuer and the Guarantors that (i) rank equally in right of payment to any of the Issuer’s and the Guarantors’ existing and future indebtedness (except as otherwise described in this paragraph); (ii) rank senior in right of payment with all of the Issuer’s and the Guarantor’s existing and future senior subordinated indebtedness; (iii) are effectively junior in right of payment to all of the Issuer’s and the Guarantors’ existing and future secured indebtedness that is secured by assets that do not secure the Notes and the guarantees thereof to the extent of the value of the assets securing such indebtedness; and (iv) are structurally subordinated in right of payment to all existing and future indebtedness and other liabilities of the Company’s subsidiaries that do not guarantee the Senior Notes (other than the Issuer).
| 8 |
Guarantees
The Senior Notes are fully and unconditionally guaranteed on a senior secured first-priority basis by the Guarantors on a joint and several basis.
Security
The Senior Notes and related guarantees are secured, subject to certain permitted collateral liens, on a first-priority basis by certain assets of the Guarantors.
Covenants
The Notes Purchase Agreement contains incurrence covenants that limit the ability of the Company and its restricted subsidiaries to, among other things, (i) incur or guarantee additional debt and issue certain preferred stock of restricted subsidiaries; (ii) create or incur certain liens; (iii) make restricted payments, including dividends or distributions to the Company’s stockholders or repurchase its stock; (iv) prepay or redeem subordinated debt; (v) make certain investments, including participating joint ventures; (vi) create encumbrances or restrictions on the payment of dividends or other distributions by restricted subsidiaries; (vii) sell assets, or consolidate or merge with or into other companies; (viii) sell or transfer all or substantially all of the Company’s assets or those of the Company’s subsidiaries on a consolidated basis; and (ix) engage in certain transactions with affiliates. These covenants are subject to exceptions and qualifications as set forth in the Notes Purchase Agreement.
The Notes Purchase Agreement requires that the Company maintain a maximum consolidated senior secured net leverage ratio of 5.0x on the test date for the relevant periods ending September 30, 2025, December 31, 2025, March 31, 2026, June 30, 2026, September 30, 2026, December 31, 2026 and March 31, 2027, stepping down to 4.75x on June 30, 2027 and each relevant period thereafter (the “Notes Financial Covenant”). The Notes Financial Covenant is calculated as the ratio of consolidated senior secured net debt to consolidated pro forma EBITDA (defined as consolidated net income after adding back certain items including (without limitation) interest expense, taxes, depreciation and amortization expenses and exceptional or non-recurring costs and losses and after adjusting for certain projected savings and synergies) for the 12-month period preceding the relevant quarterly testing date and is tested quarterly on a rolling basis. The Notes Purchase Agreement does not include a minimum interest coverage ratio or other financial covenants.
Events of Default
The Notes Purchase Agreement provides for events of default (subject in certain cases to grace and cure periods) which include, among others, non-payment of amounts when due, breach of covenants or other agreements in the Notes Purchase Agreement, misrepresentations, defaults in payment of certain other indebtedness and certain events of insolvency, material litigation and a “going concern” qualification by the auditors. Subject to certain exceptions, if an event of default occurs, the Agent or the holders of more than 50% of the Senior Notes may declare the principal of, premium, if any, and accrued but unpaid interest on all of the Notes to be due and payable immediately.
Voluntary Redemption
The
Issuer may redeem the Senior Notes, in whole or in part, at any time and from time to time prior to the first anniversary of issuance,
at a redemption price equal to
| 9 |
Mandatory Redemption
If
a change of control occurs as specified in the Notes Purchase Agreement, the Issuer must offer to purchase the Notes, in cash, at a
redemption price equal to at
Revolving Credit Facility
In
connection with the issuance of the Senior Notes, the Issuer, together with certain subsidiaries of the Company, entered into a Senior
Facilities Agreement (the “SFA”) on June 4, 2025, with the Agent, the Security Agent and Barclays Bank plc as original lender
(the “Lender”), pursuant to which the Lender agreed to provide, subject to certain conditions, a secured revolving facility
(the “RCF”) in an original principal amount of £
Subject to compliance with customary conditions, the SFA allows certain members of the Group to incur additional senior secured, second lien and unsecured indebtedness in the amounts permitted under the Senior Notes, either as a new facility or as an additional sub tranche or increase of the RCF.
Proceeds from the RCF, if drawn, may be used towards financing and/or refinancing (directly or indirectly) the general corporate and/or working capital purposes of the Company (including, without limitation, restructuring costs or charges and any acquisitions or investments).
The funding of the RCF is subject to customary conditions set forth in the SFA, including documentary conditions precedent which are to be satisfied on the Closing Date.
The
loans under the RCF bear interest at a rate per annum equal to (i) SONIA for borrowings in sterling, (ii) LIBOR for borrowings in
dollars, or (iii) EURIBOR for borrowings in Euro, as applicable, plus, in each case, a margin (based on the Company’s consolidated
senior secured net leverage ratio) ranging from
The SFA contains various covenants (which include restrictions regarding the incurrence of liens, the incurrence of indebtedness by the Company’s subsidiaries and fundamental changes, subject in each case to certain exceptions), representations, warranties, limitations and events of default (which include non-payment, breach of obligations under the financing documents, cross default, insolvency and litigation) customary for similar facilities and subject to customary carve-outs and grace periods. Following the occurrence of an event of default which has not been waived or remedied, the Lenders who represent more than 50% of total commitments under the SFA may, subject to the terms of an intercreditor agreement (which governs the relationship between the Lenders and the holders of the Senior Notes), instruct the agent to (i) accelerate the RCF loans, (ii) instruct the security agent to enforce the transaction security and/or (iii) exercise any other remedies available to the Lenders.
The SFA requires that the Company maintain a maximum consolidated senior secured net leverage ratio of 5.50x on the test date for the relevant periods ending September 30, 2025, December 31, 2025, March 31, 2026, June 30, 2026, September 30, 2026, December 31, 2026 and March 31, 2027, stepping down to 5.25x on June 30, 2027 and each relevant period thereafter (the “RCF Financial Covenant”). The RCF Financial Covenant is calculated as the ratio of consolidated senior secured net debt to consolidated pro forma EBITDA (defined as net loss excluding depreciation and amortization, interest expense, interest income and income tax expense) for the 12-month period preceding the relevant quarterly testing date and is tested quarterly on a rolling basis. The SFA does not include a minimum interest coverage ratio or other financial covenants.
| 10 |
The outstanding principal amount of each advance under the RCF is payable on the last day of the interest period relating to such advance, unless such advance is rolled over on a cashless basis in accordance with customary rollover provisions contained in the SFA, with a final repayment on December 9, 2029.
In the event that a Lender breaches its obligations under the SFA, otherwise repudiates or rescinds the SFA or any other finance document or is subject to an insolvency event, the Issuer is entitled to prepay the amounts owed to such Lender, cancel its undrawn commitments and replace it with another financial institution of the Company’s choosing who is willing to join the SFA as a Lender. Subject to the foregoing, recourse against the Lenders by the Company or its subsidiaries that are party to the SFA would, absent fraud or other criminal behavior, generally be limited to remedies for breach of contract.
Termination of Prior Financing
The
Company’s previous debt consisted of £
In connection with the entry into each of the Notes Purchase Agreement and the SFA, on June 9, 2025, (i) the Issuer redeemed the Existing Notes and terminated the indenture dated May 20, 2021 pursuant to which the Existing Notes had been issued, and (ii) the Issuer prepaid in full all outstanding loans under the Existing RCF and terminated the Super Senior Revolving Credit Facilities Agreement dated May 20, 2021.
The termination
of the prior financing is considered to be a non-substantial modification, in accordance with Topic 470-50. Fees directly associated
with the modified Senior Debt amounting to $
Outstanding Debt and Finance Leases
The following reflects outstanding debt and finance leases as of the dates indicated below:
| Principal | Unamortized | Book
value, | ||||||||||
| (in millions) | ||||||||||||
| Senior debt | $ | $ | ( | ) | $ | |||||||
| Finance lease liabilities | ||||||||||||
| Total long-term debt outstanding | ( | ) | ||||||||||
| Less: current portion of long-term debt | ( | ) | ( | ) | ||||||||
| Long-term debt, excluding current portion | $ | $ | ( | ) | $ | |||||||
| Principal | Unamortized | Book
value, | ||||||||||
| (in millions) | ||||||||||||
| Senior debt | $ | $ | ( | ) | $ | |||||||
| Finance lease liabilities | ||||||||||||
| Total long-term debt outstanding | ( | ) | ||||||||||
| Less: current portion of long-term debt | ( | ) | ( | ) | ||||||||
| Long-term debt, excluding current portion | $ | $ | ( | ) | $ | |||||||
The Company is in compliance with all relevant financial covenants and the long-term debt portion is correctly classified as such in line with the underlying agreements.
| 11 |
Long term debt as of June 30, 2025 matures as follows:
| Fiscal period: | Senior bank debt | Finance leases | Total | |||||||||
| (in millions) | ||||||||||||
| 2025 | $ | $ | $ | |||||||||
| 2026 | ||||||||||||
| 2027 | ||||||||||||
| 2028 | ||||||||||||
| 2029 | ||||||||||||
| 2030 | ||||||||||||
| Total | $ | $ | $ | |||||||||
| Number of Shares | ||||
| Unvested Outstanding at January 1, 2025 | ||||
| Granted (1) | ||||
| Forfeited | ( | ) | ||
| Vested | ( | ) | ||
| Unvested Outstanding at June 30, 2025 | ||||
| (1) |
The Company issued a total of shares during the six months ended June 30, 2025, in connection with the Company’s equity-based plans, which included an aggregate of shares issued in connection with the net settlement of RSUs that vested during the prior year (on December 31, 2024) and an aggregate of shares subject to awards that vested between 2020 and 2023.
9. Accumulated Other Comprehensive Loss (Income)
The accumulated balances for each classification of comprehensive loss (income) are presented below:
Foreign Currency Translation Adjustments | Unrecognized Pension Benefit Costs | Accumulated Other Comprehensive (Income) | ||||||||||
| (in millions) | ||||||||||||
| Balance at January 1, 2025 | $ | ( | ) | $ | $ | ( | ) | |||||
| Change during the period | ( | ) | ||||||||||
| Balance at March 31, 2025 | ( | ) | ( | ) | ||||||||
| Change during the period | ( | ) | ||||||||||
| Balance at June 30, 2025 | $ | ( | ) | $ | $ | ( | ) | |||||
Foreign Currency Translation Adjustments | Unrecognized Pension Benefit Costs | Accumulated Other Comprehensive (Income) | ||||||||||
| (in millions) | ||||||||||||
| Balance at January 1, 2024 | $ | ( | ) | $ | $ | ( | ) | |||||
| Change during the period | ( | ) | ( | ) | ( | ) | ||||||
| Balance at March 31, 2024 | ( | ) | ( | ) | ||||||||
| Change during the period | ( | ) | ( | ) | ||||||||
| Balance at June 30, 2024 | $ | ( | ) | $ | $ | ( | ) | |||||
| 12 |
Basic income/loss per share (“EPS”) is computed by dividing net income/loss attributable to common stockholders by the weighted-average number of common shares outstanding during the period, excluding the effects of any potentially dilutive securities. Diluted EPS gives effect to all dilutive potential shares of common stock outstanding during the period, including stock options and RSUs, unless the inclusion would be anti-dilutive.
Three Months Ended June 30, | Six Months Ended June 30, | |||||||||||||||
| 2025 | 2024 | 2025 | 2024 | |||||||||||||
| RSUs | ||||||||||||||||
| Three months ended June 30, 2024 | Income (Numerator) (in millions) | Shares (Denominator) | Per-Share Amount | |||||||||
| Basic EPS | ||||||||||||
| Income available to common stockholders | $ | $ | ||||||||||
| Effect of Dilutive Securities | ||||||||||||
| RSUs | $ | |||||||||||
| Diluted EPS | ||||||||||||
| Income available to common stockholders | $ | $ | ||||||||||
The calculation of Basic EPS includes the effects of and shares for the three and six months ended June 30, 2025 and 2024, respectively, with respect to RSU awards that have vested but have not yet been issued.
| 13 |
11. Other Finance Income
Other finance income consisted of the following:
Three Months Ended June 30, | Six Months Ended June 30, | |||||||||||||||
| 2025 | 2024 | 2025 | 2024 | |||||||||||||
| (in millions) | (in millions) | |||||||||||||||
| Pension interest cost | $ | ( | ) | $ | ( | ) | $ | ( | ) | $ | ( | ) | ||||
| Expected return on pension plan assets | ||||||||||||||||
| $ | $ | $ | $ | |||||||||||||
12. Income Taxes
The
effective income tax rate for the three months ended June 30, 2025 and 2024 was
The effective tax rate reported in any given year will continue to be influenced by a variety of factors, including the level of pre-tax income or loss, the income mix between jurisdictions, and any discrete items that may occur.
In the fourth quarter of 2024, the Company determined that, due to positive income generation in the United Kingdom in recent years leading to a cumulative income position, and based on forecasted future taxable income, while considering expected permanent and temporary timing tax differences, a significant portion of the valuation allowance against its deferred tax assets was no longer necessary. Consistent with the position at December 31, 2024, the company maintains a valuation allowance related to capital loss carryovers in the United Kingdom, state net operating losses unable to be utilized in the United States, and United States interest expected to be limited under Section 163(j).
The One Big Beautiful Bill Act (the “Act”) was signed into law on July 4, 2025. The Act contains significant tax law changes with various effective dates affecting business taxpayers. The Company does not expect that the Act will have a material impact on their overall tax position. The Company will implement the tax law changes in the third quarter of 2025.
13. Related Parties
Macquarie
Corporate Holdings Pty Limited (UK Branch) (“Macquarie UK”) (an arranger and lending party under our previous RCF Agreement)
is an affiliate of MIHI LLC, which beneficially owned approximately
Richard
Weil, the brother of A. Lorne Weil, our Executive Chairman, provides consulting services to the Company relating to our lottery operations
in the Dominican Republic under a consultancy agreement dated December 31, 2021, as amended. The aggregate amount incurred by the Company
in consulting fees was $
| 14 |
14. Leases
Certain of our arrangements include leases for equipment installed at customer locations. As the lessor, we combine lease and non-lease components for all classes of underlying assets in arrangements that involve operating leases. The single combined component is accounted for under ASC 606, Revenue from Contracts with Customers based on the consideration that the non-lease components are the predominant items in the arrangements. If a component cannot be combined, the consideration is allocated between the lease component and the non-lease component based on relative standalone selling price. The lease component is accounted for under ASC 842, Leases and the non-lease component is accounted for under ASC 606.
Lease income from operating leases is not material for any of the periods presented. Lease income from sales type leases is as follows:
Three Months Ended June 30, | Six Months Ended June 30, | |||||||||||||||
| 2025 | 2024 | 2025 | 2024 | |||||||||||||
| (in millions) | (in millions) | |||||||||||||||
| Interest receivable | $ | $ | $ | $ | ||||||||||||
| Profit recognized at commencement date of sales type leases | ||||||||||||||||
| $ | $ | $ | $ | |||||||||||||
15. Commitments and Contingencies
Employment Agreements
We are party to employment agreements with our executive officers and other employees of the Company and our subsidiaries which contain, among other terms, provisions relating to severance and notice requirements.
Legal Matters
From time to time, the Company may become involved in lawsuits and legal matters arising in the ordinary course of business. While the Company believes that, currently, it has no such matters that are material, there can be no assurance that existing or new matters arising in the ordinary course of business will not have a material adverse effect on the Company’s business, financial condition or results of operations.
| 15 |
16. Pension Plan
We operate a defined contribution plan in the US, and both defined benefit and defined contribution pension schemes in the UK. The defined contribution scheme assets are held separately from those of the Company in independently administered funds.
