Inspired Entertainment, Inc. 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2024 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period _______________ Commission File Number: 001-36689 INSPIRED ENTERTAINMENT, INC. (Exact name of registrant as specified in its charter) Delaware 47-1025534 (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification Number) 250 West 57th Street , Suite 415 New York , NY 10107 (Address of principal executive offices) (Zip Code) Registrant’s telephone number, including area code: (646) 565-3861 Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐ Indicate by check mark whether the registrant has submitted electronically every Interactive 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). Yes ☒ No ☐ Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act. Large accelerated filer ☐ Accelerated filer ☒ Non-accelerated filer ☐ Smaller reporting company ☒ Emerging growth company ☐ If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐ Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the 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 Common stock, par value $ 0.0001 per share INSE The NASDAQ Stock Market LLC As of August 6, 2024, there were 26,574,804 shares of the Company’s common stock issued and outstanding. Explanatory Note: Although on January 1, 2024, we ceased to qualify as a smaller reporting company, as defined in Rule 12b-2 promulgated under the Exchange Act, we have requalified for such status commencing with this Quarterly Report on Form 10-Q, based on the aggregate market value of our common stock held by non-affiliates as of June 30, 2024. Our status as a smaller reporting company allows us to provide scaled disclosure in certain SEC filings, which may permit less disclosure than would apply to reporting companies that did not so qualify. 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 16 ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK 40 ITEM 4. CONTROLS AND PROCEDURES 40 PART II. OTHER INFORMATION 41 ITEM 1. LEGAL PROCEEDINGS 41 ITEM 1A. RISK FACTORS 41 ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS 41 ITEM 3. DEFAULTS UPON SENIOR SECURITIES 41 ITEM 4. MINE SAFETY DISCLOSURES 41 ITEM 5. OTHER INFORMATION 41 ITEM 6. EXHIBITS 42 SIGNATURES 43 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, 2024 December 31, 2023 (Unaudited) Assets Cash $ 23.5 $ 40.0 Accounts receivable, net 41.9 40.6 Inventory 30.4 32.3 Prepaid expenses and other current assets 39.7 39.6 Total current assets 135.5 152.5 Property and equipment, net 61.4 62.8 Software development costs, net 23.1 21.8 Other acquired intangible assets subject to amortization, net 16.7 13.4 Goodwill 58.3 58.8 Operating lease right of use asset 15.3 14.2 Costs of obtaining and fulfilling customer contracts, net 10.3 9.4 Other assets 6.0 8.0 Total assets $ 326.6 $ 340.9 Liabilities and Stockholders’ Deficit Current liabilities Accounts payable and accrued expenses $ 47.7 $ 60.8 Corporate tax and other current taxes payable 4.5 6.3 Deferred revenue, current 4.9 5.6 Operating lease liabilities 5.2 4.7 Current portion of long-term debt 19.0 19.1 Other current liabilities 6.4 4.2 Total current liabilities 87.7 100.7 Long-term debt 294.0 295.6 Finance lease liabilities, net of current portion 2.0 1.6 Deferred revenue, net of current portion 7.2 7.1 Operating lease liabilities 10.3 9.8 Other long-term liabilities 2.8 4.1 Total liabilities 404.0 418.9 Commitments and contingencies - - Stockholders’ deficit Preferred stock; $ 0.0001 par value; 1,000,000 shares authorized, no shares issued and outstanding at June 30, 2024 and December 31, 2023, respectively. — — Common stock; $ 0.0001 par value; 49,000,000 shares authorized; 26,571,308 shares and 26,219,021 shares issued and outstanding at June 30, 2024 and December 31, 2023, respectively — — Additional paid in capital 389.0 386.1 Accumulated other comprehensive income 45.9 44.5 Accumulated deficit ( 512.3 ) ( 508.6 ) Total stockholders’ deficit ( 77.4 ) ( 78.0 ) Total liabilities and stockholders’ deficit $ 326.6 $ 340.9 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) 2024 2023 2024 2023 Three Months Ended June 30, Six Months Ended June 30, 2024 2023 2024 2023 Revenue: Service $ 65.8 $ 67.5 $ 122.9 $ 125.0 Product sales 