What changed in this filing

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Item 1. Business

2024-04-15 compared with 2023-03-16 · 271 added, 282 removed, 468 unchanged (54% of the section changed)

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offices, adult gaming centers, pubs, bingo halls, airports, motorway service areas and leisure parks.

Our customer base includes regulated operators of lotteries, licensed sports

bookmakers, gaming and bingo halls, casinos and regulated online operators, adult gaming centers, pubs, holiday parks, and motorway service

Some of our key customers include William Hill, SNAI, Sisal, Lottomatica, Betfred, Paddy Power, Betfair, Genting, bet365, Sky Bet,

Fortuna, the Greek Organisation of Football Prognostics S.A.

(OPAP.), Entain, the Pennsylvania Lottery, Bourne Leisure, Greentube, Stonegate,

Mitchells & Butler, Marstons, Greene King, JD Wetherspoon, Parkdean Resort, Centre Parcs Resorts and Novomatic.

Geographically, 73%

of our revenues (excluding VAT-related revenue) for the year ended December 31, 2022 were generated from our UK operations, with the remainder

generated from Greece and the rest of the world.

customer base includes regulated operators of lotteries, licensed sports bookmakers, gaming and bingo halls, casinos and regulated

online operators, adult gaming centers, pubs, holiday parks, and motorway service areas.

Some of our key customers include William

Hill, SNAI, Sisal, Lottomatica, Betfred, Paddy Power, Betfair, Genting, bet365, Sky Bet, Fortuna, the Greek Organisation of Football

Prognostics S.A.

(OPAP.), Entain, the Pennsylvania Lottery, Bourne Leisure, Greentube, Stonegate, Mitchells & Butler, Marstons,

Greene King, JD Wetherspoon, Parkdean Resort, Centre Parcs Resorts and Novomatic.

Geographically, 78% of our revenue for the year

ended December 31, 2023 were generated from our United Kingdom (“UK”) operations, with the remainder generated from Greece and the rest

of the world.

Our products are designed to operate within applicable gaming and lottery regulations.

and our customers are regulated gaming or lottery operators or are otherwise licensed to operate our products.

conduct business across different jurisdictions of which Great Britain, Italy and Greece have historically contributed the most significant

recurring revenues.

conduct business across different jurisdictions of which Great Britain, Italy and Greece have historically contributed the most

significant recurring revenue.

Recently we have begun to conduct a meaningful amount of business in North America as well.

We are licensed or certified

(as applicable) by the Gambling Commission in the United Kingdom, and by the Hellenic Gaming Commission in Greece, and registered with

L’Agenzia delle dogane e dei Monopoli (“ADM”) in Italy.

We are licensed by regulators in other jurisdictions such as

the Malta Gaming Authority, Licensing Authority of Gibraltar, the Alderney Gambling Control Commission, the Belgian Commission, Autorité

Des Marchés Financiers (Quebec), the Romanian National Gambling Office, Oficiul National pentru Jocuri de Noroc and we hold licenses

with the US States of Connecticut, Illinois, Michigan,, New Jersey, Oregon, Pennsylvania, West Virginia and the Canadian provinces of

Alberta, Nova Scotia, Ontario and Saskatchewan.

are headquartered in the United States, with principal operating facilities located in the United Kingdom, India and Italy.

licensed or certified (as applicable) by the Gambling Commission in the UK, (the “UK Gambling Commission” or the

“Gambling Commission”), and by the Hellenic Gaming Commission in Greece, and registered with L’Agenzia delle

dogane e dei Monopoli (“ADM”) in Italy.

We are licensed by regulators in other jurisdictions such as the Malta Gaming

Authority (Malta), Licensing Authority of Gibraltar (Gibraltar), the Alderney Gambling Control Commission (Chennel Islands), the

Belgian Commission (Belgium), Autorité Des Marchés Financiers (Quebec), the Romanian National Gambling Office, Oficiul

National pentru Jocuri de Noroc, Spelinspektionen (Romania), the Swedish Gaming Authority (Sweden) and we hold licenses with the US

States of Connecticut, Illinois, Michigan,, New Jersey, Oregon, Pennsylvania, West Virginia and the Canadian provinces of Alberta,

Nova Scotia, Ontario and Saskatchewan.

are headquartered in the United States, with principal operating facilities located in the UK, India and Italy.

As of December 31,

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We generated total revenue of $323.0

$285.4 million and Adjusted EBITDA of $99.6 million for the year ended December 31, 2022.

Company is publicly listed on the NASDAQ and had an equity market capitalization of approximately $328.27 million as of December 31,

2022 (based upon a closing stock price of $12.67 on December 30, 2022).

million and Adjusted earnings before interest, taxes, depreciation and amortization (“Adjusted EBITDA”) of $100.5

million for the year ended December 31, 2023.

Company’s common stock is listed on the NASDAQ under the symbol INSE.

The Company had an equity market capitalization of

approximately $259.0 million as of December 31, 2023 (based upon a closing stock price of $9.88 on December 29, 2023).

product and company names referred to herein are trademarks™ or registered® trademarks of their respective holders.

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Gaming, Virtual Sports, Interactive and Leisure, as further described below.

Gaming segment supplies gaming terminals as well as gaming software and games for the terminals provided to betting offices, casinos,

gaming halls and high street adult gaming centers.

It utilizes our Server Based Gaming (“SBG”) technology to supply products

to our customers’ global land-based gaming venues.

SBG products offer an extensive portfolio of games through digital terminals.

Our games are currently deployed through more than 35,000 digital terminals.

Because our SBG products are fully digital, they interact

with a central server and are provided on a “distributed” basis, which allows us to access a wide geographic footprint through

internet and proprietary networks.