Defined Benefit Pension Scheme
The defined benefit scheme has been closed to new entrants since April 1, 1999 and closed to future accruals for services rendered to the Company for the entire financial statement periods presented. The Actuarial Valuation of the scheme as at March 31, 2024, which was finalized in March 2025, determined that the statutory funding objective was not met, i.e., there were insufficient assets to cover the scheme’s technical provisions and there was a funding shortfall.
A recovery plan was put in place in March 2025 to eliminate the funding shortfall. The plan expects the shortfall to be eliminated by October 31, 2026.
The following table presents the components of our net periodic pension cost:
Six Months Ended June 30, | ||||||||
| 2025 | 2024 | |||||||
| (in millions) | ||||||||
| Components of net periodic pension cost: | ||||||||
| Interest cost | $ | $ | ||||||
| Expected return on plan assets | ( | ) | ( | ) | ||||
| Amortization of net loss | ||||||||
| Net periodic cost | $ | $ | ||||||
| 16 |
17. Segment Reporting and Geographic Information
Operating segments are identified as components of an enterprise for which separate and discrete financial information is available and is used by the chief operating decision maker, or decision-making group, in making decisions on how to allocate resources and assess performance. The Company’s chief decision-making group consists of the Executive Chairman, the Chief Executive Officer and the Chief Financial Officer.
The Company’s chief decision-making group uses measures of segment profit and loss to evaluate the performance areas of 1) Achievement of revenue and gross margin; 2) Level of staff and non-staff expenses against budget; 3) Investment in capitalized software development; and 4) Additional cash expenditures impacting working capital. The decision-making group uses the information to allocate financial resources and drive operation decisions such as investing in new customers, products, geographies and refocusing commercial teams to drive new sales, accelerating or delaying staffing or other selling, general and administrative expenditures and ensuring technology staff utilization on new product development.
The Company operates its business along four operating segments, which are segregated on the basis of revenue stream: Gaming, Virtual Sports, Interactive and Leisure. The Company believes this method of segment reporting reflects both the way its business segments are managed and the way the performance of each segment is evaluated.
Other segment items consist of costs incurred in restructuring activities.
The following tables present revenue, cost of sales, excluding depreciation and amortization, staff-related selling, general and administrative expenses, non-staff related selling, general and administrative expenses, labor costs capitalized, depreciation and amortization, stock-based compensation expense, acquisition related transaction expenses, other segment items, operating income/(loss), total assets and total capital and other long-lived asset expenditures for the periods ended June 30, 2025 and June 30, 2024, respectively, by business segment. Certain unallocated corporate function costs have not been allocated to the Company’s reportable operating segments because these costs are not allocable and to do so would not be practical. Corporate function costs consist primarily of selling, general and administrative expenses, depreciation and amortization, capital expenditures, right of use assets, cash, prepaid expenses and property and equipment and software development costs relating to corporate/shared functions. All acquisition and integration related transaction expenses are allocated as corporate function costs.
Segment Information
Three Months Ended June 30, 2025
| Gaming | Virtual Sports | Interactive | Leisure | Corporate Functions | Total | |||||||||||||||||||
| (in millions) | ||||||||||||||||||||||||
| Revenue: | ||||||||||||||||||||||||
| Service | $ | $ | $ | $ | $ | $ | ||||||||||||||||||
| Product sales | ||||||||||||||||||||||||
| Total revenue | ||||||||||||||||||||||||
| Cost of sales, excluding depreciation and amortization: | ||||||||||||||||||||||||
| Cost of service | ( | ) | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||||||||
| Cost of product sales | ( | ) | ( | ) | ( | ) | ||||||||||||||||||
| Staff-related selling, general and administrative expenses | ( | ) | ( | ) | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||||||
| Non-staff related selling, general and administrative expenses | ( | ) | ( | ) | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||||||
| Labor costs capitalized | ||||||||||||||||||||||||
| Stock-based compensation expense | ( | ) | ( | ) | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||||||
| Depreciation and amortization | ( | ) | ( | ) | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||||||
| Other segment items | ( | ) | ( | ) | ( | ) | ||||||||||||||||||
| Segment operating income (loss) | ( | ) | ||||||||||||||||||||||
| Net operating income | $ | |||||||||||||||||||||||
| Total capital and other long-lived asset expenditures for the three months ended June 30, 2025 | $ | $ | $ | $ | $ | $ | ||||||||||||||||||
Three Months Ended June 30, 2024
| Gaming | Virtual Sports | Interactive | Leisure | Corporate Functions | Total | |||||||||||||||||||
| (in millions) | ||||||||||||||||||||||||
| Revenue: | ||||||||||||||||||||||||
| Service | $ | $ | $ | $ | $ | $ | ||||||||||||||||||
| Product sales | ||||||||||||||||||||||||
| Total revenue | ||||||||||||||||||||||||
| Cost of sales, excluding depreciation and amortization: | ||||||||||||||||||||||||
| Cost of service | ( | ) | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||||||||
| Cost of product sales | ( | ) | ( | ) | ( | ) | ||||||||||||||||||
| Staff-related selling, general and administrative expenses | ( | ) | ( | ) | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||||||
| Non-staff related selling, general and administrative expenses | ( | ) | ( | ) | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||||||
| Labor costs capitalized | ||||||||||||||||||||||||
| Stock-based compensation expense | ( | ) | ( | ) | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||||||
| Depreciation and amortization | ( | ) | ( | ) | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||||||
| Other segment items | ( | ) | ( | ) | ( | ) | ||||||||||||||||||
| Segment operating income (loss) | ( | ) | ||||||||||||||||||||||
| Net operating income | $ | |||||||||||||||||||||||
| Total capital and other long-lived asset expenditures for the three months ended June 30, 2024 | $ | $ | $ | $ | $ | $ | ||||||||||||||||||
| 17 |
Six Months Ended June 30, 2025
| Gaming | Virtual Sports | Interactive | Leisure | Corporate Functions | Total | |||||||||||||||||||
| (in millions) | ||||||||||||||||||||||||
| Revenue: | ||||||||||||||||||||||||
| Service | $ | $ | $ | $ | $ | $ | ||||||||||||||||||
| Product sales | ||||||||||||||||||||||||
| Total revenue | ||||||||||||||||||||||||
| Cost of sales, excluding depreciation and amortization: | ||||||||||||||||||||||||
| Cost of service | ( | ) | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||||||||
| Cost of product sales | ( | ) | ( | ) | ( | ) | ||||||||||||||||||
| Staff-related selling, general and administrative expenses | ( | ) | ( | ) | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||||||
| Non-staff related selling, general and administrative expenses | ( | ) | ( | ) | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||||||
| Labor costs capitalized | ||||||||||||||||||||||||
| Stock-based compensation expense | ( | ) | ( | ) | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||||||
| Depreciation and amortization | ( | ) | ( | ) | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||||||
| Other segment items | ( | ) | ( | ) | ( | ) | ||||||||||||||||||
| Segment operating income (loss) | ( | ) | ||||||||||||||||||||||
| Net operating income | $ | |||||||||||||||||||||||
| Total capital and other long-lived asset expenditures for the six months ended June 30, 2025 | $ | $ | $ | $ | $ | $ | ||||||||||||||||||
Six Months Ended June 30, 2024
| Gaming | Virtual Sports | Interactive | Leisure | Corporate Functions | Total | |||||||||||||||||||
| (in millions) | ||||||||||||||||||||||||
| Revenue: | ||||||||||||||||||||||||
| Service | $ | $ | $ | $ | $ | $ | ||||||||||||||||||
| Product sales | ||||||||||||||||||||||||
| Total revenue | ||||||||||||||||||||||||
| Cost of sales, excluding depreciation and amortization: | ||||||||||||||||||||||||
| Cost of service | ( | ) | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||||||||
| Cost of product sales | ( | ) | ( | ) | ( | ) | ||||||||||||||||||
| Staff-related selling, general and administrative expenses | ( | ) | ( | ) | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||||||
| Non-staff related selling, general and administrative expenses | ( | ) | ( | ) | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||||||
| Labor costs capitalized | ||||||||||||||||||||||||
| Stock-based compensation expense | ( | ) | ( | ) | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||||||
| Depreciation and amortization | ( | ) | ( | ) | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||||||
| Other segment items | ( | ) | ( | ) | ( | ) | ||||||||||||||||||
| Segment operating income (loss) | ( | ) | ||||||||||||||||||||||
| Net operating income | $ | |||||||||||||||||||||||
| Total capital and other long-lived asset expenditures for the six months ended June 30, 2024 | $ | $ | $ | $ | $ | $ | ||||||||||||||||||
| 18 |
Geographic Information
Geographic information for revenue is set forth below:
Three Months Ended June 30, | Six Months Ended June 30, | |||||||||||||||
| 2025 | 2024 | 2025 | 2024 | |||||||||||||
| (in millions) | (in millions) | |||||||||||||||
| Total revenue | ||||||||||||||||
| UK | $ | $ | $ | $ | ||||||||||||
| USA | ||||||||||||||||
| Greece | ||||||||||||||||
| Rest of world | ||||||||||||||||
| Total | $ | $ | $ | $ | ||||||||||||
UK revenue includes revenue from customers headquartered in the UK, but whose revenue is generated globally.
Geographic information of our non-current assets excluding goodwill is set forth below:
June 30, 2025 | December 31, 2024 | |||||||
| (in millions) | ||||||||
| UK | $ | $ | ||||||
| Greece | ||||||||
| Rest of world | ||||||||
| Total | $ | $ | ||||||
Software development costs are included as attributable to the market in which they are utilized.
18. Customer Concentration
During the three months ended June 30, 2025 and the three months ended June 30, 2024, no customers represented at least 10% of the Company’s revenue.
During
the six months ended June 30, 2025, no customer represented at least 10% of the Company’s revenue. During the six months ended
June 30, 2024, one customer represented at least 10% of the Company’s revenue, accounting for
At
June 30, 2025, no customers represented at least 10% of the Company’s accounts receivable. At December 31, 2024, one customer represented
at least 10% of the Company’s accounts receivable, accounting for approximately
19. Revision of Previously Reported Information
In connection with the preparation of the Company’s 2024 Form 10-K, the Company identified immaterial errors in its previously reported financial statements for the periods ended March 31, 2024, June 30, 2024 and September 30, 2024 relating to the classification of leases between operating and sales type.
In accordance with Staff Accounting Bulletin (“SAB”) 99, Materiality, and SAB 108, Considering the Effects of Prior Year Misstatements when Quantifying Misstatements in the Current Year Financial Statements, the Company evaluated the materiality of the errors from qualitative and quantitative perspectives, and concluded that the errors were immaterial to any prior interim financial statements. Notwithstanding this conclusion, management has revised the accompanying consolidated financial statements for the 2024 interim periods included in this Form 10-Q, and related notes included herein to correct the errors. Management also reflected the corrections in the consolidated financial statements for the 2024 year and related notes in the 2024 Form 10-K.
| 19 |
The following tables present the effect of correcting this error on the Company’s previously issued financial statements.
For the 3 months ended June 30, 2024
| As previously reported | Adjustment | As revised | ||||||||||
| (in millions, except per share data) | ||||||||||||
| Consolidated Statement of Operations | ||||||||||||
| Revenue | $ | $ | ( | ) | $ | |||||||
| Depreciation and amortization | ( | ) | ( | ) | ||||||||
| Net operating income | ( | ) | ||||||||||
| Interest expense, net | ( | ) | ( | ) | ||||||||
| Total other expense, net | ( | ) | ( | ) | ||||||||
| Net income before income taxes | ( | ) | ||||||||||
| Net income | ( | ) | ||||||||||
| Comprehensive income | ( | ) | ||||||||||
| Net income per common share – basic | ( | ) | ||||||||||
| Net income per common share - diluted | ( | ) | ||||||||||
For the 6 months ended June 30, 2024
| As previously reported | Adjustment | As revised | ||||||||||
| (in millions, except per share data) | ||||||||||||
| Consolidated Statement of Operations | ||||||||||||
| Revenue | $ | $ | ( | ) | $ | |||||||
| Depreciation and amortization | ( | ) | ( | ) | ||||||||
| Net operating income | ( | ) | ||||||||||
| Interest expense, net | ( | ) | ( | ) | ||||||||
| Total other expense, net | ( | ) | ( | ) | ||||||||
| Loss before income taxes | ( | ) | ( | ) | ( | ) | ||||||
| Net loss | ( | ) | ( | ) | ( | ) | ||||||
| Comprehensive loss | ( | ) | ( | ) | ( | ) | ||||||
| Net loss per common share – basic | ( | ) | ( | ) | ( | ) | ||||||
| Net loss per common share - diluted | ( | ) | ( | ) | ( | ) | ||||||
| As previously reported | Adjustment | As revised | ||||||||||
| (in millions) | ||||||||||||
| Consolidated Statement of Cashflows | ||||||||||||
| Net loss | $ | ( | ) | $ | ( | ) | $ | ( | ) | |||
| Depreciation and amortization | ||||||||||||
| Accounts receivable | ( | ) | ( | ) | ( | ) | ||||||
| Prepaid expenses and other assets | ||||||||||||
20. Subsequent Events
The Company evaluates subsequent events and transactions that occur after the balance sheet date up to the date that the financial statements were issued. Based upon this review, the Company did not identify subsequent events that would have required adjustment or disclosure in the consolidated financial statements.
| 20 |
ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
The following discussion and analysis of our financial condition and results of operations should be read in conjunction with the financial statements and related notes thereto included elsewhere in this report. This discussion contains forward-looking statements that involve risks and uncertainties. Our actual future results could differ materially from the historical results discussed below. Factors that could cause or contribute to such differences include, but are not limited to, those identified below and those discussed in the section titled “Risk Factors” included elsewhere in this report.
Forward-Looking Statements
We make forward-looking statements in this Management’s Discussion and Analysis of Financial Condition and Results of Operations. For definitions of the term Forward-Looking Statements, see the definitions provided in the Cautionary Note Regarding Forward-Looking Statements at the forepart of this report
Seasonality
Our results of operations can fluctuate due to seasonal trends and other factors. Sales of our gaming machines can vary quarter on quarter due to both supply and demand factors. Player activity for our holiday parks is generally higher in the second and third quarters of the year, particularly during the summer months and slower during the first and fourth quarters of the year.
Revenue
We generate revenue in four principal ways: i) on a participation basis, ii) on a fixed rental fee basis, iii) through product sales and iv) through software license fees. Participation revenue generally includes a right to receive a share of our customers’ gaming revenue, typically as a share of net win but sometimes as a share of the handle or “coin in” which represents the total amount wagered.
Geographic Range
Geographically, the majority of our revenue is derived from, and the majority of our non-current assets are attributable to, our UK operations. The remainder of our revenue is derived from, and non-current assets attributable to, Greece and the rest of the world (including North America).
For the three and six months ended June 30, 2025, we derived approximately 72% and 69% of our revenue from the UK (including customers headquartered in the UK but whose revenue is generated globally), respectively, 5% (in both periods) from USA respectively, 8% and 9% from Greece respectively, and the remaining 15% and 17% across the rest of the world. During the three and six months ended June 30, 2024, we derived approximately 75% (in both periods) from the UK, 3% and 2% from USA respectively, 6% and 8% from Greece and 16% and 15% respectively for the rest of world.
As of June 30, 2025, our non-current assets (excluding goodwill) were attributable as follows: 73% to the UK, 13% to Greece and 14% across the rest of the world. As of June 30, 2024, our non-current assets (excluding goodwill) were attributable as follows: 70% to the UK, 10% to Greece and 20% across the rest of the world.