9.8 11.9 15.8 19.3 Total revenue 75.6 79.4 138.7 144.3 Cost of sales: Cost of service (1) ( 19.0 ) ( 20.5 ) ( 34.9 ) ( 35.5 ) Cost of product sales (1) ( 5.8 ) ( 8.4 ) ( 10.3 ) ( 15.1 ) Cost of sales ( 5.8 ) ( 8.4 ) ( 10.3 ) ( 15.1 ) Selling, general and administrative expenses ( 30.8 ) ( 26.6 ) ( 65.0 ) ( 55.8 ) Depreciation and amortization ( 10.6 ) ( 10.1 ) ( 20.5 ) ( 19.5 ) Net operating income 9.4 13.8 8.0 18.4 Other expense Interest expense, net ( 6.7 ) ( 7.3 ) ( 13.3 ) ( 13.6 ) Other finance income 0.1 0.1 0.2 0.2 Total other expense, net ( 6.6 ) ( 7.2 ) ( 13.1 ) ( 13.4 ) Net income (loss) before income taxes 2.8 6.6 ( 5.1 ) 5.0 Income tax (expense) benefit ( 0.8 ) ( 1.0 ) 1.4 ( 0.8 ) Net income (loss) 2.0 5.6 ( 3.7 ) 4.2 Other comprehensive income: Foreign currency translation (loss) gain ( 0.2 ) ( 2.7 ) 0.8 ( 5.6 ) Reclassification of loss on hedging instrument to comprehensive income — 0.1 — 0.3 Actuarial gains on pension plan 0.3 0.3 0.6 0.5 Other comprehensive income (loss) 0.1 ( 2.3 ) 1.4 ( 4.8 ) Comprehensive income (loss) $ 2.1 $ 3.3 $ ( 2.3 ) $ ( 0.6 ) Net income (loss) per common share – basic $ 0.07 $ 0.20 $ ( 0.13 ) $ 0.15 Net income (loss) per common share - diluted $ 0.07 $ 0.19 $ ( 0.13 ) $ 0.14 Weighted average number of shares outstanding during the period – basic 28,474,059 28,186,725 28,538,897 28,081,041 Weighted average number of shares outstanding during the period – diluted 29,046,281 29,073,078 28,538,897 29,023,288 Supplemental disclosure of stock-based compensation expense Stock-based compensation included in: Selling, general and administrative expenses $ ( 1.6 ) $ ( 3.1 ) $ ( 3.9 ) $ ( 6.0 ) (1) Excluding depreciation and amortization 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, 2024 TO JUNE 30, 2024 (in millions, except share data) (Unaudited) Shares Amount capital income deficit deficit Common stock Additional paid in Accumulated other comprehensive Accumulated Total stockholders’ Shares Amount capital income deficit deficit Balance as of January 1, 2024 26,219,021 $ — $ 386.1 $ 44.5 $ ( 508.6 ) $ ( 78.0 ) Foreign currency translation adjustments — — — 1.0 — 1.0 Reclassification of loss on pension plan to comprehensive income — — — 0.3 — 0.3 Issuances under stock plans 340,735 — ( 0.8 ) — — ( 0.8 ) Stock-based compensation expense — — 2.0 — — 2.0 Net loss — — — — ( 5.7 ) ( 5.7 ) Balance as of March 31, 2024 26,559,756 $ — $ 387.3 $ 45.8 $ ( 514.3 ) $ ( 81.2 ) Foreign currency translation adjustments — — — ( 0.2 ) — ( 0.2 ) Reclassification of loss on pension plan to comprehensive income — — — 0.3 — 0.3 Issuances under stock plans 11,552 — — — — — Stock-based compensation expense — — 1.7 — — 1.7 Net income — — — — 2.0 2.0 Balance as of June 30, 2024 26,571,308 $ — $ 389.0 $ 45.9 $ ( 512.3 ) $ ( 77.4 ) 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, 2023 TO JUNE 30, 2023 (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, 2023 25,909,516 $ — $ 378.2 $ 50.8 $ ( 514.6 ) $ ( 85.6 ) Foreign currency translation adjustments — — — ( 2.9 ) — ( 2.9 ) Reclassification of loss on pension plan to comprehensive income — — — 0.2 — 0.2 Reclassification of loss on hedging instrument to comprehensive income — — — 0.2 — 0.2 Issuances under stock plans 353,554 — — — — — Stock-based compensation expense — — 3.0 — — 3.0 Net loss — — — — ( 1.4 ) ( 1.4 ) Balance as of March 31, 2023 26,263,070 $ — $ 381.2 $ 48.3 $ ( 516.0 ) $ ( 86.5 ) Balance 26,263,070 $ — $ 381.2 $ 48.3 $ ( 516.0 ) $ ( 86.5 ) Foreign currency translation adjustments — — — ( 2.7 ) — ( 2.7 ) Reclassification of loss on pension plan to comprehensive income — — — 0.3 — 0.3 Reclassification of loss on hedging instrument to comprehensive income — — — 0.1 — 0.1 Repurchase of common stock ( 3,931 ) — — — ( 0.1 ) ( 0.1 ) Issuances under stock plans 4,282 — ( 0.2 ) — — ( 0.2 ) Stock-based compensation expense — — 3.1 — — 3.1 Net income — — — — 5.6 5.6 Net income (loss) — — — — 5.6 5.6 Balance as of June 30, 2023 26,263,421 $ — $ 384.1 $ 46.0 $ ( 510.5 ) $ ( 80.4 ) Balance 26,263,421 $ — $ 384.1 $ 46.0 $ ( 510.5 ) $ ( 80.4 ) 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) 2024 2023 Six Months Ended June 30, 2024 2023 Cash flows from operating activities: Net (loss) income $ ( 3.7 ) $ 4.2 Adjustments to reconcile