Gaming segment supplies gaming terminals as well as gaming software and games for the terminals provided to betting offices,

casinos, gaming halls and high street adult gaming centers.

It supplies products and utilizes our Server Based Gaming

(“SBG”) technology to supply gaming content to our customers’ global land-based gaming venues.

SBG products offer

an extensive portfolio of games through digital terminals.

Our games are currently deployed through more than 34,000 digital

Because our SBG products are fully digital, they interact with a central server and are provided on a

“distributed” basis, which allows us to access a wide geographic footprint through internet and Inspired and third-party

proprietary networks.

SBG game portfolio includes a broad selection of popular omni-channel slots titles including the Centurion TM game family and

Super Hot Fruits ® (featuring the Sizzling Hot Spins TM game family).

These games offer customers a wide range of

volatilities, return-to-player and other special features, which we collectively refer to as “game math.” We also offer a

range of more traditional casino games through our SBG network, such as roulette, blackjack and numbers games.

distribute games to devices through different game management systems (“GMS”), each tailored to a specific operator or sector.

Our CORE TM GMS is designed for distributed street-gaming sectors and uses Inspired cabinets in combination with gaming content

from Inspired, as well as a wide portfolio of content from independent game developers.

CORE-CONNECT is our American Gaming Association

G2S standard-based VLT GMS, currently deployed in the Greek VLT sector and North America.

Our SBG products comply with all requirements

in the UK (B2/B3), Italy (6B), Greece (G2S) and Illinois (G2S).

SBG terminals in the United Kingdom account for a material portion of all SBG terminal placements, and we offer over 100 games for play

Super Hot Fruits ® (featuring the Sizzling Hot Spins™ game family).

These games offer users a wide range of volatilities,

return-to-player and other special features, which we collectively refer to as “game math.” We also offer a range of more

traditional casino games through our SBG network, such as roulette, blackjack and numbers games.

distribute games to devices through different game management systems (“GMS”), each tailored to a specific operator or

Our CORE™ GMS is designed for distributed street-gaming sectors and uses Inspired cabinets in combination with gaming

content from Inspired, as well as a wide portfolio of content from independent game developers.

CORE-CONNECT is our American Gaming

Association G2S standard-based video lottery terminal (“VLT”) GMS, currently deployed in the Greek VLT sector and

North America.

Our SBG products comply with all requirements in the UK (B2/B3), Italy (6B), Greece (G2S) and Illinois

SBG terminals in the UK account for a material portion of all SBG terminal placements, and we offer over 100 games for play

across this portfolio.

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We offer SBG terminals such as

the Flex4k curved screen, Vantage ®, Eclipse TM , Valor TM , Prismatic TM and Sabre Hydra TM ,

each offering a different size terminal, graphics, technology and price proposition.

of December 31, 2022, we had a total installed base of 35,003 units, which were operated primarily under participation-based contracts.

We generate revenue by participating, typically as a function of gross revenue from each machine, in a percentage of volumes generated

the Flex4k curved screen, Vantage ®, Eclipse™, Valor™, Prismatic™ and Sabre Hydra™, each offering a different

size terminal, graphics, technology and price proposition.

of December 31, 2023, we had a total installed base of 34,500 gaming terminals, which were operated primarily under participation-based contracts.

We generate revenue by participating, typically as a function of gross revenue from each machine, in a percentage of the revenue generated

by these machines.

Because we participate in our customers’ revenues under such contracts, we are aligned with our customers in

benefitting from the introduction of our new content, which can drive growth of the win per unit per day of our installed base.

Because we participate in our customers’ revenue under such contracts, we and our customers benefit from the introduction of our new content, which can drive growth of the win per unit per day of our installed base.

Additionally,

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During 2023, we sold

2,927 units, 53% of these in the UK and 47% internationally.

With our participation-driven business model, approximately 96% of service

revenue for our Gaming segment was recurring in nature in 2022 (excluding $2.0 million of performance bonus revenue and $1.0 million

of VAT-related revenue) and derived under long-term contracts.

We have successfully renewed contracts with our three largest customers

in the UK LBO market.

the year ended December 31, 2022, our Gaming segment generated revenue and Adjusted EBITDA of $111.7 million and $41.6 million, respectively

(excluding VAT related income), as compared to the year ended December 31, 2021, during which we generated $81.4 million and $26.1 million

in revenue and Adjusted EBITDA, respectively (excluding VAT related income).

9,475 units, 91% of these in the UK including the installation of 6,000 new Vantage terminals and 9% internationally.

With our participation-driven

business model, approximately 94% of service revenue for our Gaming segment was recurring in nature in 2023 and derived under long-term

the year ended December 31, 2023, our Gaming segment generated revenue and Adjusted EBITDA of $142.6 million and $44.5 million, respectively, as compared to the year ended December 31, 2022, during which we generated $111.3 million and $43.7 million

in revenue and Adjusted EBITDA, respectively.

Sports Segment

Virtual Sports business designs, develops, markets and distributes ultra-high-definition games that create an always-on sports wagering

experience in betting shops, other locations and online.

Our Virtual Sports product comprises a complex software and networking package

that provides fixed odds wagering on an ultra-high definition computer rendering of a simulated sporting event, such as soccer, football

Virtual Sports business designs, develops, markets and distributes games that create an always-on sports wagering experience in

betting shops and other locations and online.

Our Virtual Sports product comprises a complex software and networking package that

provides fixed odds wagering on an ultra-high definition computer rendering of a simulated sporting event, such as soccer, football

or basketball.

Players can bet on the simulated sporting event, overcoming the relative infrequency of live sporting events.

developed this product using an award-winning TV and film graphics team with advanced motion capture techniques.