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Foreign Exchange
Our results are affected by changes in foreign currency exchange rates as a result of the translation of foreign functional currencies into our reporting currency and the re-measurement of foreign currency transactions and balances. The impact of foreign currency exchange rate fluctuations represents the difference between current rates and prior-period rates applied to current activity. The geographic region in which the largest portion of our business is operated is the UK and the British pound (“GBP”) is our functional currency. Our reporting currency is the U.S. dollar (“USD”). Our results are translated from our functional currency of GBP into the reporting currency of USD using average rates for profit and loss transactions and applicable spot rates for period-end balances. The effect of translating our functional currency into our reporting currency, as well as translating the results of foreign subsidiaries that have a different functional currency into our functional currency, is reported separately in Accumulated Other Comprehensive Income.
During the three and six months ended June 30, 2025, we derived approximately 28% and 31% respectively of our revenue from sales to customers outside the UK (see discussion above), compared to 25% (in both periods) during the three and six months ended June 30, 2024, respectively.
In the section “Results of Operations” below, currency impacts shown have been calculated as the current-period average GBP:USD rate less the equivalent average rate in the prior year period, multiplied by the current period amount in our functional currency (GBP). The remaining difference, referred to as functional currency at constant rate, is calculated as the difference in our functional currency, multiplied by the prior-period average GBP:USD rate. This is not a U.S. GAAP measure, but one which management believes provides a useful indication of results. In the tables below, variances in particular line items from period to period exclude currency translation movements, and currency translation impacts are shown independently.
Non-GAAP Financial Measures
We use certain financial measures that are not compliant with U.S. GAAP (“Non-GAAP financial measures”), including EBITDA and Adjusted EBITDA, to analyze our operating performance. In this discussion and analysis, we present certain non-GAAP financial measures, define and explain these measures and provide reconciliations to the most comparable U.S. GAAP measures. See “Non-GAAP Financial Measures” below.
Results of Operations
Our results are affected by changes in foreign currency exchange rates, primarily between our functional currency (GBP) and our reporting currency (USD). During the three month periods ended June 30, 2025 and June 30, 2024, the average GBP:USD rates were 1.34 and 1.26, respectively, and for the six-month ended June 30, 2025 period were 1.30 and 1.26, respectively.
The following discussion and analysis of our results of operations has been organized in the following manner:
| ● | a discussion and analysis of the Company’s results of operations for the three and six-month periods ended June 30, 2025, compared to the same period in 2024; and | |
| ● | a discussion and analysis of the results of operations for each of the Company’s segments (Gaming, Virtual Sports, Interactive and Leisure) for the three and six-month periods ended June 30, 2025, compared to the same period in 2024, including key performance indicator (“KPI”) analysis. |
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In the discussion and analysis below, certain data may vary from the amounts presented in our consolidated financial statements due to rounding.
For all reported variances, refer to the overall company and segment tables shown below. All variances discussed in the overall company and segment results are on a functional currency (at constant rate) basis, which excludes the impact of any changes in foreign currency exchange rates.
Key Events – Current Quarter
During the three-month period ended June 30, 2025 in the Gaming segment, 798 new terminals were delivered to OPAP as part of the order of 4,000 new VLT’s placed in the Greek market in the fourth quarter of 2024 (all of which are expected to be delivered in 2025). In the Canadian market, the Alberta Gaming, Liquor and Cannabis (“AGLC”) ordered 58 new Valor CS terminals which were deployed in the quarter.
During the three-month period ended June 30, 2025 the Virtual Sports segment launched a new partnership with global aggregation leader Aristocrat Interactive. Through this collaboration Inspired has gone live with the Virginia Lottery, delivering a comprehensive suite of scheduled Virtual Sports games under the Inspired V-Lottery brand.
During the three-month period ended June 30, 2025 the Interactive segment went live with nine new operators increasing the total number of net customers at the end of the period by six due to the closure of a few smaller customers.
Key agreements signed in the three-month period ended June 30, 2025 include an extension to the Chisholm Bookmakers contract for four years, a new customer contract for JenningsBet for five years for the provision and installation of 591 Vantage terminals and a new customer contract for Corbett Bookmakers for four years for the provision and installation of 148 Flex terminals, all of which are in the Gaming segment.
On June 9th, Inspired announced the completion of a private placement by its subsidiary of £270.0 million aggregate principal amount of senior secured notes due 2030 (the “2030 Senior Secured Notes”). In connection with the placement, certain of its subsidiaries also entered into a new £17.8 million revolving credit facility (the “Revolving Credit Facility”), which replaces its existing, and now terminated, revolving credit facility.
Overall Company Results
Three and Six Months ended June 30, 2025, compared to Three and Six Months ended June 30, 2024
For the Three-Month | Variance | For the Six-Month | Variance | |||||||||||||||||||||||||||||||||||||||||||||
| Period ended | 2025 vs 2024 | Period ended | 2025 vs 2024 | |||||||||||||||||||||||||||||||||||||||||||||
| (In millions) | June 30, 2025 | June 30, 2024 | Variance Attributable to Currency Movement | Variance on a Functional currency basis | Total Functional Currency Variance % | Total Reported Variance % | June 30, 2025 | June 30, 2024 | Variance Attributable to Currency Movement | Variance on a Functional currency basis | Total Functional Currency Variance % | Total Reported Variance % | ||||||||||||||||||||||||||||||||||||
| Revenue: | ||||||||||||||||||||||||||||||||||||||||||||||||
| Service | $ | 73.8 | $ | 64.9 | $ | 4.0 | $ | 4.9 | 8 | % | 14 | % | $ | 130.8 | $ | 121.1 | $ | 3.7 | $ | 6.0 | 5 | % | 8 | % | ||||||||||||||||||||||||
| Product | 6.5 | 9.9 | 0.3 | (3.7 | ) | (37 | )% | (34 | )% | 9.9 | 15.9 | 0.4 | (6.4 | ) | (40 | )% | (38 | )% | ||||||||||||||||||||||||||||||
| Total revenue | 80.3 | 74.8 | 4.3 | 1.2 | 2 | % | 7 | % | 140.7 | 137.0 | 4.1 | (0.4 | ) | 0 | % | 3 | % | |||||||||||||||||||||||||||||||
| Cost of Sales, excluding depreciation and amortization: | ||||||||||||||||||||||||||||||||||||||||||||||||
| Cost of Service | (21.2 | ) | (19.0 | ) | (1.1 | ) | (1.1 | ) | 6 | % | 12 | % | (36.2 | ) | (34.9 | ) | (1.1 | ) | (0.2 | ) | 1 | % | 4 | % | ||||||||||||||||||||||||
| Cost of Product | (4.0 | ) | (5.8 | ) | (0.2 | ) | 2.0 | (34 | )% | (31 | )% | (6.9 | ) | (10.3 | ) | (0.2 | ) | 3.6 | (35 | )% | (33 | )% | ||||||||||||||||||||||||||
| Staff-related selling general and administrative expenses | (18.7 | ) | (16.2 | ) | (1.0 | ) | (1.5 | ) | 9 | % | 15 | % | (33.9 | ) | (32.3 | ) | (0.8 | ) | (0.8 | ) | 2 | % | 5 | % | ||||||||||||||||||||||||
| Non-staff related selling, general and administrative expenses | (11.8 | ) | (11.4 | ) | (0.7 | ) | 0.3 | (3 | )% | 4 | % | (24.2 | ) | (25.1 | ) | (0.5 | ) | 1.4 | (6 | )% | (4 | )% | ||||||||||||||||||||||||||
| Labor costs capitalized | 3.8 | 2.3 | 0.2 | 1.3 | 57 | % | 65 | % | 7.3 | 5.6 | 0.2 | 1.5 | 27 | % | 30 | % | ||||||||||||||||||||||||||||||||
| Other segment items: | ||||||||||||||||||||||||||||||||||||||||||||||||
| Stock-based compensation | (1.8 | ) | (1.6 | ) | (0.1 | ) | (0.1 | ) | 6 | % | 13 | % | (3.2 | ) | (3.9 | ) | (0.1 | ) | 0.8 | (21 | )% | (18 | )% | |||||||||||||||||||||||||
| Depreciation and amortization | (15.3 | ) | (10.5 | ) | (1.4 | ) | (3.4 | ) | 32 | % | 46 | % | (25.9 | ) | (20.2 | ) | (1.3 | ) | (4.4 | ) | 22 | % | 28 | % | ||||||||||||||||||||||||
| Other selling, general and administrative expenses | (3.4 | ) | (3.9 | ) | (0.2 | ) | 0.7 | (18 | )% | (13 | )% | (8.2 | ) | (9.3 | ) | (0.3 | ) | 1.4 | (15 | )% | (18 | )% | ||||||||||||||||||||||||||
| Net operating Income (Loss) | 7.9 | 8.7 | (0.2 | ) | (0.6 | ) | (7 | )% | (9 | )% | 9.5 | 6.6 | - | 2.9 | 44 | % | 44 | % | ||||||||||||||||||||||||||||||
| Other income (expense) | ||||||||||||||||||||||||||||||||||||||||||||||||
| Interest expense, net | (7.1 | ) | (6.6 | ) | (0.4 | ) | (0.1 | ) | 2 | % | 8 | % | (14.1 | ) | (13.2 | ) | (0.4 | ) | (0.5 | ) | 4 | % | 7 | % | ||||||||||||||||||||||||
| Other finance income (expense) | 0.2 | 0.1 | - | 0.1 | 100 | % | 100 | % | 0.4 | 0.2 | - | 0.2 | 100 | % | 100 | % | ||||||||||||||||||||||||||||||||
| Total other income (expense), net | (6.9 | ) | (6.5 | ) | (0.4 | ) | - | - | 6 | % | (13.7 | ) | (13.0 | ) | (0.4 | ) | (0.3 | ) | 2 | % | 5 | % | ||||||||||||||||||||||||||
| Net Income (loss) from continuing operations before income taxes | 1.0 | 2.2 | (0.6 | ) | (0.6 | ) | 27 | % | 55 | % | (4.2 | ) | (6.4 | ) | (0.4 | ) | 2.6 | (41 | )% | (34 | )% | |||||||||||||||||||||||||||
| Income tax expense | (8.8 | ) | (0.8 | ) | (0.6 | ) | (7.4 | ) | 925 | % | 1000 | % | (3.7 | ) | 1.4 | (0.3 | ) | (4.8 | ) | (342 | )% | (364 | )% | |||||||||||||||||||||||||
| Net Income (Loss) | $ | (7.8 | ) | $ | 1.4 | $ | (1.2 | ) | $ | (8.0 | ) | (571 | )% | (657 | )% | $ | (7.9 | ) | $ | (5.0 | ) | $ | (0.7 | ) | $ | (2.2) | 44 | % | 58 | % | ||||||||||||||||||
| Exchange Rate - $ to £ | 1.34 | 1.26 | 1.30 | 1.26 | ||||||||||||||||||||||||||||||||||||||||||||
See “Segments Results” below for a more detailed explanation of the significant changes in our components of revenue within the individual segment results of operations.
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Revenue (for the three and six months ended June 30, 2025, compared to the three and six months ended June 30, 2024)
Consolidated Reported Revenue by Segment
For the three months period ended June 30, 2025, revenue on a functional currency (at constant rate) basis increased by $1.2 million or 2% compared to the three-month period ended June 30, 2024 and for the six months period ended June 30, 2025, revenue on a functional currency basis decreased by $0.4 million or 0% compared to the six month period ended June 30, 2024.
For the three-month period ended June 30, 2025 compared to the three-month period ended June 30, 2024, Gaming revenue declined by $0.6 million, Gaming product sales declined $3.7 million due to decreases in unit volumes in the UK and North America markets, partially offset by an increase in Gaming service revenue of $3.1 million, due to an increase in the UK market. Virtual Sports revenue declined by $3.0 million due to reduced Online revenue. Interactive revenue increased by $3.6 million, driven by revenue growth in the UK and North America: and Leisure revenue increased by $1.3 million predominantly due the timing of a key public holiday in UK.
For the six-month period ended June 30, 2025 compared to the six-month period ended June 30, 2024, Gaming revenue declined by $2.0 million, Gaming product sales declined $6.4 million due to a decrease in the UK and North America markets as product sales do not typically follow a linear year-over-year trend. This was partially offset by an increase in Gaming service revenue of $4.4 million predominantly due to the UK and mainland European markets. Virtual Sports revenue decreased by $6.7 million due to a decrease in Online revenue. Interactive revenue increased by $7.7 million, driven by revenue growth in the UK, mainland Europe and Latin America; and Leisure revenue increased by $0.7 million due to increases in Holiday Parks due to revenue growth in both existing and new sites added in the prior twelve-month period as well as revenue growth in the Bingo sector.
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Cost of Sales, excluding depreciation and amortization
Cost of sales, excluding depreciation and amortization, for the three and six-month period ended June 30, 2025, decreased by $0.9 million and $3.4 million, or 4% and 8%, respectively compared to the three and six-month period ended Juen 30, 2024. The decreases were driven by a $2.0 million and $3.6 million decrease in cost of product, respectively, predominantly driven by the decrease in product revenues. This was partially offset by a $1.1 million and $0.2 million increase in cost of service, respectively, predominately driven by the increase in service revenues.
Staff related selling, general and administrative expenses
Staff related selling, general and administrative expenses for the three and six-month period ended June 30, 2025 increased by $1.5 million and $0.8 million, or 9% and 2% respectively compared to the three and six-month period ended June 30, 2024 mainly related to performance based short term incentive expenses.
Non-staff related selling, general and administrative expenses
Non-Staff related selling, general and administrative expenses for the three and six-month period ended June 30, 2025 decreased by $0.3 million and $1.4 million, or 3% and 6% compared to the three and six-month period ended June 30, 2024.
The decrease in the three-month period ended June 30, 2025 compared to the three-month period ended June 30, 2024 was predominantly driven by a favorable realized gain on foreign currency movements of $0.3 million and the decrease in the six-month period ended June 30, 2025 compared to the period ended June 30, 2024 was driven by reductions in professional fees of $0.9 million due to timing of activities as well as a favorable realized gain on foreign currency movements of $0.6 million.
Stock-based compensation
During the three and six-month period ended June 30, 2025, the Company recorded stock-based compensation expenses of $1.8 million and $3.2 million, respectively, compared to stock-based compensation expenses of $1.6 million and $3.9 million for the three and six-month period ended June 30, 2024. All expenses related to outstanding awards.
Depreciation and amortization
Depreciation and amortization for the three-month period ended June 30, 2025, increased by $3.4 million compared to the three-month period ended June 30, 2024. This was driven by increases in Gaming of $3.1 million and in Leisure of $0.9 million related to gaming machine additions, and in Interactive of $0.1 million. This was partially offset by a reduction in Virtual Sports of $0.7 million, due to assets being fully depreciated.
Depreciation and amortization for the six-month period ended June 30, 2025, increased by $4.4 million compared to the six-month period ended June 30, 2024. This increase was driven by increases in Gaming of $3.7 million and Leisure of $1.5 million, partially offset by a reduction in Virtual Sports of $0.4 million and Interactive of $0.4 million due to assets being fully depreciated.
Net operating income / net income/(loss)
During the three and six-month periods ended June 30, 2025, net operating income was $7.9 million and $9.5 million, respectively, representing a decrease of $0.6 million and increase of $2.9 million, respectively, compared to the three and six-month periods ended June 30, 2024.
The decline in the three-month period ended June 30, 2025 compared to the three-month period ended June 30, 2024 was predominantly due to increased depreciation and amortization expense, partially offset by higher revenues and lower cost of sales.
The growth in the six-month period ended June 30, 2025 compared to the six-month period ended June 30, 2024 was mainly due to lower cost of product and non-staff related selling, general and administrative expenses partially offset by higher depreciation and amortization expenses.
For the three and six-months ended June 30, 2025 net loss was $7.8 million and $7.9 million, respectively, compared to a net income of $1.4 million and a net loss of $5.0 million, respectively, in the three and six-month period ended June 30, 2024.