net income to net cash provided by operating activities: Depreciation and amortization 20.5 19.5 Amortization of right of use asset 2.0 1.9 Stock-based compensation expense 3.9 6.0 Contract cost expense ( 5.7 ) ( 5.2 ) Reclassification of loss on hedging instrument to comprehensive income — 0.3 Non-cash interest expense relating to senior debt 0.6 1.0 Changes in assets and liabilities: Accounts receivable ( 1.6 ) 3.2 Inventory 1.7 ( 14.6 ) Prepaid expenses and other assets 5.0 2.5 Corporate tax and other current taxes payable ( 6.1 ) ( 1.5 ) Accounts payable and accrued expenses ( 17.6 ) ( 7.6 ) Deferred revenue and customer prepayment 1.7 24.7 Operating lease liabilities ( 2.1 ) ( 1.8 ) Other long-term liabilities ( 0.7 ) ( 0.1 ) Net cash (used in) provided by operating activities ( 2.1 ) 32.5 Cash flows from investing activities: Purchases of property and equipment ( 7.3 ) ( 8.7 ) Acquisition of third-party company trade and assets — ( 0.6 ) Purchases of capital software and internally developed costs ( 6.2 ) ( 6.7 ) Net cash used in investing activities ( 13.5 ) ( 16.0 ) Cash flows from financing activities: Repurchase of common stock — ( 0.1 ) Repayments of finance leases ( 0.5 ) ( 0.7 ) Net cash used in financing activities ( 0.5 ) ( 0.8 ) Effect of exchange rate changes on cash ( 0.4 ) 1.4 Net (decrease) increase in cash ( 16.5 ) 17.1 Cash, beginning of period 40.0 25.0 Cash, end of period $ 23.5 $ 42.1 Supplemental cash flow disclosures Cash paid during the period for interest $ 12.8 $ 11.9 Cash paid during the period for income taxes $ 1.4 $ 4.5 Cash paid during the period for operating leases $ 5.0 $ 3.9 Supplemental disclosure of non-cash investing and financing activities Lease liabilities arising from obtaining right of use assets $ ( 3.1 ) $ ( 0.2 ) Additional paid in capital from settlement of RSUs $ ( 0.8 ) $ ( 0.2 ) Property and equipment acquired through finance lease $ 1.3 $ 1.2 ARO assets arising during the period $ 0.1 $ — 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, as restated 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 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, 2024, the Company’s cash on hand was $ 23.5 million, and the Company had working capital in addition to cash of $ 24.3 million. The Company recorded a net loss of $ 3.7 million and net income of $ 4.2 million for the six months ended June 30, 2024 and 2023, respectively. Net income/losses included non-cash stock-based compensation of $ 3.9 million and $ 6.0 million for the six months ended June 30, 2024 and 2023, respectively. 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 used in operations amounted to $ 2.1 million and cash flows provided by operations amounted to $ 32.5 million for the six months ended June 30, 2024 and 2023, respectively. 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 2025. 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 United States Securities and Exchange Commission (“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, 2023 and 2022. The financial information as of December 31, 2023 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, 2023 filed with the SEC on April 15, 2024. The financial information for the three and six months ended June 30, 2023 is derived from the unaudited consolidated financial statements presented in the Company’s Quarterly Report on Form 10-Q/A for the three and six months ended June 30, 2023 filed with the SEC on February 27, 2024. The interim results for the three and six months ended June 30, 2024 are not necessarily indicative of the results to be expected for the year ending December 31, 2024 or for any future interim periods. 