Players can bet on the simulated sporting event, without being bound by the schedules of of live sporting events.

developed this product using a TV and film graphics team with advanced motion capture techniques.

believe we are one of the most innovative suppliers of Virtual Sports gaming products in the world.

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gaming jurisdictions worldwide, including the UK, Italy, Greece, Turkey, Morocco, and the U.S.

Virtual Sports game portfolio includes titles such as V-Play Soccer TM , V-Play Women’s Soccer TM , V-Play

Football TM , V-Play Basketball TM , V-Play Baseball TM , and V-Play NFLA TM , as well as

greyhounds, other horse racing products, tennis, motor racing, cycling, cricket, speedway, golf and darts.

We have also licensed the

use of images of certain sports brands in our games, including with the NFL Alumni.

In 2021, we entered into an exclusive licensing

agreement with the Major League Baseball Players Alumni Association to create and license a new V-Play Home Run Shoot-out Legends TM

virtual baseball product.

Virtual Sports game portfolio includes titles such as V-Play Soccer™, V-Play Women’s Soccer™, V-Play Football™,

V-Play Basketball™, V-Play Baseball™, and V-Play NFLA™, as well as greyhounds, other horse racing products, tennis,

motor racing, cycling, cricket, speedway, golf and darts.

We have also licensed the use of images of certain sports brands in our games,

including with the National Football League (“NFL”) Alumni.

In 2023 we signed a license with the National Basketball Association (NBA) to develop a Virtual Sports

game centered around the world’s premier professional basketball league’s archive footage.

customers are many of the largest operators in lottery, gaming and betting worldwide.

We are contracted to supply Virtual Sports to mobile

and online operators in the United Kingdom;

and online operators in the UK;

states of Nevada, Pennsylvania, D.C.

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and private implementations.

Virtual Sports events are capable of being offered to millions of customers, through retail, online and mobile platforms, many of them

available 24 hours per day, 7 days per week, and often concurrently within the same location or interactive platform.

We have multiple

hosting solutions capable of fulfilling the product delivery needs of our customers including our proprietary Virtual Plug and Play end

to end online and mobile turnkey solutions.

In addition, a cloud-based solution is available to customers who require an XML sportsbook

integration that is fully hosted and operated by Inspired.

Virtual Sports products are typically offered to operators on a participation basis, whereby we receive a portion of the gaming revenues

generated, plus an upfront software license fee.

Virtual Sports events are capable of being offered to millions of customers, through retail, online and mobile platforms, many of

them available 24 hours per day, 7 days per week, and often concurrently within the same location or interactive platform.

multiple hosting solutions capable of fulfilling the product delivery needs of our customers including our proprietary Virtual Plug

and Play (“VPP”) end to end online and mobile turnkey solutions.

In addition, a cloud-based solution is available to

customers who require an XML sportsbook integration that is fully hosted and operated by Inspired.

Virtual Sports products are typically offered to operators on a participation basis, whereby we receive a portion of the gaming revenue generated, plus an upfront software license fee.

With our participation-driven business model, our Virtual Sports segment produces approximately

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Adjusted EBITDA, respectively.

Virtual Sports revenue generated through online and mobile channels has increased from $26.1 million in

2021 to $43.4 million in 2022.

Interactive business uses unique interactive-only content as well as offerings from our Gaming and Virtual Sports segments to create

games that are hosted on remote gaming servers to allow online gaming operators to use our games and content online and on mobile devices

Our interactive content includes a wide range of premium random number generated casino content from feature-rich bonus games

to European-style casino free spins and table games incorporating well-known first and third-party brands including Space Invaders ® ,

20p Roulette TM , Jagr’s Super Slot TM , Super Hot Fruits ® and Reel King Megaways TM .

releases several new titles per month and new games can be seamlessly deployed to the full estate of operators and aggregators through

its proprietary Virgo RGS™.

Games are available on over 300 websites across much of regulated Europe including the UK, Gibraltar,

Malta, Spain, Sweden, Italy, Germany, the Netherlands, Romania, Greece and Belgium as well as in New Jersey, Michigan, Pennsylvania,

Connecticut, Ontario and Quebec.

We expect to next go live in West Virginia and Alberta during 2023.

Virgo RGS™ is integrated with a number of best known casino brands, including William Hill, Entain, bet365, Flutter, 888, Kindred,

games that are hosted on remote gaming servers.

This allows online gaming operators to use our games and content online and on mobile

devices worldwide.

Our interactive content includes a wide range of random number generated casino content from feature-rich

bonus games to European-style casino free spins and table games incorporating well-known first and third-party brands including

Space Invaders ® , 20p Roulette™, Jagr’s Super Slot™, Super Hot Fruits ® and Reel King

Inspired releases several new titles per month and new games can be seamlessly deployed to the full estate of

operators and aggregators through its proprietary Virgo RGS™.

Games are available on over 300 websites across much of

regulated Europe including the UK, Gibraltar, Malta, Spain, Sweden, Italy, Germany, the Netherlands, Romania, Greece and Belgium as

well as in New Jersey, Michigan, Pennsylvania, Connecticut, Alberta, Ontario and Quebec.

Virgo Remote Gaming System (“RGS™”) is integrated with a number of best known casino brands, including William Hill, Entain, bet365, Flutter, 888, Kindred,

Gamesys, BetFred, Rank, Leo Vegas, OPAP and Stoiximan.