For the three and six-month period ended June 30, 2025 the $8.0 million and $2.2 million decrease respectively compared to the three and six-month period ended June 30, 2024, was primarily due to the increase in net operating income offset by income tax expense and higher interest expense.
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Deferred Tax
The Company maintains a valuation allowance related to capital loss carryovers in the United Kingdom, state net operating losses unable to be utilized in the United States, and United States interest expected to be limited under Section 163(j).
Segment Results (for the three and six months ended June 30, 2025, compared to the three and six months ended June 30, 2024)
Gaming
We generate revenue from our Gaming segment through delivery of our gaming terminals preloaded with proprietary gaming software, server-based content, as well as services such as terminal repairs, maintenance, software upgrades and upgrades on a when and if available basis and content development. We receive rental fees for machines, typically in conjunction with long-term contracts, on both a participation and fixed fee basis. Our participation contracts are typically structured to pay us a percentage of net win (defined as net revenue to our operator customers, after deducting player winnings, free bets or plays and any relevant regulatory levies) from gaming terminals placed in our customers’ facilities. Typically, we recognize revenue from these arrangements on a daily basis over the term of the contract.
Revenue growth for our Gaming business is principally driven by changes in (i) the number of operator customers we have, (ii) the number of Gaming machines in operation, (iii) the net win performance of the machines and (iv) the net win percentage that we receive pursuant to our contracts with our customers.
Gaming, Key Performance Indicators
For the Three-Month Period ended | Variance | For the Six-Month Period ended | Variance | |||||||||||||||||||||||||||||
| June 30, | June 30, | 2025 vs 2024 | June 30, | June 30, | 2025 vs 2024 | |||||||||||||||||||||||||||
| Gaming | 2025 | 2024 | % | 2025 | 2024 | % | ||||||||||||||||||||||||||
| End of period installed base (# of terminals) (2) | 33,879 | 34,906 | (1,027 | ) | (2.9 | )% | 33,879 | 34,906 | (1,027 | ) | (2.9 | )% | ||||||||||||||||||||
| Total Gaming - Average installed base (# of terminals) (2) | 33,925 | 34,878 | (953 | ) | (2.7 | )% | 33,907 | 34,831 | (924 | ) | (2.7 | %) | ||||||||||||||||||||
| Participation - Average installed base (# of terminals) (2) | 28,814 | 29,917 | (1,103 | ) | (3.7 | )% | 28,847 | 29,875 | (1,028 | ) | (3.4 | )% | ||||||||||||||||||||
| Fixed Rental - Average installed base (# of terminals) | 10,090 | 4,962 | 5,128 | 103.3 | % | 9,051 | 4,955 | 4,096 | 82.7 | % | ||||||||||||||||||||||
| Service Only - Average installed base (# of terminals) | 7,449 | 5,308 | 2,141 | 40.3 | % | 7,764 | 6,578 | 1,186 | 18.0 | % | ||||||||||||||||||||||
| Customer Gross Win per unit per day (1) (2) | £ | 100.3 | £ | 96.0 | £ | 4.3 | 4.5 | % | £ | 100.2 | £ | 97.4 | £ | 2.8 | 2.9 | % | ||||||||||||||||
| Customer Net Win per unit per day (1) (2) | £ | 73.3 | £ | 70.8 | £ | 2.5 | 3.5 | % | £ | 73.2 | £ | 71.9 | £ | 1.3 | 1.8 | % | ||||||||||||||||
| Inspired Blended Participation Rate | 5.2 | % | 5.3 | % | (0.1 | )% | (1.9 | )% | 5.1 | % | 5.4 | % | (0.3 | )% | (5.6 | )% | ||||||||||||||||
| Inspired Fixed Rental Revenue per Gaming Machine per week | £ | 24.2 | £ | 28.6 | £ | (4.4 | ) | (15.4 | )% | £ | 23.5 | £ | 29.5 | £ | (6.0 | ) | (20.3 | )% | ||||||||||||||
| Inspired Service Rental Revenue per Gaming Machine per week | £ | 7.4 | £ | 5.3 | £ | 2.1 | 39.6 | % | £ | 7.6 | £ | 5.2 | £ | 2.4 | 46.1 | % | ||||||||||||||||
| Gaming Long term license amortization (£’m) | £ | 0.6 | £ | 0.6 | £ | - | - | % | £ | 1.1 | £ | 1.1 | £ | - | - | % | ||||||||||||||||
| Number of Machine sales | 538 | 705 | (167 | ) | (23.7 | )% | 851 | 1,311 | (460 | ) | (35.1 | )% | ||||||||||||||||||||
| Average selling price per terminal | £ | 7,787 | £ | 8,971 | £ | (1,184 | ) | (13.2 | )% | £ | 6,990 | £ | 8,071 | £ | (1,081 | ) | (13.4 | )% | ||||||||||||||
| (1) | Includes all SBG terminals in which the Company takes a participation revenue share across all territories. |
| (2) | Includes approximately 2,500 lottery terminals where the revenue share is on handle instead of net win. |
In the table above:
“End of Period Installed Base” is equal to the number of deployed Gaming terminals at the end of each period that have been placed on a participation or fixed rental basis. Gaming participation revenue, which comprises the majority of Gaming Service revenue, is directly related to the participation terminal installed base. This is the medium by which our customers generate revenue and distribute a revenue share to the Company. To the extent all other KPIs and certain other factors remain constant, the larger the installed base, the higher the Company’s revenue would be for a given period. Management gives careful consideration to this KPI in terms of driving growth across the segment. This does not include Service Only terminals.
Revenue is derived from the performance of the installed base as described by the Gross and Net Win KPIs.
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If the End of Period Installed Base is materially different from the Average Installed Base (described below), we believe this gives an indication as to potential future performance. We believe the End of Period Installed Base is particularly useful for assessing new customers or markets, to indicate the progress being made with respect to entering new territories or jurisdictions.
“Total Gaming - Average Installed Base” is the average number of deployed Gaming terminals during the period consisting of both participation terminals and fixed rental terminals. Therefore, it is more closely aligned to revenue in the period. We believe this measure is particularly useful for assessing existing customers or markets to provide comparisons of historical size and performance. This does not include Service Only terminals.
“Participation - Average Installed Base” is the average number of deployed Gaming terminals that generated revenue on a participation basis.
“Fixed Rental - Average Installed Base” is the average number of deployed Gaming terminals that generated revenue on a fixed rental basis.
“Service Only - Average Installed Base” is the average number of terminals that generated revenue on a Service only basis.
“Customer Gross Win per unit per day” is a KPI used by our management to (i) assess impact on the Company’s revenue, (ii) determine changes in the performance of the overall market and (iii) evaluate the impact of regulatory change and our new content releases on our customers. Customer Gross Win per unit per day is the average per unit cash generated across all Gaming terminals in which the Company takes a participation revenue share across all territories in the period, defined as the difference between the amounts staked less winnings to players divided by the Average Installed Base in the period, then divided by the number of days in the period.
Gaming revenue accrued in the period is derived from Customer Gross Win accrued in the period after deducting gaming taxes (defined as a regulatory levy paid by the Customer to government bodies) and applying the Company’s contractual revenue share percentage.
Our management believes Customer Gross Win measures are meaningful because they represent a view of customer operating performance that is unaffected by our revenue share percentage and allow management to (1) readily view operating trends, (2) perform analytical comparisons and benchmarking between customers and (3) identify strategies to improve operating performance in the different markets in which we operate.
“Customer Net Win per unit per day” is Customer Gross Win per unit per day after giving effect to the deduction of gaming taxes.
“Inspired Blended Participation Rate” is the Company’s average revenue share percentage across all participation terminals where revenue is earned on a participation basis, weighted by Customer Net Win per unit per day.
“Inspired Fixed Rental Revenue per Gaming Machine per week” is the Company’s average fixed rental amount across all fixed rental terminals where revenue is generated on a fixed fee basis, per unit per week.
“Inspired Service Rental Revenue per Gaming Machine per week” is the Company’s average service rental amount across all service only rental terminals where revenue is generated on a service only fixed fee basis, per unit per week.
“Gaming Long term license amortization” is the upfront license fee per terminal which is typically spread over the life of the terminal.
Our overall Gaming revenue from terminals placed on a participation basis can therefore be calculated as the product of the Participation - Average Installed Base, the Customer Net Win per unit per day, the number of days in the period, and the Inspired Blended Participation Rate, which is equal to “Participation Revenue”.
“Number of Machine sales” is the number of terminals sold during the period.
“Average selling price per terminal” is the total revenue in GBP of the Gaming terminals sold divided by the “number of Machine sales”.
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Gaming, Recurring Revenue
Set forth below is a breakdown of our Gaming recurring revenue. Gaming recurring revenue principally consist of Gaming participation revenue and fixed rental revenue.
For the Three-Month Period ended | Variance | For the Six-Month Period ended | Variance | |||||||||||||||||||||||||||||
| June 30, | June 30, | 2025 vs 2024 | June 30, | June 30, | 2025 vs 2024 | |||||||||||||||||||||||||||
| (In £ millions) | 2025 | 2024 | % | 2025 | 2024 | % | ||||||||||||||||||||||||||
| Gaming Recurring Revenue | ||||||||||||||||||||||||||||||||
| Total Gaming Revenue | £ | 20.3 | £ | 20.8 | £ | (0.5 | ) | (2 | )% | £ | 37.6 | £ | 39.1 | £ | (1.5 | ) | (4 | )% | ||||||||||||||
| Gaming Participation Revenue | £ | 9.8 | £ | 10.3 | £ | (0.5 | ) | (5 | )% | £ | 19.5 | £ | 20.7 | £ | (1.2 | ) | (6 | )% | ||||||||||||||
| Gaming Other Fixed Fee Recurring Revenue | £ | 3.9 | £ | 2.1 | £ | 1.8 | 86 | % | £ | 6.3 | £ | 5.3 | £ | 1.0 | 19 | % | ||||||||||||||||
| Gaming Project Recurring Revenue | £ | 0.7 | £ | 0.2 | £ | 0.5 | 250 | % | £ | 1.0 | £ | 0.4 | £ | 0.6 | 150 | % | ||||||||||||||||
| Gaming Long-term license amortization | £ | 0.6 | £ | 0.6 | £ | - | 0 | % | £ | 1.1 | £ | 1.2 | £ | (0.1 | ) | (8 | )% | |||||||||||||||
| Total Gaming Recurring Revenue | £ | 15.0 | £ | 13.2 | £ | 1.8 | 14 | % | £ | 27.9 | £ | 27.6 | £ | 0.3 | 1 | % | ||||||||||||||||
| Gaming Recurring Revenue as a % of Total Gaming Revenue | 74 | % | 63 | % | 11 | % | 74 | % | 71 | % | 3 | % | ||||||||||||||||||||
In the table above:
“Gaming Participation Revenue” includes our share of revenue generated from (i) our Gaming terminals placed in gaming and lottery venues; and (ii) licensing of our game content and intellectual property to third parties.
“Gaming Other Fixed Fee Recurring Revenue” includes service revenue in which the Company earns a periodic fixed fee on a contracted basis.
“Gaming Project Recurring Revenue” relates specifically to a single customer for machine estate upgrades and distribution.
“Gaming Long term license amortization” – see the definition provided above.
“Total Gaming Recurring Revenue” is equal to Gaming Participation Revenue plus Gaming Other Fixed Fee Recurring Revenue.
Gaming, Service Revenue by Region
Set forth below is a breakdown of our Gaming service revenue by geographic region. Gaming Service revenue consists principally of Gaming participation revenue, Gaming other fixed fee revenue, Gaming long-term license amortization and Gaming other non-recurring revenue. See “Gaming Segment Revenue” below for a discussion of gaming service revenue between the periods under review.
| For the Three-Month | For the Six-Month | |||||||||||||||||||||||||||||||||||||||
| Period ended | Variance | Period ended | Variance | |||||||||||||||||||||||||||||||||||||
| (In millions) | June 30, 2025 | June 30, 2024 | 2025 vs 2024 | Total Functional Currency % | June 30, 2025 | June 30, 2024 | 2025 vs 2024 | Total Functional Currency % | ||||||||||||||||||||||||||||||||
| Service Revenue: | ||||||||||||||||||||||||||||||||||||||||
| UK LBO | $ | 12.1 | $ | 9.1 | 3.0 | 33 | % | 26 | % | $ | 22.0 | $ | 18.2 | $ | 3.8 | 21 | % | 3 | % | |||||||||||||||||||||
| UK Other | 2.8 | 2.4 | 0.4 | 17 | % | 15 | % | 5.3 | 5.0 | 0.3 | 6 | % | 3 | % | ||||||||||||||||||||||||||
| Italy | 0.4 | 0.4 | - | - | % | (3 | )% | 0.7 | 0.8 | (0.1 | ) | (13 | )% | 2 | % | |||||||||||||||||||||||||
| Greece | 4.6 | 3.6 | 1.0 | 28 | % | 20 | % | 9.2 | 7.5 | 1.7 | 23 | % | 3 | % | ||||||||||||||||||||||||||
| Rest of the World | - | 0.2 | (0.2 | ) | (100 | )% | (99 | )% | 0.3 | 0.5 | (0.2 | ) | (40 | )% | 2 | % | ||||||||||||||||||||||||
| Lotteries | 1.4 | 1.3 | 0.1 | 8 | % | (1 | )% | 2.7 | 2.7 | - | 0 | % | 3 | % | ||||||||||||||||||||||||||
| Total Service revenue | $ | 21.3 | $ | 17.0 | $ | 4.3 | 25 | % | 18 | % | $ | 40.2 | $ | 34.7 | $ | 5.5 | 16 | % | 13 | % | ||||||||||||||||||||
| Exchange Rate - $ to £ | 1.34 | 1.26 | 1.30 | 1.26 | ||||||||||||||||||||||||||||||||||||
Note: Exchange rate in the table is calculated by dividing the USD total service revenue by the GBP total service revenue, therefore this could be slightly different from the average rate during the period depending on timing of transactions.