6 2. Allowance for Credit Losses Changes in the allowance for credit losses are as follows: Schedule of Changes in Allowance for Credit Losses June 30, 2024 December 31, 2023 (in millions) Beginning balance $ ( 1.1 ) $ ( 1.4 ) Additional allowance for credit losses ( 0.1 ) ( 0.2 ) Recoveries — 0.2 Write offs — 0.4 Foreign currency translation adjustments — ( 0.1 ) Ending balance $ ( 1.2 ) $ ( 1.1 ) 3. Inventory Inventory consists of the following: Schedule of Inventory June 30, 2024 December 31, 2023 (in millions) Component parts $ 27.5 $ 23.3 Work in progress 0.3 0.4 Finished goods 2.6 8.6 Total inventories $ 30.4 $ 32.3 Component parts include parts for gaming terminals. Our finished goods inventory primarily consists of gaming terminals which are ready for sale. 4. Accounts Payable and Accrued Expenses Accounts payable and accrued expenses consist of the following: Schedule of Accounts Payable and Accrued Expenses June 30, 2024 December 31, 2023 (in millions) Accounts payable $ 26.7 $ 41.9 Payroll and related costs — 5.5 Cost of sales including inventory 11.0 6.4 Other 10.0 7.0 Total accounts payable and accrued expenses $ 47.7 $ 60.8 7 5. Contract Related Disclosures The following table summarizes contract related balances: Schedule of Contract Related Balances Accounts Receivable Unbilled Accounts Receivable Right to recover asset Deferred Income Customer Prepayments and Deposits (in millions) At June 30, 2024 $ 40.6 $ 20.9 $ 0.6 $ ( 12.1 ) $ ( 4.9 ) At December 31, 2023 $ 42.8 $ 24.0 $ 0.6 $ ( 12.7 ) $ ( 2.9 ) Revenue recognized that was included in the deferred income balance at the beginning of the period amounted to $ 1.2 million and $ 2.4 million for the six months ended June 30, 2024 and 2023, respectively. For the periods ended June 30, 2024 and 2023 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, 2024, the transaction price allocated to unsatisfied performance obligations for contracts expected to be greater than one year, or performance obligations for which we do not have a right to consideration from the customer in the amount that corresponds to the value to the customer for our performance completed to date, variable consideration which is not accounted for in accordance with the sales-based or usage-based royalties guidance, or contracts which are not wholly unperformed, was approximately $ 95.2 million. Of this amount, we expect to recognize as revenue approximately 23 % through December 31, 2024, approximately 55 % through December 31, 2026, and the remaining 22 % through December 31, 2029. 6. Long Term and Other Debt Under our debt facilities in place as of June 30, 2024, we were not subject to covenant testing on our senior secured notes (the “Senior Secured Notes”). We are, however, subject to covenant testing at the level of Inspired Entertainment Inc., the ultimate holding company, on our Revolving Credit Facility Agreement (the “RCF Agreement”) 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 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. Covenant testing at June 30, 2024 showed covenant compliance with a net leverage of 3.1x. The Indenture governing the Senior Secured Notes 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. There were no covenant violations in the periods ended June 30, 2024 or June 30, 2023. 7. Stock-Based Compensation A summary of the Company’s Restricted Stock Unit (“RSU”) activity during the six months ended June 30, 2024 is as follows: Schedule of Restricted Stock Unit Activity Number of Shares Unvested Outstanding at January 1, 2024 (1) 1,242,175 Granted (2) 611,434 Forfeited ( 165,115 ) Vested ( 100,477 ) Unvested Outstanding at June 30, 2024 1,588,017 (1) The amount shown as “unvested outstanding at January 1, 2024” does not include certain tranches of Adjusted EBITDA RSUs that have performance criteria for annual periods later than 2023 (an aggregate of 312,500 RSUs, including 62,500 subject to 2024 criteria), which were part of sign-on tranches approved for our Executive Chairman and our Chief Executive Officer during the years 2021 and 2023, as the applicable performance targets were not set by January 1, 2024 (and, accordingly, the accounting grant dates had not yet occurred for the tranches). Such tranches had previously been included in the amounts shown in 2023 as unvested outstanding since the initial approval date for the tranches. (2) The amount shown as “granted” includes 245,694 performance-based target RSUs for 2024 as to which the number that ultimately vests would range from 0 % to 200 % of the target amount of RSUs (a maximum of 491,388 RSUs based on attainment of Adjusted EBITDA targets for 2024). The amount shown also includes a tranche of 62,500 Adjusted EBITDA RSUs (subject to performance criteria for 2024) which can be earned at up to 100 % of the target amount of RSUs; such tranche was part of a sign-on award of multiple tranches approved in 2021 for our Executive Chairman with respect to which the accounting grant date for the 2024 tranche did not occur until the targets were set in February 2024. The Company issued a total of 352,287 shares during the six months ended June 30, 2024, in connection with the Company’s equity-based plans, which included an aggregate of 333,161 shares issued in connection with the net settlement of RSUs that vested during the prior year (primarily on December 29, 2023). 