We are also now live with thirteen North American operators:

Bet MGM, Draft Kings,

Caesars, Resorts/Mohegan, Rush Street Interactive, Wynn, Unibet, Ballys, Tipico, Ocean, 888 and Golden Nugget and with Loto Quebec in

We are also live with a number of notable North American operators:

Bet MGM, Draft

Kings, Caesars, Resorts/Mohegan, Rush Street Interactive, Wynn, Unibet, Ballys, Tipico, Ocean, 888 and Golden Nugget and with Loto Quebec

2023 we launched our Hybrid Dealer® product with Caesars Digital.

The product is a new product category for the segment

which offers players branded casino and gameshow content without the challenges associated with live-dealer products.

Interactive products are typically offered to operators on a participation basis, whereby we receive a percentage of total amount of

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We have successfully renewed all of our key Interactive contracts expiring over the last three years.

We believe the

COVID-19 global pandemic accelerated the market adoption of interactive gaming by end-users, and that our EBITDA margins in this segment

will expand as our revenue grows due to the low variable costs we expect to incur on incremental revenue, versus our existing base of

are a supplier of gaming terminals and amusement machines to the Leisure and Hospitality sectors and one of the largest operators of

“pay to play” gaming terminals and amusement machines in the UK.

As of December 31, 2022, we supplied and operated over 11,000

gaming terminals and 4,500 pool tables, prize vending and jukeboxes located in pubs, bingo halls, and adult gaming centers.

We also service

approximately 2,800 gaming terminals under maintenance only contracts.

The increasing majority of gaming terminals we operate are server

based, allowing us to distribute content supplied by our “in house” design studios as well as some of the most popular content

titles from our strategic partners.

EBITDA margins

in this segment will expand as our revenue grows due to the low variable costs we expect to incur on incremental revenue, versus our

existing base of revenue.

are a supplier of gaming terminals and amusement machines to the Leisure and Hospitality sectors and are one of the largest

operators of “pay to play” gaming terminals and amusement machines in the UK.

As of December 31, 2023, we supplied and

operated over 11,000 gaming terminals and 4,500 pool tables, prize vending and jukeboxes located in pubs, bingo halls, and adult

gaming centers.

We also service approximately 2,800 gaming terminals under maintenance only contracts.

The increasing majority of

gaming terminals we operate are server based, allowing us to distribute content supplied by our “in house” design

studios as well as some of the most popular content titles from our strategic partners.

addition, we also supply and operate approximately 9,500 amusement machines and 2,200 gaming terminals in family entertainment centers

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structured as either revenue participations or rental agreements.

customers in this segment include the vast majority of recognizable brands that participate in the geographies and sectors in which we

These customers include large pub operators JD Wetherspoons, Stonegate Pub Company, Greene King, Mitchells and Butler, Whitbread

customers in this segment include large pub operators JD Wetherspoons, Stonegate Pub Company, Greene King, Mitchells and Butler, Whitbread

Marstons and Admiral Taverns.

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We also operate our

own adult gaming centers under the Quicksilver TM brand in Extra Motorway Services.

own adult gaming centers under the Quicksilver™ brand in Extra Motorway Services.

We have joint venture agreements with holiday

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family entertainment centers.

our Leisure segment had, as of December 31, 2022, an installed base of over 16,000 gaming terminals, which were operated primarily

under participation-based contracts.

We generate revenue by participating, typically as a function of gross revenue from each

machine, in a percentage of volumes generated by these machines.

Because we participate in our customers’ revenues under such

contracts, we are aligned with our customers in benefitting from the introduction of our new content, which can drive growth in the

win per unit per day of our installed base.

Additionally, we earn revenue through the sale of units, as well as a fixed daily fee

for certain of our installed units.

With our participation-driven business model, approximately 96% of revenue for our Leisure

segment is recurring in nature and derived under long-term contracts.

Notably, we have successfully renewed contracts with pub

operators Greene King, Marstons PLC, Mitchells & Butlers, Admiral Taverns, Stonegate and Whitbread.

We have also secured new

contracts with Bourne Leisure and Butlins.

our Leisure segment had, as of December 31, 2023, an installed base of over 11,000 gaming terminals, which were operated primarily under

participation-based contracts.

We generate revenue by participating, typically as a function of gross revenue from each machine, in a

percentage of volumes generated by these machines.

Because we participate in our customers’ revenue under such contracts, we are

aligned with our customers in benefiting from the introduction of our new content, which can drive growth in the win per unit per day

of our installed base.

Additionally, we earn revenue through the sale of units, as well as a fixed daily fee for certain of our installed

With our participation-driven business model, approximately 98% of revenue for our Leisure segment is recurring in nature and

derived under long-term contracts.

We installed over one thousand Vantage Cat C cabinets to our Pubs estate during the year and we have

successfully renewed or extended contracts with JD Wetherspoon, Stonegate and Center Parcs.

the year ended December 31, 2023, our Leisure segment generated revenue and Adjusted EBITDA of $96.3 million and $19.4 million, respectively.

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presence across multiple Product Verticals

have a substantial installed base across each of our product verticals, including over 31,800 digital terminals in the Gaming segment

located across key jurisdictions in the United Kingdom, Greece, Italy and South America, with approximately 13,700 terminals installed

in UK Licensed Betting Offices and approximately 8,700 installed in Greek video lottery terminals (“VLTs”).

have a substantial installed base, including over 32,000 digital terminals in the Gaming segment

located across key jurisdictions in the UK, Greece, Italy and South America, with approximately 12,800 terminals installed

in UK Licensed Betting Offices and approximately 8,700 installed in Greek VLTs.

In our Leisure

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located in holiday parks, bowling centers and other entertainment venues.

We have award winning content and products in our Virtual Sports

segment, which offers a wide range of sports and numbers games through approximately 32,000 retail venues as well as through various

online channels.