| 28 |
Gaming, Results of Operations
| For the Three-Month | Variance | For the Six-Month | Variance | |||||||||||||||||||||||||||||||||||||||||||||
| Period ended | 2025 vs 2024 | Period ended | 2025 vs 2024 | |||||||||||||||||||||||||||||||||||||||||||||
| (In millions) | June 30, 2025 | June 30, 2024 | Variance Attributable to Currency Movement | Variance on a Functional currency basis | Total Functional Currency Variance % | Total Reported Variance % | June 30, 2025 | June 30, 2024 | Variance Attributable to Currency Movement | Variance on a Functional currency basis | Total Functional Currency Variance % | Total Reported Variance % | ||||||||||||||||||||||||||||||||||||
| Revenue: | ||||||||||||||||||||||||||||||||||||||||||||||||
| Service | $ | 21.3 | $ | 17.0 | $ | 1.2 | $ | 3.1 | 18 | % | 25 | % | $ | 40.2 | $ | 34.7 | $ | 1.1 | $ | 4.4 | 13 | % | 16 | % | ||||||||||||||||||||||||
| Product | 5.9 | 9.3 | 0.3 | (3.7 | ) | (40 | )% | (37 | )% | 8.7 | 14.7 | 0.4 | (6.4 | ) | (44 | )% | (41 | )% | ||||||||||||||||||||||||||||||
| Total revenue | 27.2 | 26.3 | 1.5 | (0.6 | ) | (2 | )% | 3 | % | 48.9 | 49.4 | 1.5 | (2.0 | ) | (4 | )% | (1 | )% | ||||||||||||||||||||||||||||||
| Cost of Sales, excluding depreciation and amortization: | ||||||||||||||||||||||||||||||||||||||||||||||||
| Cost of Service | (5.7 | ) | (5.1 | ) | (0.4 | ) | (0.2 | ) | 4 | % | 12 | % | (11.1 | ) | (10.9 | ) | (0.3 | ) | 0.1 | (1 | )% | 2 | % | |||||||||||||||||||||||||
| Cost of Product | (3.8 | ) | (5.6 | ) | (0.2 | ) | 2.0 | (36 | )% | (32 | )% | (6.4 | ) | (9.9 | ) | (0.2 | ) | 3.7 | (37 | )% | (35 | )% | ||||||||||||||||||||||||||
| Total cost of sales | (9.5 | ) | (10.7 | ) | (0.6 | ) | 1.8 | (17 | )% | (11 | )% | (17.5 | ) | (20.8 | ) | (0.5 | ) | 3.8 | (18 | )% | (16 | )% | ||||||||||||||||||||||||||
| Staff-related selling, general and administrative expenses | (4.1 | ) | (4.5 | ) | (0.1 | ) | 0.5 | (11 | )% | (9 | )% | (7.5 | ) | (9.2 | ) | (0.2 | ) | 1.9 | (21 | )% | (18 | )% | ||||||||||||||||||||||||||
| Non-staff related selling, general and administrative expenses | (2.7 | ) | (2.4 | ) | (0.1 | ) | (0.2 | ) | 8 | % | 13 | % | (5.6 | ) | (5.3 | ) | (0.1 | ) | (0.2 | ) | 4 | % | 6 | % | ||||||||||||||||||||||||
| Labor costs capitalized | 1.9 | 0.8 | 0.1 | 1.0 | 125 | % | 138 | % | 3.8 | 1.8 | 0.2 | 1.8 | 100 | % | 111 | % | ||||||||||||||||||||||||||||||||
| Other segment items: | ||||||||||||||||||||||||||||||||||||||||||||||||
| Stock-based compensation | (0.3 | ) | (0.2 | ) | - | (0.1 | ) | 50 | % | 50 | % | (0.5 | ) | (0.4 | ) | - | (0.1 | ) | 25 | % | 25 | % | ||||||||||||||||||||||||||
| Depreciation and amortization | (6.8 | ) | (3.3 | ) | (0.4 | ) | (3.1 | ) | 94 | % | 106 | % | (11.5 | ) | (7.4 | ) | (0.4 | ) | (3.7 | ) | 50 | % | 55 | % | ||||||||||||||||||||||||
| Other selling, general and administrative expenses | (0.4 | ) | (0.3 | ) | - | (0.1 | ) | 33 | % | 33 | % | (0.6 | ) | (0.3 | ) | - | (0.3 | ) | 100 | % | 100 | % | ||||||||||||||||||||||||||
| Net operating Income | $ | 5.3 | $ | 5.7 | $ | 0.4 | $ | (0.8 | ) | (14 | )% | (7 | )% | $ | 9.5 | $ | 7.8 | $ | 0.5 | $ | 1.2 | 15 | % | 22 | % | |||||||||||||||||||||||
| Exchange Rate - $ to £ | 1.34 | 1.26 | 1.30 | 1.26 | ||||||||||||||||||||||||||||||||||||||||||||
Note: Exchange rate in the table is calculated by dividing the USD total revenue by the GBP total revenue, therefore this could be slightly different from the average rate during the period depending on timing of transactions.
All variances discussed in the Gaming results below are on a functional currency (at constant rate) basis, which excludes the impact of any changes in foreign currency exchange rates.
Gaming Revenue
During the three and six-month period ended June 30, 2025, Gaming revenue decreased by $0.6 million and $2.0 million, or 2% and 4% respectively compare to the three and six month period ended June 30, 2024. This was driven by decreases in Product revenue of $3.7 million and $6.4 million, respectively, partially offset by increases in Service revenue of $3.1 million and $4.4 million, respectively.
For the three-month period ended June 30, 2025 compared to the three-month period ended June 30, 2024, the increase in Gaming Service revenue was driven by increases of $2.7 million in the UK market predominantly due to the William Hill Vantage® terminal deployment, and a $0.7 million increase in the Greek market.
For the six-month period ended June 30, 2025 compared to the six-month period ended June 30, 2024, the increase in Gaming Service revenue was driven by an increase of $3.3 million from the UK markets predominantly due to the William Hill Vantage® terminal deployment, inclusive of UK LBO shop closures, and a $1.5 million increase from Greece.
For the three and six-month period ended June 30, 2025 compared to the three and six-month period ended June 30, 2024 the Product revenue decrease was driven by lower unit sales, as the prior year period contained higher volumes of hardware sales which are less predictable in nature.
| 29 |
Gaming operating income
Net income for the three-month period ended June 30, 2025, decreased by $0.8 million, compared to the three-month period ended June 30, 2024. The decrease was primarily driven by an increase in depreciation and amortization of $3.1 million partially offset by a decrease in Cost of Product of $2.0 million due to the lower volumes of hardware sales.
Net income for the six-month period ended June 30, 2025, increased by $1.2 million, compared to the six-month period ended June 30, 2024. The increase was primarily due to a reduction in staff-related selling, general and administrative expenses of $1.3 million driven by the closure of the Bridgend manufacturing facility in 2024 as well as a decrease in Cost of Product of $3.7 due to lower volumes of hardware sales.
Virtual Sports
We generate revenue from our Virtual Sports segment through the on-premise solution and hosting of our products. We primarily receive fees on a participation basis. Our participation contracts are typically structured to pay us a percentage of net win (defined as net revenue to our operator customers, after deducting player winnings, free bets or plays and other promotional costs and any relevant regulatory levies) from Virtual Sports content placed on our customers’ websites or in our customers’ facilities. Typically, we recognize revenue from these arrangements on a daily basis over the term of the contract.
Revenue growth for our Virtual Sports segment is principally driven by the number of customers we have, the net win performance of the games and the net win percentage that we receive pursuant to our contracts with our customers.
Virtual Sports, Key Performance Indicators
For the Three-Month Period ended | Variance | For the Six-Month Period ended | Variance | |||||||||||||||||||||||||||||
| June 30, | June 30, | 2025 vs 2024 | June 30, | June 30, | 2025 vs 2024 | |||||||||||||||||||||||||||
| 2025 | 2024 | % | 2025 | 2024 | % | |||||||||||||||||||||||||||
| Virtuals | ||||||||||||||||||||||||||||||||
| No. of Live Customers at the end of the period | 59 | 57 | 2 | 3.5 | % | 59 | 57 | 2 | 3.5 | % | ||||||||||||||||||||||
| Average No. of Live Customers | 58 | 57 | 1 | 1.8 | % | 58 | 56 | 2 | 3.6 | % | ||||||||||||||||||||||
| Total Revenue (£’m) | £ | 6.9 | £ | 9.3 | £ | (2.4 | ) | (25.8 | )% | £ | 13.9 | £ | 19.0 | £ | (5.1 | ) | (26.8 | )% | ||||||||||||||
| Total Revenue £’m - Retail | £ | 2.3 | £ | 2.6 | £ | (0.3 | ) | (11.5 | )% | £ | 4.4 | £ | 4.9 | £ | (0.5 | ) | (10.2 | )% | ||||||||||||||
| Total Revenue £’m - Online Virtuals | £ | 4.6 | £ | 6.7 | £ | (2.1 | ) | (31.3 | )% | £ | 9.4 | £ | 14.1 | £ | (4.7 | ) | (33.3 | )% | ||||||||||||||
In the table above:
“No. of Live Customers at the end of the period” and “Average No. of Live Customers” represent the number of customers from which there is Virtual Sports revenue at the end of the period and the average number of customers from which there is Virtual Sports revenue during the period, respectively.
“Total Revenue (£m)” represents total revenue for the Virtual Sports segment, including recurring and upfront service revenue. Total revenue is also divided between “Total Revenue (£m) – Retail,” which consists of revenue earned through players wagering at Virtual Sports venues, “Total Revenue (£m) – Online Virtuals,” which consists of revenue earned through players wagering on Virtual Sports online.
| 30 |
Virtual Sports, Recurring Revenue
Set forth below is a breakdown of our Virtual Sports recurring revenue, which consists of Retail Virtuals and Online Virtuals recurring revenue as well as long-term license amortization. See “Virtual Sports Segment Revenue” below for a discussion of Virtual Sports Service revenue between the periods under review.
For the Three-Month Period ended | Variance | For the Six-Month Period ended | Variance | |||||||||||||||||||||||||||||
| June 30, | June 30, | 2025 vs 2024 | June 30, | June 30, | 2025 vs 2024 | |||||||||||||||||||||||||||
| (In £ millions) | 2025 | 2024 | % | 2025 | 2024 | % | ||||||||||||||||||||||||||
| Virtual Sports Recurring Revenue | ||||||||||||||||||||||||||||||||
| Total Virtual Sports Revenue | £ | 6.9 | £ | 9.3 | £ | (2.4 | ) | (26 | )% | £ | 13.8 | £ | 19.1 | £ | (5.3 | ) | (28 | )% | ||||||||||||||
| Recurring Revenue - Retail Virtuals | £ | 2.1 | £ | 2.5 | £ | (0.4 | ) | (16 | )% | £ | 4.1 | £ | 4.8 | £ | (0.7 | ) | (15 | )% | ||||||||||||||
| Recurring Revenue - Online Virtuals | £ | 4.5 | £ | 6.6 | £ | (2.1 | ) | (32 | )% | £ | 9.1 | £ | 13.8 | £ | (4.7 | ) | (34 | )% | ||||||||||||||
| Total Virtual Sports Long-term license amortization | £ | 0.3 | £ | 0.0 | £ | 0.3 | 100 | % | £ | 0.5 | £ | 0.1 | £ | 0.4 | 400 | % | ||||||||||||||||
| Total Virtual Sports Recurring Revenue | £ | 6.9 | £ | 9.1 | £ | (2.2 | ) | (24 | )% | £ | 13.7 | £ | 18.7 | £ | (5.0 | ) | (27 | )% | ||||||||||||||
| Virtual Sports Recurring Revenue as a Percentage of Total Virtual Sports Revenue | 100 | % | 98 | % | 99 | % | 98 | % | ||||||||||||||||||||||||
“Recurring Revenue” includes our share of revenue generated from (i) our Virtual Sports products placed with operators; (ii) licensing our game content and intellectual property to third parties; and (iii) our games on third-party online gaming platforms that are interoperable with our game servers.
“Virtual Sports Long term license amortization” is the upfront license fee which is typically spread over the life of the contract.
| 31 |
Virtual Sports, Results of Operations
| For the Three-Month | Variance | For the Six-Month | Variance | |||||||||||||||||||||||||||||||||||||||||||||
| Period ended | 2025 vs 2024 | Period ended | 2025 vs 2024 | |||||||||||||||||||||||||||||||||||||||||||||
| (In millions) | June 30, 2025 | June 30, 2024 | Variance Attributable to Currency Movement | Variance on a Functional currency basis | Total Functional Currency Variance % | Total Reported Variance % | June 30, 2025 | June 30, 2024 | Variance Attributable to Currency Movement | Variance on a Functional currency basis | Total Functional Currency Variance % | Total Reported Variance % | ||||||||||||||||||||||||||||||||||||
| Service Revenue | $ | 9.2 | $ | 11.7 | $ | 0.5 | $ | (3.0 | ) | (26 | )% | (21 | )% | $ | 17.9 | $ | 24.1 | $ | 0.5 | $ | (6.7 | ) | (28 | )% | (26 | )% | ||||||||||||||||||||||
| Cost of Service | (0.7 | ) | (0.1 | ) | - | (0.6 | ) | 600 | % | 600 | % | (1.2 | ) | (0.5 | ) | - | (0.7 | ) | 140 | % | 140 | % | ||||||||||||||||||||||||||
| Staff-related selling, general and administrative expenses | (2.4 | ) | (2.2 | ) | (0.1 | ) | (0.1 | ) | 5 | % | 9 | % | (4.6 | ) | (4.5 | ) | (0.1 | ) | - | - | 2 | % | ||||||||||||||||||||||||||
| Non-staff related selling, general and administrative expenses | (0.5 | ) | (0.6 | ) | - | 0.1 | (17 | )% | (17) | % | (1.1 | ) | (1.3 | ) | - | 0.2 | (15 | )% | (15 | )% | ||||||||||||||||||||||||||||
| Labor costs capitalized | 1.0 | 0.8 | - | 0.2 | 25 | % | 25 | % | 1.9 | 2.2 | - | (0.3 | ) | (14 | )% | (14 | )% | |||||||||||||||||||||||||||||||
| Other segment items: | ||||||||||||||||||||||||||||||||||||||||||||||||
| Staff-related selling, general and administrative expenses | ||||||||||||||||||||||||||||||||||||||||||||||||
| Stock-based compensation | (0.1 | ) | (0.1 | ) | - | - | - | - | (0.2 | ) | (0.2 | ) | - | - | - | - | ||||||||||||||||||||||||||||||||
| Depreciation and amortization | (1.9 | ) | (2.5 | ) | (0.1 | ) | 0.7 | (28 | )% | (24 | )% | (3.2 | ) | (3.4 | ) | (0.2 | ) | 0.4 | (12 | )% | (6 | )% | ||||||||||||||||||||||||||
| Net operating Income | $ | 4.6 | $ | 7.0 | $ | 0.3 | $ | (2.7 | ) | (39 | )% | (34 | )% | $ | 9.5 | $ | 16.4 | $ | 0.2 | $ | (7.1 | ) | (43 | )% | (42 | )% | ||||||||||||||||||||||
| Exchange Rate - $ to £ | 1.34 | 1.26 | 1.30 | 1.26 | ||||||||||||||||||||||||||||||||||||||||||||
Note: Exchange rate in the table is calculated by dividing the USD service revenue by the GBP service revenue, therefore this could be slightly different from the average rate during the period depending on timing of transactions.
All variances discussed in the Virtual Sports results below are on a functional currency (at constant rate) basis, which excludes the impact of any changes in foreign currency exchange rates.
Virtual Sports revenue
During the three and six-month period ended June 30, 2025, revenue decreased by $3.0 million and $6.7 million, or 26% and 28%, respectively compared to the three and six-month period ended June 30, 2024 primarily driven by a regulation in the Brazilian market and introduction of new levies.
Virtual Sports net operating income
During the three and six-month period ended June 30, 2025, operating income decreased by $2.7 million and $7.1 million respectively compared to the three and six-month period ended June 30, 2024, primarily due to the decreases in revenues and increases in the associated cost of sales mainly related to regulation of the Brazilian market and introduction of new levies.
Interactive
We generate revenue from our Interactive segment through the various games and content made available via third party aggregation platforms with Inspired’s remote gaming server or directly on the customers remote gaming server platform, and services such as customer support, platform maintenance, updates and upgrades. Typically, we receive fees on a participation basis. Our participation contracts are usually structured to pay us a percentage of net win (defined as net revenue to our operator customers, after deducting player winnings, free bets or plays and other promotional costs and any relevant regulatory levies) from Interactive content placed on our customers’ websites. Typically, we recognize revenue from these arrangements on a daily basis over the term of the contract.