8. Accumulated Other Comprehensive Loss (Income) The accumulated balances for each classification of comprehensive loss (income) are presented below: Schedule of Accumulated Other Comprehensive Loss (Income) Foreign Currency Translation Adjustments Change in Fair Value of Hedging Instrument Unrecognized Pension Benefit Costs Accumulated Other Comprehensive (Income) (in millions) Balance at January 1, 2024 $ ( 78.3 ) $ — $ 33.8 $ ( 44.5 ) Change during the period ( 1.0 ) — ( 0.3 ) ( 1.3 ) Balance at March 31, 2024 ( 79.3 ) — 33.5 ( 45.8 ) Change during the period 0.2 — ( 0.3 ) ( 0.1 ) Balance at June 30, 2024 $ ( 79.1 ) $ — $ 33.2 $ ( 45.9 ) Foreign Currency Translation Adjustments Change in Fair Value of Hedging Instrument Unrecognized Pension Benefit Costs Accumulated Other Comprehensive (Income) (in millions) Balance at January 1, 2023 $ ( 84.2 ) $ 0.3 $ 33.1 $ ( 50.8 ) Change during the period 2.9 ( 0.2 ) ( 0.2 ) 2.5 Balance at March 31, 2023 ( 81.3 ) 0.1 32.9 ( 48.3 ) Change during the period 2.7 ( 0.1 ) ( 0.3 ) 2.3 Balance at June 30, 2023 $ ( 78.6 ) $ — $ 32.6 $ ( 46.0 ) In connection with the issuance of the Senior Secured Notes, and the entry into the “RCF Agreement on May 19, 2021, the Company terminated all of its interest rate swaps. Accordingly, hedge accounting is no longer applicable. The amounts previously recorded in Accumulated Other Comprehensive Income were amortized into Interest expense over the terms of the hedged forecasted interest payments. Losses reclassified from Accumulated Other Comprehensive Income into Interest expense in the Consolidated Statements of Operations and Income for the six months ended June 30, 2024 and June 30, 2023 amounted to $ 0.0 million and $ 0.3 million, respectively. 8 9. Net Income (Loss) per Share 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. The computation of diluted EPS excludes the common stock equivalents of the following potentially dilutive securities because they were either contingently issuable shares or because their inclusion would be anti-dilutive: Schedule of Anti-dilutive Securities Excluded from Computation of Earnings per Share 2024 2023 2024 2023 Three Months Ended June 30, Six Months Ended June 30, 2024 2023 2024 2023 RSUs 580,361 809,510 1,588,017 809,510 The following tables reconcile the numerators and denominators of the basic and diluted EPS computations. There were no reconciling items for the six months ended June 30, 2024: Schedule of Numerators and Denominators of the Basic and Diluted EPS Computations Three months ended June 30, 2024 Income (Numerator) (in millions) Shares (Denominator) Per-Share Amount Basic EPS Income available to common stockholders $ 2.0 28,474,059 $ 0.07 Effect of Dilutive Securities RSUs — 572,222 $ — Diluted EPS Income available to common stockholders $ 2.0 29,046,281 $ 0.07 Three months ended June 30, 2023 Income (Numerator) (in millions) Shares (Denominator) Per-Share Amount Basic EPS Income available to common stockholders $ 5.6 28,186,725 $ 0.20 Effect of Dilutive Securities RSUs — 886,353 $ ( 0.01 ) Diluted EPS Income available to common stockholders $ 5.6 29,073,078 $ 0.19 Six months ended June 30, 2023 Income (Numerator) (in millions) Shares (Denominator) Per-Share Amount Basic EPS Income available to common stockholders $ 4.2 28,081,041 $ 0.15 Effect of Dilutive Securities RSUs — 942,247 $ ( 0.01 ) Diluted EPS Income available to common stockholders $ 4.2 29,023,288 $ 0.14 The calculation of Basic EPS includes the effects of 1,915,323 and 1,932,560 shares for the three and six months ended June 30, 2024 and 2023, respectively, with respect to RSU awards that have vested but have not yet been issued. 