Our Virtual Sports gaming products are installed in approximately 35 gaming jurisdictions worldwide, including the United

Kingdom, Italy, Greece, Morocco and the United States, our customers being many of the largest operators of lottery, gaming, and betting

operations worldwide.

Additionally, our Interactive segment provides a wide range of premium iGaming content to large operators primarily

located in the United Kingdom, Italy, Greece and North America, as well as several other countries across Europe through over 170 websites.

We have content and

products in our Virtual Sports segment, which offers a wide range of sports and numbers games through approximately 32,000 retail venues

as well as through various online channels.

Our Virtual Sports gaming products are installed in approximately 32 gaming jurisdictions

worldwide, including the UK, Italy, Greece, Morocco and the United States, our customers being many of the largest operators of lottery,

gaming, and betting operations worldwide.

Additionally, our Interactive segment provides a wide range of iGaming content to large operators

primarily located in the UK, Italy, Greece and North America, as well as several other countries across Europe through over approximately

250 websites.

Diversified Business Underpinned by Longstanding Customer Relationships

operate in several business segments and geographic locations that provide us a diversified revenue and cash flow stream that has proven

to be resilient under various economic environments.

While our Gaming segment has represented the largest proportion of our revenue in

each of the last three years, our Virtual Sports and Interactive segments represent substantial growth opportunities as demonstrated

by recent trends, including during the COVID-19 global pandemic, which are expected to continue to diversify our business.

Additionally,

we continue to expand in high growth markets, such as North America, which are expected to drive further geographic diversification across

business segments.

operate in several business segments and geographic locations that provide us a diversified revenue and cash flow stream that has

proven to be resilient under various economic environments.

While our Gaming segment has represented the largest proportion of our

revenue in each of the last three years, our Virtual Sports and Interactive segments represent substantial growth opportunities as

demonstrated by recent trends where Virtual Sports and Interactive trading has been seen to be increasing, which are expected to continue to diversify our business.

Additionally, we continue to expand in

high growth markets, such as North America, which are expected to drive further geographic diversification across business segments.

We have over 600 customers, including major lottery, sports betting and gaming operators (both interactive and location-based)

within regulated sectors worldwide.

Many of our customer relationships in the UK and European sectors are long-standing and in excess

We expect that our diverse customer base will afford us opportunities to sell incremental products to certain of these customers

in the future.

Many of our customer relationships in the UK and European sectors are long-standing and in

excess of 10 years.

We expect that our diverse customer base will afford us opportunities to sell incremental products to certain of

these customers in the future.

Recurring Revenue Supported by Long-Term Participation-Based Contracts

believe our robust recurring revenue business model will drive our performance and free cash flow generation.

For the year ended

December 31, 2022, our recurring revenue, which included revenue generated from participation-based contracts and licensing

arrangements, represented 86% of total revenue (87% excluding VAT-related revenue and $2.0 million of performance bonus), as compared to approximately 86% of total

revenue (87% excluding VAT-related revenue) for the year ended December 31, 2021.

Our content and products, which are provided

primarily pursuant to long-term contracts, are essential to generating revenue for our customers and satisfying the demand of our

Our long-term contracts typically have an initial duration of three to five years depending on the business segment and

the customer and, over the last three years, we have successfully renewed the significant majority of expiring contracts with key customers in our Gaming,

Virtual Sports and Interactive segments, and have successfully renewed all expiring contracts with key customers in our Leisure

segment since the Company’s acquisition of the Gaming Technology Group of Novomatic UK Ltd., a division of Novomatic Group, an

international supplier of gaming equipment and solutions in October 2019 (the “NTG Acquisition”).

For the year ended December

31, 2023, our recurring revenue, which included revenue generated from participation-based contracts and licensing arrangements, represented

79% of total revenue, as compared to approximately 86% of total revenue for the year ended December 31, 2022.

Our content and products, which are provided primarily

pursuant to long-term contracts, are essential to generating revenue for our customers and satisfying the demand of our end users.

long-term contracts typically have an initial duration of three to five years depending on the business segment and the customer and,

over the last three years, we have successfully renewed the significant majority of expiring contracts with key customers in our Gaming,

Virtual Sports, Interactive and Leisure segments.

Technology and Track-Record of Strong Content Development

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100 slot games .

Many of our recent game launches, including Gold Cash Free Spins TM , Big Fishing Fortune TM , and

the Reel King ® family of games, have been omni-channel, offering a premium player experience across multiple platforms – though,

unlike our older games, they originated online and, once proved successful, were migrated to retail platforms.

award-winning Virtual Sports products offer a wide range of betting markets and what we consider to be superior graphics.

Many of our recent game launches, including Gold Cash Free Spins™, Big Fishing Fortune™, and the Reel King

® family of games, have been omni-channel, offering a premium player experience across multiple platforms – though, unlike

our older games, they originated online and, once proved successful, were migrated to retail platforms.

Inspired’s Virtual Sports products offer a wide range of betting markets and what we consider to be superior graphics.

Sports revenue has been growing fast and has achieved high Adjusted EBITDA margins, while providing an attractive recurring-revenue base.

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of proprietary content.

multi-channel offerings are well-positioned to benefit from the increased prevalence of smart phones and tablets and the legalization

multi-channel offerings are well-positioned to benefit from the prevalence of smart phones and tablets and the legalization

of online gaming in certain parts of the United States, Canada and other jurisdictions.

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Management Team

seasoned management team is led by our Executive Chairman, Lorne Weil, who is known as a gaming industry innovator and whose past leadership

includes growing a diversified global gaming technology company both organically and through extensive acquisitions and joint ventures

further bolstering the business.