Revenue growth for our Interactive segment is principally driven by the number of customers we have, the number of live games, the net win performance of the games and the net win percentage that we receive pursuant to our contracts with our customers.
| 32 |
Interactive, Key Performance Indicators
| For the Three-Month Period ended | Variance | For the Six-Month Period ended | Variance | |||||||||||||||||||||||||||||
| June 30, | June 30, | 2025 vs 2024 | June 30, | June 30, | 2025 vs 2024 | |||||||||||||||||||||||||||
| 2025 | 2024 | % | 2025 | 2024 | % | |||||||||||||||||||||||||||
| Interactive | ||||||||||||||||||||||||||||||||
| No. of Live Customers at the end of the period | 196 | 164 | 32 | 19.5 | % | 196 | 164 | 32 | 19.5 | % | ||||||||||||||||||||||
| Average No. of Live Customers | 194 | 161 | 33 | 20.5 | % | 189 | 158 | 31 | 19.6 | % | ||||||||||||||||||||||
| No. of Games available at the end of the period | 320 | 307 | 13 | 4.2 | % | 320 | 307 | 13 | 4.2 | % | ||||||||||||||||||||||
| Average No. of Games available | 318 | 303 | 15 | 4.9 | % | 321 | 299 | 22 | 7.4 | % | ||||||||||||||||||||||
| No. of Live Games at the end of the period | 296 | 292 | 4 | 1.4 | % | 296 | 292 | 4 | 1.4 | % | ||||||||||||||||||||||
| Average No. of Live Games | 294 | 286 | 8 | 2.8 | % | 297 | 280 | 17 | 6.1 | % | ||||||||||||||||||||||
| Total Revenue (£’m) | £ | 10.1 | £ | 7.4 | £ | 2.7 | 36.5 | % | £ | 19.7 | £ | 13.8 | £ | 5.9 | 42.8 | % | ||||||||||||||||
In the table above:
“No. of Live Customers at the end of the period” and “Average No. of Live Customers” represent the number of customers from which there is Interactive revenue at the end of the period and the average number of customers from which there is Interactive revenue during the period, respectively.
“No. of Games available at the end of the period” and “Average No. of Games available” represents the number of games that are available for operators to deploy at the end of the period (including inactive legacy games still available and inactive new games that are available but have not yet gone live with any operators) and the average number of games that are available for operators to deploy during the period, respectively. This incorporates both live games and inactive games.
“No. of Live Games at the end of the period” and “Average No. of Live Games” represents the number of games from which there is Interactive revenue at the end of the period and the average number of games from which there is Interactive revenue during the period, respectively.
“Total Revenue (£m)” represents total revenue for the Interactive segment, including recurring and upfront service revenue.
| 33 |
Interactive, Results of Operations
For the Three-Month | Variance | For the Six-Month | Variance | |||||||||||||||||||||||||||||||||||||||||||||
| Period ended | 2025 vs 2024 | Period ended | 2025 vs 2024 | |||||||||||||||||||||||||||||||||||||||||||||
| (In millions) | June 30, 2025 | June 30, 2024 | Variance Attributable to Currency Movement | Variance on a Functional currency basis | Total Functional Currency Variance % | Total Reported Variance % | June 30, 2025 | June 30, 2024 | Variance Attributable to Currency Movement | Variance on a Functional currency basis | Total Functional Currency Variance % | Total Reported Variance % | ||||||||||||||||||||||||||||||||||||
| Service Revenue | $ | 13.6 | $ | 9.4 | $ | 0.6 | $ | 3.6 | 38 | % | 45 | % | $ | 25.7 | $ | 17.5 | $ | 0.5 | $ | 7.7 | 44 | % | 47 | % | ||||||||||||||||||||||||
| Cost of Service | (0.8 | ) | (0.5 | ) | - | (0.3 | ) | 60 | % | 60 | % | (1.4 | ) | (1.1 | ) | - | (0.3 | ) | 27 | % | 27 | % | ||||||||||||||||||||||||||
| Staff-related selling, general and administrative expenses | (3.0 | ) | (2.1 | ) | (0.1 | ) | (0.8 | ) | 38 | % | 43 | % | (5.4 | ) | (4.3 | ) | (0.1 | ) | (1.0 | ) | 23 | % | 26 | % | ||||||||||||||||||||||||
| Non-staff related selling, general and administrative expenses | (1.6 | ) | (1.2 | ) | (0.1 | ) | (0.3 | ) | 25 | % | 33 | % | (3.6 | ) | (2.7 | ) | (0.1 | ) | (0.8 | ) | 30 | % | 33 | % | ||||||||||||||||||||||||
| Labor costs capitalized | 0.9 | 0.5 | 0.1 | 0.3 | 60 | % | 80 | % | 1.5 | 1.1 | 0.1 | 0.3 | 27 | % | 36 | % | ||||||||||||||||||||||||||||||||
| Other segment items: | ||||||||||||||||||||||||||||||||||||||||||||||||
| Stock-based compensation | (0.2 | ) | (0.1 | ) | - | (0.1 | ) | 100 | % | 100 | % | (0.3 | ) | (0.2 | ) | - | (0.1 | ) | 50 | % | 50 | % | ||||||||||||||||||||||||||
| Depreciation and amortization | (1.6 | ) | (1.2 | ) | (0.3 | ) | (0.1 | ) | 8 | % | 33 | % | (2.3 | ) | (2.4 | ) | (0.3 | ) | 0.4 | (17 | )% | (4 | )% | |||||||||||||||||||||||||
| Net operating Income | $ | 7.3 | $ | 4.8 | $ | 0.2 | $ | 2.3 | 48 | % | 52 | % | $ | 14.2 | $ | 7.9 | $ | 0.1 | $ | 6.2 | 78 | % | 80 | % | ||||||||||||||||||||||||
| Exchange Rate - $ to £ | 1.34 | 1.26 | 1.30 | 1.26 | ||||||||||||||||||||||||||||||||||||||||||||
Note: Exchange rate in the table is calculated by dividing the USD service revenue by the GBP service revenue, therefore this could be slightly different from the average rate during the period depending on timing of transactions.
All variances discussed in the Interactive results below are on a functional currency (at constant rate) basis, which excludes the impact of any changes in foreign currency exchange rates.
Interactive revenue
During three-month period ended June 30, 2025, revenue increased by $3.6 million, or 38% compared to the three-month period ended June 30, 2024 mainly driven by revenue growth in the UK, and North America due to the launch of new content across the estate and increased promotional activity through exclusive deals with tier-one customers.
During the six-month period ended June 30, 2025, revenue increased by $7.7 million, or 44% compared to the six-month period ended June 30, 2024 primarily driven by revenue growth in the UK, mainland Europe and Latin America.
Interactive Net operating income
Operating income for the three and six-month periods ended June 30, 2025, increased by $2.3 million and $6.2 million, respectively compared to the three and six-month period ended June 30, 2024.
For the three-month period ended June 30,2025 compared to the three-month period ended June 30, 2024, this increase was driven by the increase in Gross Margin of $3.3 million, partially offset by increases in Staff-related selling, general and administrative expenses of $0.8 million.
For the six-month period ended June 30, 2025 compared to the six-month period ended June 30, 2024, this increase was driven by the increase in gross margin of $7.4 million, partially offset by increases in staff-related selling, general and administration expenses of $1.0 million and non-staff related selling, general and administrative expenses of $0.8 million.
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Leisure
We typically generate revenue from our Leisure segment through the supply of our gaming and amusement machines. We receive rental fees for machines, typically on a long-term contract basis, on both a participation and fixed fee basis. Our participation contracts are usually structured to pay us a percentage of net win (defined as net revenue to our operator customers, after deducting player winnings, free bets or plays, any relevant regulatory levies and minimum fixed incomes where applicable) from machines placed in our customers’ facilities. We generally recognize revenue from these arrangements on a daily basis over the term of the contract.
Revenue growth for our Leisure segment is principally driven by the number of customers we have, the number of machines in operation, the net win performance of the machines and the net win percentage that we receive pursuant to our contracts with our customers.
Leisure, Key Performance Indicators
| For the Three-Month Period ended | Variance | For the Six-Month Period ended | Variance | |||||||||||||||||||||||||||||
| June 30, | June 30, | 2025 vs 2024 | June 30, | June 30, | 2025 vs 2024 | |||||||||||||||||||||||||||
| 2025 | 2024 | % | 2025 | 2024 | % | |||||||||||||||||||||||||||
| Leisure | ||||||||||||||||||||||||||||||||
| End of period installed base Gaming machines (# of terminals) | 9,666 | 10,540 | (874 | ) | (8.3 | )% | 9,666 | 10,540 | (874 | ) | (8.3 | )% | ||||||||||||||||||||
| Average installed base Gaming machines (# of terminals) | 9,703 | 10,600 | (897 | ) | (8.5 | )% | 9,799 | 10,639 | (840 | ) | (7.9 | )% | ||||||||||||||||||||
| End of period installed base Other (# of terminals) | 2,914 | 3,901 | (987 | ) | (25.3 | )% | 2,914 | 3,901 | (987 | ) | (25.3 | )% | ||||||||||||||||||||
| Average installed base Other (# of terminals) | 2,931 | 3,993 | (1,062 | ) | (26.6 | )% | 3,118 | 4,047 | (929 | ) | (23.0 | )% | ||||||||||||||||||||
| Pub Digital Gaming Machines - Average installed base (# of terminals) | 6,147 | 6,253 | (106 | ) | (1.7 | )% | 6,124 | 6,281 | (157 | ) | (2.5 | )% | ||||||||||||||||||||
| Pub Analogue Gaming Machines - Average installed base (# of terminals) | 65 | 132 | (67 | ) | (50.8 | )% | 66 | 146 | (80 | ) | (54.8 | )% | ||||||||||||||||||||
| MSA and Bingo Gaming Machines - Average installed base (# of terminals)(1) | 2,468 | 3,013 | (545 | ) | (18.1 | )% | 2,570 | 3,035 | (465 | ) | (15.3 | )% | ||||||||||||||||||||
| Inspired Leisure Revenue per Gaming Machine per week | £ | 77.9 | £ | 69.4 | £ | 8.5 | 12.2 | % | £ | 76.1 | £ | 69.8 | £ | 6.3 | 9.0 | % | ||||||||||||||||
| Inspired Pub Digital Revenue per Gaming Machine per week | £ | 74.9 | £ | 73.4 | £ | 1.5 | 2.0 | % | £ | 74.5 | £ | 73.3 | £ | 1.2 | 1.6 | % | ||||||||||||||||
| Inspired Pub Analogue Revenue per Gaming Machine per week | £ | 25.8 | £ | 32.2 | £ | (6.4 | ) | (19.9 | )% | £ | 25.4 | £ | 32.0 | £ | (6.6 | ) | (20.6 | )% | ||||||||||||||
| Inspired MSA and Bingo Revenue per Gaming Machine per week | £ | 111.9 | £ | 94.6 | £ | 17.3 | 18.3 | % | £ | 106.5 | £ | 93.1 | £ | 13.4 | 14.4 | % | ||||||||||||||||
| Inspired Other Revenue per Machine per week | £ | 37.8 | £ | 23.6 | £ | 14.2 | 60.2 | % | £ | 34.1 | £ | 23.8 | £ | 10.3 | 43.3 | % | ||||||||||||||||
| Total Holiday Parks Revenue (Gaming and Non Gaming) (£’m) | £ | 11.0 | £ | 10.4 | £ | 0.6 | 5.8 | % | £ | 13.9 | £ | 13.5 | £ | 0.4 | 3.0 | % | ||||||||||||||||
| (1) | Motorway Service Area machines |
In the table above:
“End of period installed base Gaming” and “Average installed base Gaming” represent the number of gaming machines installed (excluding Holiday Park machines) that are Category B and Category C only (UK Gambling Act 2005 places machines into categories dependent on maximum stake and prize available), from which there is participation or rental revenue at the end of the period or as an average over the period.
“End of period installed base Other” and “Average installed base Other” represent the number of all other category machines installed (excluding Holiday Park machines) from which there is participation or rental revenue at the end of the period or as an average over the period.
“Revenue per machine unit per week” represents the average weekly participation or rental revenue recognized during the period.
Leisure, Results of Operations
For the Three-Month | Variance | For the Six-Month | Variance | |||||||||||||||||||||||||||||||||||||||||||||
| Period ended | 2025 vs 2024 | Period ended | 2025 vs 2024 | |||||||||||||||||||||||||||||||||||||||||||||
| (In millions) | June 30, 2025 | June 30, 2024 | Variance Attributable to Currency Movement | Variance on a Functional currency basis | Total Functional Currency Variance % | Total Reported Variance % | June 30, 2025 | June 30, 2024 | Variance Attributable to Currency Movement | Variance on a Functional currency basis | Total Functional Currency Variance % | Total Reported Variance % | ||||||||||||||||||||||||||||||||||||
| Revenue: | ||||||||||||||||||||||||||||||||||||||||||||||||
| Service | $ | 29.7 | $ | 26.8 | $ | 1.6 | $ | 1.3 | 5 | % | 11 | % | $ | 47.0 | $ | 44.8 | $ | 1.5 | $ | 0.7 | 2 | % | 5 | % | ||||||||||||||||||||||||
| Product | 0.6 | 0.6 | - | - | 0 | % | 0 | % | 1.2 | 1.2 | - | - | 0 | % | 0 | % | ||||||||||||||||||||||||||||||||
| Total revenue | 30.3 | 27.4 | 1.6 | 1.3 | 5 | % | 11 | % | 48.2 | 46.0 | 1.5 | 0.7 | 2 | % | 5 | % | ||||||||||||||||||||||||||||||||
| Cost of Sales, excluding depreciation and amortization: | ||||||||||||||||||||||||||||||||||||||||||||||||
| Cost of Service | (14.0 | ) | (13.3 | ) | (0.7 | ) | - | 0 | % | 5 | % | (22.5 | ) | (22.4 | ) | (0.7 | ) | 0.6 | (3 | )% | 0 | % | ||||||||||||||||||||||||||
| Cost of Product | (0.2 | ) | (0.2 | ) | - | - | - | - | (0.5 | ) | (0.4 | ) | - | (0.1 | ) | 25 | % | 25 | % | |||||||||||||||||||||||||||||
| Total cost of sales | (14.2 | ) | (13.5 | ) | (0.7 | ) | - | - | 5 | % | (23.0 | ) | (22.8 | ) | (0.7 | ) | 0.5 | 2 | % | 1 | % | |||||||||||||||||||||||||||
| Staff-related selling, general and administrative expenses | (4.6 | ) | (4.2 | ) | (0.3 | ) | (0.1 | ) | 2 | % | 10 | % | (8.6 | ) | (8.4 | ) | (0.2 | ) | - | 0 | % | 2 | % | |||||||||||||||||||||||||
| Non-staff related selling, general and administrative expenses | (3.8 | ) | (3.8 | ) | (0.2 | ) | 0.2 | 5 | % | 0 | % | (7.3 | ) | (7.4 | ) | (0.2 | ) | 0.3 | (4 | )% | (1 | )% | ||||||||||||||||||||||||||
| Labor costs capitalized | - | 0.2 | - | (0.2 | ) | (100 | )% | (100 | )% | 0.1 | 0.5 | - | (0.4 | ) | (80 | )% | (80 | )% | ||||||||||||||||||||||||||||||
| Other segment items: | ||||||||||||||||||||||||||||||||||||||||||||||||
| Stock-based compensation | (0.2 | ) | (0.1 | ) | - | (0.1 | ) | 100 | % | 100 | % | (0.3 | ) | (0.2 | ) | - | (0.1 | ) | 50 | % | 50 | % | ||||||||||||||||||||||||||
| Depreciation and amortization | (4.1 | ) | (3.0 | ) | (0.2 | ) | (0.9 | ) | 30 | % | 37 | % | (7.3 | ) | (6.0 | ) | (0.2 | ) | (1.1 | ) | 18 | % | 22 | % | ||||||||||||||||||||||||
| Other selling, general and administrative expenses | - | - | - | - | - | - | - | - | - | - | - | - | ||||||||||||||||||||||||||||||||||||
| Net operating Income | $ | 3.4 | $ | 3.0 | $ | 0.2 | $ | 0.2 | 7 | % | 13 | % | $ | 1.8 | $ | 1.7 | $ | 0.2 | $ | (0.1 | ) | (6 | )% | 6 | % | |||||||||||||||||||||||
| Exchange Rate - $ to £ | 1.34 | 1.26 | 1.30 | 1.26 | ||||||||||||||||||||||||||||||||||||||||||||
Note: Exchange rate in the table is calculated by dividing the USD total revenue by the GBP total revenue, therefore this could be slightly different from the average rate during the period depending on timing of transactions.