9 10. Other Finance Income Other finance income consisted of the following: Schedule of Other Finance Income (Expense) 2024 2023 2024 2023 Three Months Ended June 30, Six Months Ended June 30, 2024 2023 2024 2023 (in millions) (in millions) Pension interest cost $ ( 0.9 ) $ ( 0.9 ) $ ( 1.8 ) $ ( 1.7 ) Expected return on pension plan assets 1.0 1.0 2.0 1.9 Other finance income (expense) $ 0.1 $ 0.1 $ 0.2 $ 0.2 11. Income Taxes The effective income tax rate for the three months ended June 30, 2024 and 2023 was 26.8 % and 15.7 %, respectively, resulting in a $ 0.8 million and $ 1.0 million income tax expense, respectively. The effective income tax rate for the six months ended June 30, 2024 and 2023 was 27.7 % and 16.6 %, respectively, resulting in a $ 1.4 million income tax benefit and a $ 0.8 million income tax expense, respectively. 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. The Company recorded a valuation allowance against all of our deferred tax assets as of both June 30, 2024 and 2023. We intend to continue maintaining a full valuation allowance on our deferred tax assets until there is sufficient evidence to support the reversal of all or some portion of these allowances. However, given our current earnings and anticipated future earnings, we believe that there is a reasonable possibility that within the next twelve months, sufficient positive evidence may become available to allow us to reach a conclusion that a significant portion of the valuation allowance will no longer be needed. Release of the valuation allowance would result in the recognition of certain deferred tax assets and a decrease to income tax expense for the period the release is recorded. However, the exact timing and amount of the valuation allowance release are subject to change on the basis of the level of profitability that we are able to actually achieve. 12. Related Parties Macquarie Corporate Holdings Pty Limited (UK Branch) (“Macquarie UK”), (an arranger and lending party under our RCF Agreement) is an affiliate of MIHI LLC, which beneficially owned approximately 11.4 % of our common stock as of June 30, 2024. Macquarie UK held $ 2.1 million of the total $ 19.0 million of RCF drawn at June 30, 2024, and $ 2.1 million of the total $ 19.1 million of RCF drawn at December 31, 2023, respectively. Interest expense payable to Macquarie UK for the RCF for the three months ended June 30, 2024 and 2023 amounted to $ 0.0 million and $ 0.0 million, respectively, and for the six months ended June 30, 2024 and 2023 (including non-utilization fees) amounted to $ 0.1 million and $ 0.0 million, respectively. Macquarie UK did not hold any of the Company’s senior notes at June 30, 2024 or December 31, 2023. MIHI LLC is also a party to a stockholders agreement with the Company and other stockholders, dated December 23, 2016, pursuant to which, subject to certain conditions, MIHI LLC, jointly with Hydra Industries Sponsor LLC, are permitted to designate two directors to be nominated for election as directors of the Company at any annual or special meeting of stockholders at which directors are to be elected, until such time as MIHI LLC and Hydra Industries Sponsor LLC in the aggregate hold less than 5 % of the outstanding shares of the Company. 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 $ 37,500 and $ 30,000 for the three months ended June 30, 2024 and 2023, respectively, and $ 75,000 and $ 60,000 for the six months ended June 30, 2024 and 2023, respectively 10 13. 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: Schedule of Lease Income from Sales 2024 2023 2024 2023 Three Months Ended June 30, Six Months Ended June 30, 2024 2023 2024 2023 (in millions) (in millions) Interest receivable $ 0.1 — $ 0.3 — Profit recognized at commencement date of sales type leases 0.8 — 1.3 — Total $ 0.9 $ — $ 1.6 $ — 14. 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. 11 15. 