Other members of the Company’s Office of the Executive Chairman (the “OEC”) are our

President and Chief Executive Officer, Brooks H.

our Executive Vice President and Chief Financial Officer, Stewart F.B.

and our Executive Vice President and General Counsel, Carys Damon.

The OEC executes the day-to-day management of the Company.

Our management

team has broad and deep experience in the gaming industry, working with lotteries, casino operators, betting platforms, and online operators.

The members of the OEC have, on average, decades of experience in the gaming industry, including relationships with customers around

the world, helping them build and sustain revenue growth.

In addition, the members of the OEC have centered their careers on identifying,

acquiring and integrating, through the implementation of value creation initiatives, complementary businesses.

seasoned management team is led by our Executive Chairman, Lorne Weil, who is known as a gaming industry innovator and whose past

leadership includes growing a diversified global gaming technology company both organically and through extensive acquisitions and

joint ventures further bolstering the business.

Other members of the Company’s Office of the Executive Chairman (the

“OEC”) are our President and Chief Executive Officer, Brooks H.

our Interim Chief Financial Officer, Marilyn

and our Executive Vice President and General Counsel, Carys Damon (to be succeeded by Simona Camilleri effective July 1, 2024).

The OEC executes the day-to-day management of the

Our management team has broad and deep experience in the gaming industry, working with lotteries, casino operators, betting

platforms, and online operators.

The members of the OEC have, on average, decades of experience in the gaming industry, including

relationships with customers around the world, helping them build and sustain revenue growth.

In addition, the members of the OEC

have centered their careers on identifying, acquiring and integrating, through the implementation of value creation initiatives,

complementary businesses.

seek to deliver innovative and differentiated products that provide value to our customers and exciting experiences to their players

in multiple jurisdictions throughout the world while achieving long-term growth in revenues, profit and cash flow.

in multiple jurisdictions throughout the world while achieving long-term growth in revenue, profit and cash flow.

We place great emphasis

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our technological approach allows us to quickly adapt to changes in player preferences.

to invest in content and technology in order to grow our existing customers’ revenues and penetrate new customers in our existing

to invest in content and technology in order to grow our existing customers’ revenue and penetrate new customers in our existing

the last three years, a substantial portion of our annual revenue has been recurring and based on long-term contracts with customers,

where our revenues typically grow in line with the growth of our customers’ gaming revenues from our content and products.

to work closely with our customers to assist in the optimization of their operations so they can achieve growth in their revenues generated

where our revenue typically grows in line with the growth of our customers’ gaming revenue from our content and products.

to work closely with our customers to assist in the optimization of their operations so they can achieve growth in their revenue generated

by our content and products, which we believe is to our benefit.

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or can be positioned, for future success.

For example, in 2021 and 2022, we placed 399 and 1,006 VLT terminals, respectively, in North

We also believe there are likely to be growth opportunities in Latin America which will be available to us in the future.

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betting and gaming now exceeds such play on personal computers.

According to the H2 Database, mobile gaming revenues in such sectors

According to the H2 Database, mobile gaming revenue in such sectors

exhibited a 27.0% compound annual growth rate between 2010 and 2021.

Mobile gaming and lottery is now expanding in other sectors, and

Mobile gaming and lottery are now expanding in other sectors, and

mobile play has recently been approved in other sectors for gaming or lottery.

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terminal life cycles as well as the time period over which capital costs can be depreciated.

conduct business in a number of different jurisdictions, of which Great Britain, Italy and Greece have historically contributed the most

significant recurring revenues.

The gaming regulator responsible for our activities in Great Britain is the Gambling Commission of Great

Britain (the “UK Gambling Commission” or the “Gambling Commission”).

In Italy, the operation of gaming machines

and remote gaming is regulated by L’Agenzia delle dogane e dei Monopoli (“ADM”).

In Greece, the operation of gaming

machines and remote gaming is regulated by the Hellenic Gaming Commission.

In addition, we are licensed or certified (as applicable)

in a number of other jurisdictions by regulators such as the Malta Gaming Authority, Licensing Authority of Gibraltar, the Alderney Gambling

Control Commission, the Belgian Commission, Autorité Des Marchés Financiers (Quebec) and state regulators in various jurisdictions

in North America.

conduct business in a number of different jurisdictions, of which Great Britain, Italy and Greece have historically contributed the

most significant recurring revenue.

The gaming regulator responsible for our activities in Great Britain is the Gambling Commission.

In Italy, the operation of gaming machines and remote gaming is regulated by L’Agenzia delle dogane e dei Monopoli

In Greece, the operation of gaming machines and remote gaming is regulated by the Hellenic Gaming Commission.

In addition, we are licensed or certified (as applicable) in a number of other jurisdictions by regulators such as the Malta Gaming

Authority, Licensing Authority of Gibraltar, the Alderney Gambling Control Commission, the Belgian Commission, Autorité Des

Marchés Financiers (Quebec) and state regulators in various jurisdictions in North America.

the British sector, we supply and distribute Category B3 gaming machines (with maximum betting stakes for players of £2) and ETG

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to, the following:

Shareholder disclosure:

An entity holding a gambling license must notify the Gambling Commission of the identity of any shareholder holding 3% or more of

the equity or voting rights in the entity (whether held or controlled either directly or indirectly).

Change of corporate control:

Whenever a new person becomes a “controller” (as defined in section 422 of the Financial Services and Markets Act 2000)

of a company limited by shares that holds a gambling operating license, the licensed entity must apply to the Gambling Commission

for permission to continue to rely on its operating license in light of the new controller.