All variances discussed in the Leisure results below are on a functional currency (at constant rate) basis, which excludes the impact of any changes in foreign currency exchange rates.
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Leisure Revenue
For the three-month period ended June 30, 2025, revenue increased by $1.3 million or 5% compared to the three-month period ended June 30,2024, predominantly due to the timing of a key public holiday in UK.
For the six-month period ended June 30, 2025 revenue increased by $0.7 million or 2% compared to the six-month period ended June 30, 2024 mainly due to increases in Holiday due to revenue growth in both existing and new sites added in the prior twelve-month period as well as revenue growth in the Bingo sector.
Leisure Net Operating Income
Operating income for the three-month period ended June 30, 2025 increased $0.2 million compared to the three-month period ended June 30, 2024. This was primarily due to the increase in revenue of 1.3 million partially offset by an increase in depreciation and amortization of $0.9 million for Gaming machine additions.
Operating income for the six-month period ended June 30, 2025 decreased $0.1 million compared to the six-month period ended June 30, 2024.
Non-GAAP Financial Measures
We use certain non-GAAP financial measures, including EBITDA, to analyze our operating performance. We use these financial measures to manage our business on a day-to-day basis. We believe that these measures are also commonly used in our industry to measure performance. For these reasons, we believe that these non-GAAP financial measures provide expanded insight into our business, in addition to standard U.S. GAAP financial measures. There are no specific rules or regulations for defining and using non-GAAP financial measures, and as a result the measures we use may not be comparable to measures used by other companies, even if they have similar labels. The presentation of non-GAAP financial information should not be considered in isolation from, or as a substitute for, or superior to, financial information prepared and presented in accordance with U.S. GAAP. You should consider our non-GAAP financial measures in conjunction with our U.S. GAAP financial measures.
We define our non-GAAP financial measures as follows:
EBITDA is defined as net income (loss) excluding depreciation and amortization, interest expense, interest income and income tax expense.
Adjusted EBITDA is defined as net income (loss) excluding depreciation and amortization, interest expense, interest income and income tax expense, and other additional exclusions and adjustments (see Adjusted EBITDA reconciliation table). Such additional excluded amounts include stock-based compensation U.S. GAAP charges where the associated liability is expected to be settled in stock, and changes in the value of earnout liabilities and income and expenditure in relation to legacy portions of the business (being those portions where trading no longer occurs) including closed defined benefit pension schemes. Additional adjustments are made for items considered outside the normal course of business, including but not limited to (1) restructuring costs, which include charges attributable to employee severance, impairments, management changes, restructuring, dual running costs, costs related to facility closures and integration costs, (2) merger and acquisition costs and (3) gains or losses not in the ordinary course of business (4) the costs of the restatement of previously issued financial statements.
We believe Adjusted EBITDA, when considered along with other performance measures, is a particularly useful performance measure, because it focuses on certain operating drivers of the business, including sales growth, operating costs, selling and administrative expense and other operating income and expense. We believe Adjusted EBITDA can provide a more complete understanding of our operating results and the trends to which we are subject, and an enhanced overall understanding of our financial performance and prospects for the future. Adjusted EBITDA is not intended to be a measure of liquidity or cash flows from operations or a measure comparable to net income or loss, because it does not take into account certain aspects of our operating performance (for example, it excludes non-recurring gains and losses which are not deemed to be a normal part of underlying business activities). Our use of Adjusted EBITDA may not be comparable to the use by other companies of similarly termed measures. Management compensates for these limitations by using Adjusted EBITDA as only one of several measures for evaluating our operating performance. In addition, capital expenditures, which affect depreciation and amortization, interest expense, and income tax benefit (expense), are evaluated separately by management.
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Adjusted Revenue (Revenue Excluding Low Margin Gaming Hardware Sales) is defined as revenue excluding Gaming hardware sales that are sold at Low Margin with the intention of securing longer term recurring revenue streams.
Functional Currency at Constant rate. Currency impacts discussed have been calculated as the current-period average GBP: USD rate less the equivalent average rate in the prior period, multiplied by the current period amount in our functional currency (GBP). The remaining difference, referred to as functional currency at constant rate, is calculated as the difference in our functional currency, multiplied by the prior-period average GBP: USD rate, as a proxy for functional currency at constant rate movement.
Currency Movement represents the difference between the results in our reporting currency (USD) and the results on a functional currency (at constant rate) basis.
Reconciliations from net loss, as shown in our Consolidates Statements of Operations and Comprehensive Income (Loss), to Adjusted EBITDA are shown below:
Reconciliation to Adjusted EBITDA by segment for the Three and Six Months ended June 30, 2025
| For the Three-Month Period ended | For the Six-Month Period ended | |||||||||||||||||||||||||||||||||||||||||||||||
| June 30, 2025 | June 30, 2025 | |||||||||||||||||||||||||||||||||||||||||||||||
| (In millions) | Total | Gaming | Virtual Sports | Interactive | Leisure | Corporate | Total | Gaming | Virtual Sports | Interactive | Leisure | Corporate | ||||||||||||||||||||||||||||||||||||
| Net Income/ (loss) | $ | (7.8 | ) | $ | 5.3 | $ | 4.6 | $ | 7.3 | $ | 3.4 | $ | (28.4 | ) | $ | (7.9 | ) | $ | 9.5 | $ | 9.5 | $ | 14.2 | $ | 1.8 | $ | (42.9 | ) | ||||||||||||||||||||
| Pension charges (1) | 0.3 | 0.3 | 0.5 | 0.5 | ||||||||||||||||||||||||||||||||||||||||||||
| Costs of group restructure (2) | 3.2 | 0.4 | 2.8 | 3.7 | 0.6 | 3.1 | ||||||||||||||||||||||||||||||||||||||||||
| Costs of group restatement (3) | (0.1 | ) | (0.1 | ) | 4.0 | 4.0 | ||||||||||||||||||||||||||||||||||||||||||
| Stock-based compensation expense (4) | 1.8 | 0.3 | 0.1 | 0.2 | 0.2 | 1.0 | 3.2 | 0.5 | 0.2 | 0.3 | 0.3 | 1.9 | ||||||||||||||||||||||||||||||||||||
| Depreciation and amortization (4) | 15.3 | 6.8 | 1.9 | 1.6 | 4.1 | 0.9 | 25.9 | 11.5 | 3.2 | 2.3 | 7.3 | 1.6 | ||||||||||||||||||||||||||||||||||||
| Interest expense net (4) | 7.1 | 7.1 | 14.1 | 14.1 | ||||||||||||||||||||||||||||||||||||||||||||
| Other finance expenses / (income) (4) | (0.2 | ) | (0.2 | ) | (0.4 | ) | (0.4 | ) | ||||||||||||||||||||||||||||||||||||||||
| Income tax (4) | 8.8 | 8.8 | 3.7 | 3.7 | ||||||||||||||||||||||||||||||||||||||||||||
| Adjusted EBITDA | $ | 28.4 | $ | 12.8 | $ | 6.6 | $ | 9.1 | $ | 7.7 | $ | (7.8 | ) | $ | 46.8 | $ | 22.1 | $ | 12.9 | $ | 16.8 | $ | 9.4 | $ | (14.4 | ) | ||||||||||||||||||||||
| Adjusted EBITDA | £ | 21.3 | £ | 9.6 | £ | 5.0 | £ | 6.8 | £ | 5.8 | £ | (5.9 | ) | £ | 35.8 | £ | 17.0 | £ | 9.9 | £ | 12.9 | £ | 7.1 | £ | (11.1 | ) | ||||||||||||||||||||||
| Exchange Rate - $ to £ (5) | 1.34 | 1.30 | ||||||||||||||||||||||||||||||||||||||||||||||
Note: Certain corporate function costs have not been allocated to the Company’s reportable operating segments because to do so would not be practical; these are shown in the Corporate category.
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Reconciliation to Adjusted EBITDA by segment for the Three and Six Months ended June 30, 2024
| For the Three-Month Period ended | For the Six-Month Period ended | |||||||||||||||||||||||||||||||||||||||||||||||
| June 30, 2024 | June 30, 2024 | |||||||||||||||||||||||||||||||||||||||||||||||
| (In millions) | Total | Gaming | Virtual Sports | Interactive | Leisure | Corporate | Total | Gaming | Virtual Sports | Interactive | Leisure | Corporate | ||||||||||||||||||||||||||||||||||||
| Net Income/ (loss) | $ | 1.4 | $ | 5.7 | $ | 7.0 | $ | 4.8 | $ | 3.0 | $ | (19.1 | ) | $ | (5.0 | ) | $ | 7.8 | $ | 16.4 | $ | 7.9 | $ | 1.7 | $ | (38.8 | ) | |||||||||||||||||||||
| Pension charges (1) | 0.3 | 0.3 | 0.6 | 0.6 | ||||||||||||||||||||||||||||||||||||||||||||
| Cost of Group Restructure (2) | 0.8 | 0.3 | 0.5 | 1.0 | 0.3 | 0.7 | ||||||||||||||||||||||||||||||||||||||||||
| Costs of group restatement (3) | 2.8 | 2.8 | 7.7 | 7.7 | ||||||||||||||||||||||||||||||||||||||||||||
| Stock-based compensation expense (4) | 1.6 | 0.2 | 0.1 | 0.1 | 0.1 | 1.1 | 3.9 | 0.4 | 0.2 | 0.2 | 0.2 | 2.9 | ||||||||||||||||||||||||||||||||||||
| Depreciation and amortization (4) | 10.5 | 3.3 | 2.5 | 1.2 | 3.0 | 0.5 | 20.2 | 7.4 | 3.4 | 2.4 | 6.0 | 1.0 | ||||||||||||||||||||||||||||||||||||
| Interest expense net (4) | 6.6 | 6.6 | 13.2 | 13.2 | ||||||||||||||||||||||||||||||||||||||||||||
| Other finance expenses / (income) (4) | (0.1 | ) | (0.1 | ) | (0.2 | ) | (0.2 | ) | ||||||||||||||||||||||||||||||||||||||||
| Income tax (4) | 0.8 | 0.8 | (1.4 | ) | (1.4 | ) | ||||||||||||||||||||||||||||||||||||||||||
| Adjusted EBITDA | $ | 24.7 | $ | 9.5 | $ | 9.6 | $ | 6.1 | $ | 6.1 | $ | (6.6 | ) | $ | 40.0 | $ | 15.9 | $ | 20.0 | $ | 10.5 | $ | 7.9 | $ | (14.3 | ) | ||||||||||||||||||||||
| Adjusted EBITDA | £ | 19.6 | £ | 7.5 | £ | 7.6 | £ | 4.9 | £ | 4.7 | £ | (5.1 | ) | £ | 31.8 | £ | 12.7 | £ | 15.7 | £ | 8.3 | £ | 6.3 | £ | (11.2 | ) | ||||||||||||||||||||||
| Exchange Rate - $ to £ (5) | 1.26 | 1.26 | ||||||||||||||||||||||||||||||||||||||||||||||
Note: Certain corporate function costs have not been allocated to the Company’s reportable operating segments because to do so would not be practical; these are shown in the Corporate category.
Notes to Adjusted EBITDA reconciliation tables above:
| (1) | “Pension charges” are profit and loss charges included within selling, general and administrative expenses, relating to a defined benefit scheme which was closed to new entrants in 1999 and to future accrual in 2010. As well as the amortization of net loss, the figure also includes charges relating to the Pension Protection Fund (which were historically borne by the pension scheme) and a small amount of associated professional services expenses. These costs are included within Corporate Functions. |
| (2) | “Costs of Group Restructure” includes redundancy costs, Payments In Lieu of Notice costs and any associated employer taxes. To qualify as being an adjusting item, costs must be part of a large restructuring project, which will net save ongoing future costs or be in relation to the exit of an Executive. |
| (3) | “Costs of group Restatement” includes accounting advice and other related costs associated with the restatement of financial statements. It also includes costs relating to the SEC inquiry that was concluded in January 2025. To qualify as an adjusting item, costs must be specific to the event and be neither normal nor recurring in nature. |
| (4) | Stock-based compensation expense, Depreciation and amortization, Total other expense, net and Income tax are described above in the Results of Operations line item discussions. Total expense, net includes interest income, interest expense, change in fair value of earnout liability, change in fair value of derivative liability and other finance income. |
| (5) | Exchange rate in the table is calculated by dividing the USD Adjusted EBITDA by the GBP Adjusted EBITDA, therefore this could be slightly different from the average rate during the period depending on timing of transactions. |
| (6) | “Profit on disposal of trade & assets” — In January 2022, the Company sold its Italian VLT business, including all terminals and other assets, staff costs and facilities and contracts to a non-connected party, recognizing a profit on this disposal. |
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Liquidity and Capital Resources
Six Months ended June 30, 2025, compared to Six Months ended June 30, 2024
| Six Months ended | Variance | |||||||||||
| June 30, | June 30, | 2025 to | ||||||||||
| (in millions) | 2025 | 2024 | 2024 | |||||||||
| Net loss | $ | (7.9 | ) | $ | (5.0 | ) | $ | (2.9 | ) | |||
| Amortization of debt fees | 1.3 | 0.6 | 0.7 | |||||||||
| Change in fair value of stock-based compensation expense | 3.2 | 3.9 | (0.7 | ) | ||||||||
| Deferred income taxes | (0.1 | ) | - | (0.1 | ) | |||||||
| Depreciation and amortization (incl right of use assets) | 27.5 | 22.2 | 5.3 | |||||||||
| Other net cash generated/(utilized) by operating activities | 16.7 | (18.1 | ) | 34.8 | ||||||||
| Net cash provided by operating activities | 40.7 | 3.6 | 37.1 | |||||||||
| Net cash used in investing activities | (31.2 | ) | (19.2 | ) | (12.0 | ) | ||||||
| Net cash generated/(used) by financing activities | 4.1 | (0.5 | ) | 4.6 | ||||||||
| Effect of exchange rates on cash | 3.4 | (0.4 | ) | 3.8 | ||||||||
| Net increase/(decrease) in cash and cash equivalents | $ | 17.0 | $ | (16.5 | ) | $ | 33.5 | |||||
Net cash provided by operating activities
For the six months ended June 30, 2025, net cash provided by operating activities was a $40.7 million inflow, compared to a $3.6 million inflow for the six months ended June 30, 2024, representing a $37.1 million increase in cash generation from operating activities. This increase was driven primarily through the collection of receipts in the current year relating to machine sales made at the end of the previous year and favorable timing on supplier payments.
Change in fair value of stock-based compensation expense decreased by $0.7 million to $3.2 million due to a $0.7 million reduction in the stock-based compensation expense.
Depreciation and amortization increased by $5.3 million, to $27.5 million, with increases of $3.9 million for machine depreciation and $1.9 million for software development amortization partly offset by $0.3million reductions for intangible assets and contract costs.
Other net cash generated/(utilized) by operating activities increased by $34.8 million, to a $16.7 million inflow. The relative movements between the six months ended June 30, 2025 and the six months ended June 30, 2024 resulted in favorable movements in accounts receivable of $23.5 million, in accounts payable and other creditors of $28.2 million and in inventory of $3.8 million. The favorable movement in accounts receivable was due to collection of receipts in the first half of 2025 from several significant machine hardware sales made at the end of 2024. The favorable movements from accounts payable was due to timing of supplier payments and the relative activity levels seen. These were partly offset by adverse movements in other debtors and prepayments of $18.5 million and long term liabilities of $1.9 million.
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Net cash used in investing activities
Net cash utilized in investing activities increased by $12.0 million, to $31.2 million during the six months ended June 30, 2025. This was driven by higher spend on plant, property and equipment of $11.5 million and on contract costs $2.0 million partly offset by lower capital software spend of $1.5 million.