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 latest actuarial valuation of the scheme (as at March 31, 2021), which was finalized in June 2022, 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. In June 2022, a recovery plan was put in place 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: Schedule of Net Periodic Pension Cost 2024 2023 Six Months Ended June 30, 2024 2023 (in millions) Components of net periodic pension cost: Interest cost $ 1.8 $ 1.7 Expected return on plan assets ( 2.0 ) ( 1.9 ) Amortization of net loss 0.6 0.5 Net periodic cost $ 0.4 $ 0.3 12 16. Segment Reporting and Geographic Information 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. The following tables present revenue, cost of sales, excluding depreciation and amortization, selling, general and administrative expenses, stock-based compensation expense and depreciation and amortization, operating income (loss) and total capital expenditures for the periods ended June 30, 2024 and June 30, 2023, 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 and capital expenditures relating to corporate/shared functions. Segment Information Schedule of Segment Reporting Information by Segment Three Months Ended June 30, 2024 Gaming Virtual Sports Interactive Leisure Corporate Functions Total (in millions) Revenue: Service $ 17.9 $ 11.7 $ 9.4 $ 26.8 $ — $ 65.8 Product sales 9.2 — — 0.6 — 9.8 Total revenue 27.1 11.7 9.4 27.4 — 75.6 Cost of sales, excluding depreciation and amortization: Cost of service ( 5.1 ) ( 0.1 ) ( 0.5 ) ( 13.3 ) — ( 19.0 ) Cost of product sales ( 5.6 ) — — ( 0.2 ) — ( 5.8 ) Cost of sales ( 5.6 ) — — ( 0.2 ) — ( 5.8 ) Selling, general and administrative expenses ( 6.4 ) ( 2.0 ) ( 2.8 ) ( 7.8 ) ( 10.2 ) ( 29.2 ) Stock-based compensation expense ( 0.2 ) ( 0.1 ) ( 0.1 ) ( 0.1 ) ( 1.1 ) ( 1.6 ) Depreciation and amortization ( 3.4 ) ( 2.5 ) ( 1.2 ) ( 3.0 ) ( 0.5 ) ( 10.6 ) Segment operating income (loss) 6.4 7.0 4.8 3.0 ( 11.8 ) 9.4 Net operating income $ 9.4 Total capital expenditures for the three months ended June 30, 2024 $ 2.2 $ 4.8 $ 0.4 $ 2.6 $ 1.2 $ 11.2 Three Months Ended June 30, 2023 Gaming Virtual Sports Interactive Leisure Corporate Functions Total (in millions) Revenue: Service $ 19.8 $ 15.1 $ 6.7 $ 25.9 $ — $ 67.5 Product sales 11.3 — — 0.6 — 11.9 Total revenue 31.1 15.1 6.7 26.5 — 79.4 Cost of sales, excluding depreciation and amortization: Cost of service ( 6.5 ) ( 0.4 ) ( 0.4 ) ( 13.2 ) — ( 20.5 ) Cost of product sales ( 8.4 ) — — — — ( 8.4 ) Cost of sales ( 8.4 ) — — — — ( 8.4 ) Selling, general and administrative expenses ( 5.0 ) ( 1.6 ) ( 2.7 ) ( 6.8 ) ( 7.4 ) ( 23.5 ) Stock-based compensation expense ( 0.4 ) ( 0.2 ) ( 0.1 ) ( 0.4 ) ( 2.0 ) ( 3.1 ) Depreciation and amortization ( 4.6 ) ( 0.8 ) ( 1.0 ) ( 3.0 ) ( 0.7 ) ( 10.1 ) Segment operating income (loss) 6.2 12.1 2.5 3.1 ( 10.1 ) 13.8 Net operating income $ 13.8 Total capital expenditures for the three months ended June 30, 2023 $ 2.1 $ 1.2 $ 0.5 $ 3.8 $ 1.0 $ 8.6 13 Six Months Ended June 30, 2024 Gaming Virtual Sports Interactive Leisure Corporate Functions Total (in millions) Revenue: Service $ 36.5 $ 24.1 $ 17.5 $ 44.8 $ — $ 122.9 Product sales 14.6 — — 1.2 — 15.8 Total revenue 51.1 24.1 17.5 46.0 — 138.7 Cost of sales, excluding depreciation and amortization: Cost of service ( 10.9 ) ( 0.5 ) ( 1.1 ) ( 22.4 ) — ( 34.9 ) Cost of product sales ( 9.9 ) — — ( 0.4 ) — ( 10.3 ) Cost of sales ( 9.9 ) — — ( 0.4 ) — ( 10.3 ) Selling, general and administrative expenses ( 13.0 ) ( 3.6 ) ( 5.9 ) ( 15.3 ) ( 23.3 ) ( 61.1 ) Stock-based compensation expense ( 0.4 ) ( 0.2 ) ( 0.2 ) ( 0.2 ) ( 2.9 ) ( 3.9 ) Depreciation and amortization ( 7.7 ) ( 3.4 ) ( 2.4 ) ( 6.0 ) ( 1.0 ) ( 20.5 ) Segment operating income (loss) 9.2 16.4 7.9 1.7 ( 27.2 ) 8.0 Net operating income $ 8.0 Total capital expenditures for the six months ended June 30, 2024 $ 4.2 $ 6.0 $ 0.9 $ 7.5 $ 1.7 $ 20.3 Six Months Ended June 30, 2023 Gaming Virtual Sports Interactive Leisure Corporate Functions Total (in millions) Revenue: Service $ 40.0 $ 29.9 $ 12.6 $ 42.5 $ — $ 125.0 Product sales 18.2 — — 1.1 — 19.3 Total revenue 58.2 29.9 12.6 43.6 — 144.3 Cost of sales, excluding depreciation and amortization: Cost of service ( 12.4 ) ( 0.8 ) ( 0.7 ) ( 21.6 ) — ( 35.5 ) Cost of product sales ( 14.2 ) — — ( 0.9 ) — ( 15.1 ) Cost of sales ( 14.2 ) — — ( 0.9 ) — ( 15.1 ) Selling, general and administrative expenses ( 10.7 ) ( 3.3 ) ( 5.2 ) ( 13.7 ) ( 16.9 ) ( 49.8 ) Stock-based compensation expense ( 0.7 ) ( 0.4 ) ( 0.3 ) ( 0.5 ) ( 4.1 ) ( 6.0 ) Depreciation and amortization ( 9.1 ) ( 1.6 ) ( 1.6 ) ( 6.1 ) ( 1.1 ) ( 19.5 ) Segment operating income (loss) 11.1 23.8 4.8 0.8 ( 22.1 ) 18.4 Net operating income $ 18.4 Total capital expenditures