A new controller includes any person

who holds or controls (directly or indirectly, including ultimate beneficial owners who hold their interest through a chain of ownership)

10% or more of the equity or voting rights in the licensed entity (or who is otherwise able to exercise “significant influence”

The Gambling Commission must be supplied with specified information regarding the new controller (which, in the case of

an individual, includes detailed personal disclosure) and this information will be reviewed by the Gambling Commission to assess

the suitability of the new controller to be associated with a licensed entity.

If the Gambling Commission concludes that it would

not have issued the operating license to the licensed entity had the new controller been a controller when the application for the

operating license was made, the Gambling Commission is required to revoke the operating license.

It is possible to apply for approval

in advance from the Gambling Commission prior to becoming a new controller of a licensed entity.

Compliance with the License

Conditions and Codes of Practice (LCCP):

The LCCP is a suite of license conditions and code provisions which attach to operating

licenses issued by the Gambling Commission.

The provision of gambling facilities in breach of a license condition is an offense under

Certain specified “Social Responsibility” code provisions are accorded the same weight as license conditions

in this regard (whereas breach of an “ordinary” code provision is not an offense in itself, but may be evidence of unsuitability

to continue to hold a gambling license).

The LCCP imposes numerous operational requirements on licensees, including compliance with

the Gambling Commission’s Remote Gambling and Software Technical Standards, segregation of customer funds, the implementation

of a variety of social responsibility tools (such as self-exclusion), anti-money laundering measures, age verification of customers

and a host of consumer protection measures.

An entity holding a gambling license must notify the Gambling Commission of the identity of any shareholder holding 3%

or more of the equity or voting rights in the entity (whether held or controlled either directly or indirectly).

of corporate control:

Whenever a new person becomes a “controller” (as defined in section 422 of the Financial Services

and Markets Act 2000) of a company limited by shares that holds a gambling operating license, the licensed entity must apply to the

Gambling Commission for permission to continue to rely on its operating license in light of the new controller.

A new controller

includes any person who holds or controls (directly or indirectly, including ultimate beneficial owners who hold their interest through

a chain of ownership) 10% or more of the equity or voting rights in the licensed entity (or who is otherwise able to exercise “significant

influence” over it).

The Gambling Commission must be supplied with specified information regarding the new controller (which,

in the case of an individual, includes detailed personal disclosure) and this information will be reviewed by the Gambling Commission

to assess the suitability of the new controller to be associated with a licensed entity.

If the Gambling Commission concludes that

it would not have issued the operating license to the licensed entity had the new controller been a controller when the application

for the operating license was made, the Gambling Commission is required to revoke the operating license.

It is possible to apply

for approval in advance from the Gambling Commission prior to becoming a new controller of a licensed entity.

with the License Conditions and Codes of Practice (LCCP):

The LCCP is a suite of license conditions and code provisions which attach

to operating licenses issued by the Gambling Commission.

The provision of gambling facilities in breach of a license condition is

an offense under the GA05.

Certain specified “Social Responsibility” code provisions are accorded the same weight as

license conditions in this regard (whereas breach of an “ordinary” code provision is not an offense in itself, but may

be evidence of unsuitability to continue to hold a gambling license).

The LCCP imposes numerous operational requirements on licensees,

including compliance with the Gambling Commission’s Remote Gambling and Software Technical Standards, segregation of customer

funds, the implementation of a variety of social responsibility tools (such as self-exclusion), anti-money laundering measures, age

verification of customers and a host of consumer protection measures.

The Gambling Commission regularly reviews and revises the LCCP.

Regulatory returns and

reporting of key events:

The LCCP requires licensees to submit quarterly returns to the Gambling Commission detailing prescribed

operational data.

Licensees are also required to notify the Gambling Commission as soon as practicable and in any event within 5

working days of becoming aware of the occurrence of certain specified “key events” which, in summary, are events which

could have a significant impact on the nature or structure of the licensee’s business.

Licensees are also required to notify

suspicion of offenses and suspicious gambling activity.

Personal licenses:

management personnel are required to maintain personal licenses authorizing them to discharge certain responsibilities on behalf

of the operator.

returns and reporting of key events:

The LCCP requires licensees to submit quarterly returns to the Gambling Commission detailing

prescribed operational data.

Licensees are also required to notify the Gambling Commission as soon as practicable and in any event

within 5 working days of becoming aware of the occurrence of certain specified “key events” which, in summary, are events

which could have a significant impact on the nature or structure of the licensee’s business.

Licensees are also required to

notify suspicion of offenses and suspicious gambling activity.

Key management personnel are required to maintain personal licenses authorizing them to discharge certain responsibilities

on behalf of the operator.

These personal licenses are subject to renewal every five years.

Personal licenses are subject to compliance with

certain license conditions.

Personal licenses are subject to compliance

with certain license conditions.

operate two different gaming businesses in Italy.

We provide platform and games for video lottery terminals (“VLTs”), we

also supply platforms for bets on Virtual Sports events to betting shops and online platforms.

Our businesses are operated through the

Italian branches of certain of our UK subsidiaries.

These branches hold police licenses and are enrolled in the ADM Register of Gestori,

as further described below.

We supply our platform and games and Virtual Sports products only to operators licensed under Italian gaming

laws and regulations.

We provide platform and games for video lottery terminals and we also supply platforms for bets on Virtual Sports events to betting shops and online platforms.

businesses are operated through the Italian branches of certain of our UK subsidiaries.

These branches hold police licenses and are

enrolled in the ADM Register of Gestori, as further described below.

We supply our platform and games and Virtual Sports products

only to operators licensed under Italian gaming laws and regulations.

VLT and Virtual Sports platforms must be connected over the internet to servers operated by the ADM.

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of gaming machines, including VLTs, must hold a police license (as prescribed by article 86, paragraph 3, of the Italian United Text

of Public Security Law (TULPS) provided by the Royal Decree 18 June 1931, No.

of Public Security Law provided by the Royal Decree 18 June 1931, No.