Net cash used by financing activities
During the six months ended June 30, 2025, net cash generated by financing activities was $4.1 million. The refinancing of the business in June 2025 resulted in a net generation of cash of $8.2 million which was partly offset by a $4.1 million outflow relating to finance lease spend. During the six months ended June 30, 2024, net cash utilized by financing activities was $0.5 million all relating to finance lease spend.
Funding Needs and Sources
To fund our obligations, we have historically relied on a combination of cash flows provided by operations and the incurrence of additional debt or the refinancing of existing debt. As of June 30, 2025, we had liquidity consisting of $46.3 million in cash and cash equivalents and a further $24.4 million of undrawn revolver facility. This compares to $23.5 million of cash and cash equivalents as of June 30, 2024, with a further $6.3 million of revolver facilities undrawn. We had a working capital inflow of $16.7 million for the six months ended June 30, 2025, compared to an $18.1 million outflow for the six months ended June 30, 2024.
The level of our working capital surplus or deficit varies with the level of machine production we are undertaking and our capitalization as well as the seasonality evident in some of the businesses. In periods with minimal machine volumes and capital spend, our working capital is typically more stable. In periods where significant numbers of machines are being produced, the levels of inventory and creditors are typically higher and there is a natural timing difference between converting the stock into sellable or capitalized plant and settling payments to suppliers. These factors, along with movements in trading activity levels can result in significant working capital volatility. In periods of low activity, our working capital volatility is reduced. Working capital is reviewed and managed with the aim of ensuring that current liabilities are covered by the level of cash held and the expected level of short-term receipts.
Some of our business operations require cash to be held within the machines. As of June 30, 2025, $7.2 million of our $46.3 million of cash and cash equivalents were held as operational floats within the machines. At June 30, 2024, $6.4 million of our $23.5 million of cash and cash equivalents were held as operational floats within the machines
Management currently believes that the Company’s cash balances on hand, cash flows expected to be generated from operations, and the ability to control and defer capital projects will be sufficient to fund the Company’s net cash requirements through August 2026.
Long Term and Other Debt
| (In millions) | June 30, 2025 | June 30, 2024 | ||||||||||||||
| Cash held | £ | 33.8 | $ | 46.3 | £ | 18.6 | $ | 23.5 | ||||||||
| Revolver drawn | - | - | (15.0 | ) | (19.0 | ) | ||||||||||
| Original principal senior debt | (270.0 | ) | (370.0 | ) | (235.0 | ) | (297.1 | ) | ||||||||
| Cash interest accrued | (1.8 | ) | (2.4 | ) | (1.7 | ) | (2.1 | ) | ||||||||
| Finance lease creditors | (16.2 | ) | (22.2 | ) | (2.5 | ) | (3.1 | ) | ||||||||
| Total | £ | (254.2 | ) | $ | (348.3 | ) | £ | (235.5 | ) | $ | (297.8 | ) | ||||
Note: Table presented in GBP and USD as principle senior debt has a base currency of GBP, movements in the USD value represent foreign currency exchange rate fluctuations.
Debt Covenants
On June 4, 2025, the group entered into a Senior Note Purchase Agreement with the facilities being issued on June 9, 2025. At the same time the group entered into a Senior Facilities Agreement. These facilities also became available on June 9, 2025 but remained undrawn. At this point, all previously existing debt and revolver facilities were fully repaid. Full details of the refinancing of the group and of the terms and conditions of the new debt facilities can be found in Note 7 Long Term and Other Debt.
Under the Note Purchase Agreement in place as of June 30, 2025, we are subject to covenant testing on the Senior Notes. The Notes Purchase Agreement requires that the Company maintain a maximum consolidated senior secured net leverage ratio of 5.0x on the test date for the relevant periods ending September 30, 2025, December 31, 2025, March 31, 2026, June 30, 2026, September 30, 2026, December 31, 2026 and March 31, 2027, stepping down to 4.75x on June 30, 2027 and each relevant period thereafter (the “Notes Financial Covenant”). The Notes Financial Covenant is calculated as the ratio of consolidated senior secured net debt to consolidated pro forma EBITDA (defined as consolidated net income after adding back certain items including (without limitation) interest expense, taxes, depreciation and amortization expenses and exceptional or non-recurring costs and losses and after adjusting for certain projected savings and synergies) for the 12-month period preceding the relevant quarterly testing date and is tested quarterly on a rolling basis. The Notes Purchase Agreement does not include a minimum interest coverage ratio or other financial covenants.
The Senior Facilities Agreement also requires that the Company maintain a maximum consolidated senior secured net leverage ratio of 5.50x on the test date for the relevant periods ending September 30, 2025, December 31, 2025, March 31, 2026, June 30, 2026, September 30, 2026, December 31, 2026 and March 31, 2027, stepping down to 5.25x on June 30, 2027 and each relevant period thereafter (the “RCF Financial Covenant”). The RCF Financial Covenant is calculated as the ratio of consolidated senior secured net debt to consolidated pro forma EBITDA (defined as net loss excluding depreciation and amortization, interest expense, interest income and income tax expense) for the 12-month period preceding the relevant quarterly testing date and is tested quarterly on a rolling basis. The SFA does not include a minimum interest coverage ratio or other financial covenants.
Under the previous debt facilities, which operated up until the refinancing on June 4, 2025, we were not subject to covenant testing on the Senior Secured Notes. We were, however, subject to covenant testing at the level of Inspired Entertainment Inc., the ultimate holding company, on the previous RCF which required the Company to maintain a maximum consolidated senior secured net leverage ratio of 6.0x on March 31, 2022, stepping down to 5.75x on March 31, 2023 and 5.50x from March 31, 2024 and thereafter (the “RCF Financial Covenant”). The RCF Financial Covenant is calculated as the ratio of consolidated senior secured net debt to consolidated pro forma EBITDA (defined as net income (loss) excluding depreciation and amortization, interest expense, interest income and income tax expense) for the 12-month period preceding the relevant quarterly testing date and is tested quarterly on a rolling basis, subject to the Initial Facility (as defined in the RCF Agreement) being drawn on the relevant test date. The RCF Financial Covenant does not include a minimum interest coverage ratio or other financial covenants. These covenants have now been replaced by those of the new long term debt.
There was no requirement to produce any covenant testing at June 30, 2025.
The Indenture governing the Senior Note Purchase Agreement and the Senior Facilities Agreement contains covenants and certain reporting requirements including the requirement to provide the lender, within 60 days after the close of the quarter, unaudited quarterly financial statements with footnote disclosures.
Under the previous debt facilities, there were no covenant violations in the periods ended June 30, 2025 or June 30, 2024.
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Liens and Encumbrances
As of June 30, 2025, our Senior Notes were secured by the imposition of a fixed and floating charge in favor of the lender over all the assets of the Company and certain of the Company’s subsidiaries.
Share Repurchases
The Board of Directors had authorized that the Company may use up to $25.0 million to repurchase Inspired shares of common stock, subject to repurchases being effected on or before May 10, 2025. This agreement has expired and no new authorization has been made. There were no repurchases in the six months ended June 30, 2025. As of June 30, 2025 the Company had repurchased an aggregate of 1,193,118 shares of our common stock at an aggregate cost of $12.0 million.
Contractual Obligations
As of June 30, 2025, our contractual obligations were as follows:
| Less than | More than | |||||||||||||||||||
| Contractual Obligations (in millions) | Total | 1 year | 1-2 years | 3-5 years | 5 years | |||||||||||||||
| Operating activities | ||||||||||||||||||||
| Interest on long term debt | $ | 189.3 | $ | 37.9 | $ | 37.9 | $ | 113.5 | $ | - | ||||||||||
| Purchase of Vantage machines | 11.4 | 11.4 | - | - | - | |||||||||||||||
| Financing activities | ||||||||||||||||||||
| Senior bank debt - principal repayment | 370.0 | - | - | 370.0 | - | |||||||||||||||
| Finance lease payments | 22.2 | 4.7 | 5.2 | 12.3 | - | |||||||||||||||
| Operating lease payments | 17.4 | 5.6 | 3.7 | 4.8 | 3.3 | |||||||||||||||
| Interest on non-utilisation fees | 1.4 | 0.3 | 0.3 | 0.8 | - | |||||||||||||||
| Total | $ | 611.7 | $ | 59.9 | $ | 47.1 | $ | 501.4 | $ | 3.3 | ||||||||||
Off-Balance Sheet Arrangements
As of June 30, 2025, there were no off-balance sheet arrangements, as defined in Item 303(a)(4)(ii) of Regulation S-K, promulgated by the SEC.
Critical Accounting Policies and Accounting Estimates
The preparation of our audited consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions. We exercise considerable judgment with respect to establishing sound accounting policies and in making estimates and assumptions that affect the reported amounts of our assets and liabilities, our recognition of revenue and expenses, and our disclosure of commitments and contingencies at the date of the consolidated financial statements. On an on-going basis, we evaluate our estimates and judgments. We base our estimates and judgments on a variety of factors, including our historical experience, knowledge of our business and industry and current and expected economic conditions, that are believed to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. We periodically re-evaluate our estimates and assumptions with respect to these judgments and modify our approach when circumstances indicate that modifications are necessary. While we believe that the factors we evaluate provide us with a meaningful basis for establishing and applying sound accounting policies, we cannot guarantee that the results will always be accurate. Since the determination of these estimates requires the exercise of judgment, actual results could differ from such estimates.
A description of our critical accounting estimates was provided in item 7. “Management’s Discussion and Analysis of Financial Condition and Results of Operations” of our Annual Report on Form 10-K for the year ended December 31, 2024. There were no changes in the determination of these estimates during the first six months of 2025.
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ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
Our principal market risks are our exposure to changes in foreign currency exchange rates.
Interest Rate Risk
Following the Company’s refinancing of its debt in June 2025, the external borrowings of £270.0 million ($370.0 million) are provided at a rate per annum equal to SONIA plus a margin (based on the Company’s consolidated senior secured net leverage ratio) ranging from 5.50% to 6.00% per annum fixed rate. Therefore, movements in rates such as SONIA will impact on the current borrowings with increases in SONIA leading to a higher interest charge.
As at June 30, 2025, we had £270.0 million ($370.0 million) of senior note debt subject to a floating rate interest charge that can vary with the SONIA rate. If the floating interest rates increased by 1%, the additional interest charge would have been approximately $0.2 million for the six months ended June 30, 2025. If the floating interest rates increased by 5%, the additional interest charge would have been approximately $1.1 million for the six months ended June 30, 2025.
Up until the refinancing of the debt in June 2025, the previous external borrowings were provided at a fixed rate. Therefore, movements in rates such as SONIA did not impact on the borrowings and the only fluctuation that was reported was solely caused by movements in the exchange rates between the Company’s functional currency and its reporting currency.
Foreign Currency Exchange Rate Risk
Our operations are conducted in various countries around the world, and we receive revenue and pay expenses from these operations in a number of different currencies. As such, our earnings are subject to movements in foreign currency exchange rates when transactions are denominated in (i) currencies other than GBP, which is our functional currency, or (ii) the functional currencies of our subsidiaries, which is not necessarily GBP. To estimate our foreign currency exchange rate risk, we identify material Euro and US Dollar trading and balance sheet amounts and recalculate the result using a 10% movement in the GBP:US Dollar exchange rate. For the trading figures the 10% movement is based on the average exchange rate throughout the reported period and for the balance sheet figures the 10% movement is based on the exchange rate used at June 30, 2025.
Excluding intercompany balances, our Euro functional currency net assets total approximately $25.2 million, and our US Dollar functional currency net assets total approximately $12.8 million. We use a sensitivity analysis model to measure the impact of a 10% adverse movement of foreign currency exchange rates against the US Dollar. A hypothetical 10% adverse change in the value of the Euro and the US Dollar relative to GBP as of June 30, 2025, would result in favorable translation adjustments of approximately $2.1 million and $1.3 million, respectively, recorded in other comprehensive loss.
Included within our trading results are earnings outside of our functional currency. Retained gains from Euro based entities earned in Euros and retained losses from USD based entities earned in US Dollars in the six months ended June 30, 2025, were €8.3 million and $7.5 million, respectively. A hypothetical 10% adverse change in the value of the Euro and the US Dollar relative to GBP as of June 30, 2025, would result in translation adjustments of approximately $0.8 million favorable and $0.7 million unfavorable, respectively, recorded in trading operations.
The majority of the Company’s trading is in GBP, the functional currency, although the reporting currency of the Company is the US Dollar. As such, changes in the GBP:USD exchange rate have an effect on the Company’s results. A 10% weakening of GBP against the US Dollar would change the trading operations results favorably by approximately $0.9 million and would result in unfavorable translation adjustments of approximately $4.9 million, recorded in other comprehensive loss.
For further information regarding the new external borrowings, see Note 7 to the Consolidated Financial Statements, “Long Term and Other Debt”.
ITEM 4. CONTROLS AND PROCEDURES
Evaluation of Disclosure Controls and Procedures
Disclosure controls and procedures are controls and other procedures designed to ensure that information required to be disclosed in our reports filed or submitted under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed in our reports filed or submitted under the Exchange Act is accumulated and communicated to management, including our Certifying Officers, or persons performing similar functions, as appropriate, to allow timely decisions regarding required disclosure.
Under the supervision and with the participation of our management, including our principal executive officer and our principal financial officer (together, the “Certifying Officers”), we carried out 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 Exchange Act. Based on the foregoing, our Certifying Officers concluded that our disclosure controls and procedures were not effective at the reasonable assurance level as of June 30, 2025, due to the material weaknesses described in Item 9A of the Company’s 2024 Form 10-K. Management is redesigning and implementing existing and additional controls to remediate these material weaknesses.
Notwithstanding the identified material weaknesses and management’s assessment that our disclosure controls and procedures were not effective at the reasonable assurance level as of June 30, 2025, management believes that the interim consolidated financial statements and footnote disclosures included in this Quarterly Report on Form 10-Q fairly present, in all material respects, our financial condition, results of operations, cash flows and disclosures as of and for the periods presented in accordance with generally accepted accounting principles.
Changes in Internal Control over Financial Reporting
Other than the control changes to remediate previously identified material weaknesses, there were no changes in our internal control over financial reporting (as such term is defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) during the most recent fiscal quarter 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
From time to time, the Company is involved in legal matters arising in the ordinary course of business. While the Company believes that such matters in which it is currently involved are not material, there can be no assurance that such matters, or other legal matters, will not have a material adverse effect on its business, financial condition or results of operations.
ITEM 1A. RISK FACTORS
Our business is subject to a high degree of risk. You should carefully consider the risk factors discussed in Part I, Item 1A of our 2024 Form 10-K. Any of these risks could materially and adversely affect our business, operating results, financial condition and prospects, and cause the value of our common stock to decline, which could cause investors in our common stock to lose all or part of their investments.
ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
None.
ITEM 3. DEFAULTS UPON SENIOR SECURITIES
None.
ITEM 4. MINE SAFETY DISCLOSURES
Not applicable.
ITEM 5. OTHER INFORMATION
During
the three months ended June 30, 2025, none of our officers or directors, as defined in Rule 16a-1(f) under the Securities Exchange
Act of 1934, as amended,
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ITEM 6. EXHIBITS
The following exhibits are filed as part of, or incorporated by reference into, this Quarterly Report on Form 10-Q:
| # | Indicates management contract or compensatory plan. |
| * | Filed herewith. |
| ** | Furnished herewith. |
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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.
| INSPIRED ENTERTAINMENT, INC. | ||
| Date: August 6, 2025 | /s/ A. Lorne Weil | |
| Name: | A. Lorne Weil | |
| Title: | Executive Chairman | |
| (Principal Executive Officer) | ||
| Date: August 6, 2025 | /s/ James Richardson | |
| Name: | James Richardson | |
| Title: | Chief Financial Officer | |
| (Principal Financial and Accounting Officer) | ||
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