773) and be enrolled in a registry prescribed by article

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We supply such

VLTs under a certification provided by the Hellenic Gaming Commission (the “HGC”).

VLTs under a certification provided by the Hellenic Gaming Commission.

We also supply Virtual Sports products

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Moreover, for Manufacturers which are defined under the aforesaid Decision

79305 as “the person or entity which manufactures (indicatively, studies, designs, assembles, produces, programs) and in any way makes

available to an Operator and/or Importer any Technical Means and Hardware, and has received a Suitability License by the HGC to this

end, as well as the person that holds a license for a Studio”, Decision 79305, provides in Article 9 for a Suitability License provided

a Manufacturers (type A.1 licence) and in Article 10 to Importers/Distributors (type E1 and E2)Accordingly, manufacturers need to obtain

a Suitability License Type A1, while importers/distributors need to obtain a Suitability License Type E1 or E2.

As regards online gaming, Articles 45 -52 of Law 4002/2011 (GG A’ 180/22.8.2011), which was recently amended by Law 4635/2019 (GG

79305 as “the person or entity which manufactures (indicatively, studies, designs, assembles, produces, programs) and in any way

makes available to an Operator and/or Importer any Technical Means and Hardware, and has received a Suitability License by the HGC to

this end, as well as the person that holds a license for a Studio”, Decision 79305, provides in Article 9 for a Suitability License

provided a Manufacturers (type A.1 license) and in Article 10 to Importers/Distributors (type E1 and E2)Accordingly, manufacturers need

to obtain a Suitability License Type A1, while importers/distributors need to obtain a Suitability License Type E1 or E2.

regards online gaming, Articles 45 -52 of Law 4002/2011 (GG A’ 180/22.8.2011), which was recently amended by Law 4635/2019 (GG

A’ 167/30.10.2019), introduces several new provisions such as the two exclusive types of online licenses for online gaming operators:

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of our gaming licenses and certifications.

continually invest in new product development in each of our Gaming, Virtual Sports, Interactive and Leisure business

Inspired has a full stack game development structure, combining its proprietary technology frameworks together with some

of the industry’s best math, art, creative and production personnel spread across 3 game studios (Inspired, Astra and Bell

We release over 100 games each year onto our own priority gaming system, Interactive RGS and to our G2S clients around the

world in markets such as North America, UK, Greece, Spain, Belgium, Italy, Sweden and more.

Whilst many of our game launches are

omni-channel, we have a focus on building the right game for the right market and take pride in tweaking and modifying the math and

themes for the target player.

In Virtual Sports we combine graphical assets and software that controls those assets to schedule

events and generate results via a random number generator, as well as supplying on demand versions of our content.

launched the Virtual Plug and Play (VPP) product range.

Using our award winning Virtuals assets, with our Interactive RGS and the

addition of a Virtuals Bet Management System, VPP gives our operators a Virtuals Sportsbook in a box, with ease of integrations and

We account for our development costs as software development costs and these are typically amortized over a two-year

continually invest in new product development in each of our Gaming, Virtual Sports, Interactive and Leisure business segments.

has a full stack game development structure, combining its proprietary technology frameworks together with some of the industry’s

best math, art, creative and production personnel spread across 3 game studios (Inspired, Astra and Bell Fruit).

We release over 100

games each year onto our own priority gaming system, Interactive Remote Gaming Server (“RGS”) and to our G2S clients around the world in markets such as North

America, UK, Greece, Spain, Belgium, Italy, Sweden and more.

Whilst many of our game launches are omni-channel, we have a focus on building

the right game for the right market and take pride in tweaking and modifying the math and themes for the target player.

In Virtual Sports,

we combine graphical assets and software that controls those assets to schedule events and generate results via a random number generator,

as well as supplying on demand versions of our content.

In 2020, we launched the VPP product range.

award winning Virtuals assets, with our Interactive RGS and the addition of a Virtuals Bet Management System, VPP gives our operators

a Virtuals Sportsbook in a box, with ease of integrations and operation.

We account for our development costs as software development

costs, and these are typically amortized over a two-year period.

principal supply arrangements concern the supply of our terminal components, content provision and outsourced labor.

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including, for example, if the operator fails to pay an invoice within 60 days of receipt.

Virtual Sports products are typically offered to operators on a participation basis, whereby we receive a portion of the gaming revenues

generated, plus an upfront software license fee.

Virtual Sports products are typically offered to operators on a participation basis, whereby we receive a portion of the gaming revenue generated, plus an upfront software license fee.

With our participation-driven business model, our Virtual Sports segment produces approximately

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are usually between three and five years.

Since the NTG Acquisition, within the Leisure segment we have successfully renewed or extended

the significant majority of major contracts that have expired.

Over the last three years, within the Leisure segment we have successfully renewed or extended

the majority of major contracts that have expired.

and Employees

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terms of our intellectual property registrations vary based on the type of registration and the date and jurisdiction of filing or grant.

European and U.K trademark registration lasts for 10 years but can be renewed indefinitely.

European and U.K design registration lasts

European and UK trademark registration lasts for 10 years but can be renewed indefinitely.

European and UK design registration lasts

for five years but it can be renewed four times (giving a maximum total of 25 years of protection).

European and U.K patents can only

European and UK patents can only

be renewed for up to 20 years.

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Information on our website is not incorporated into this report.

The SEC maintains a website that contains reports, proxy statements and

other information regarding issuers that file electronically with the SEC.

These materials may be obtained electronically by accessing

the SEC’s website at www.sec.gov.

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 1. Business