for the six months ended June 30, 2023 $ 4.5 $ 1.6 $ 1.6 $ 9.0 $ 1.5 $ 18.2 14 Geographic Information Geographic information for revenue is set forth below: Schedule of Geographic Information 2024 2023 2024 2023 Three Months Ended June 30, Six Months Ended June 30, 2024 2023 2024 2023 (in millions) (in millions) Total revenue UK $ 56.8 $ 61.8 $ 104.0 $ 110.8 Greece 4.6 5.3 10.7 10.9 Rest of world 14.2 12.3 24.0 22.6 Total $ 75.6 $ 79.4 $ 138.7 $ 144.3 Total revenue $ 75.6 $ 79.4 $ 138.7 $ 144.3 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, 2024 December 31, 2023 (in millions) UK $ 92.4 $ 91.9 Greece 13.9 15.3 Rest of world 26.5 22.4 Total $ 132.8 $ 129.6 Total non-current assets excluding goodwill $ 132.8 $ 129.6 Software development costs are included as attributable to the market in which they are utilized. 17. Customer Concentration During the three months ended June 30, 2024, no customers represented at least 10% of the Company’s revenue. During the three months ended June 30, 2023, one customer represented at least 10% of the Company’s revenue, accounting for 13 % of the Company’s revenue. This customer was served by the Virtual Sports and Interactive segments. During the six months ended June 30, 2024, one customer represented at least 10% of the Company’s revenue, accounting for 10 % of the Company’s revenue. This customer was served by the Virtual Sports and Interactive segments. During the six months ended June 30, 2023, one customer represented at least 10% of the Company’s revenue, accounting for 14 % of the Company’s revenue. This customer was served by the Virtual Sports and Interactive segments. At June 30, 2024, no customers represented at least 10% of the Company’s accounts receivable. At December 31, 2023, one customer represented at least 10% of the Company’s accounts receivable, accounting for approximately 24 % of the Company’s accounts receivable. 18. 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. 15 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 referenced in the section titled “Risk Factors” included in our annual report on Form 10-K for our fiscal year ended December 31, 2023, filed with the SEC on April 15, 2024. 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, 2024, we derived approximately 75% (in both periods) of our revenue from the UK (including customers headquartered in the UK but whose revenue is generated globally), respectively, 6% and 8% from Greece, respectively, and the remaining 19% and 17% across the rest of the world. During the three and six months ended June 30, 2023, we derived approximately 78% and 77% from the UK, 7% and 8% from Greece and 15% (in both periods) for the rest of 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. As of June 30, 2023, our non-current assets (excluding goodwill) were attributable as follows: 77% to the UK, 4% to Greece and 19% across the rest of the world. 16 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 considered to be 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, 2024, we derived approximately 25% (in both periods) of our revenue from sales to customers outside the UK (see caveat above), compared to 22% and 23% during the three and six months ended June 30, 2023, 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 is one which management believes gives a clearer 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, 2024 and June 30, 2023, the average GBP:USD rates were 1.26 and 1.25, respectively, and for the six-month period were 1.27 and 1.24, 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, 2024, compared to the same period in 2023; 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, 2024, compared to the same period in 2023, including key performance indicator (“KPI”) analysis. 17 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, 2024 in the Gaming segment, Alberta Gaming, Liquor and Cannabis (“AGLC”) in Canada ordered 150 new Valor terminals which were deployed during the quarter following a successful six-month trial. In addition, William Hill has committed to lease 5,000 new Vantage® terminals. Deployment of the new terminals will begin in the fourth quarter of 2024, with expected completion in the first half of 2025. During the three-month period ended June 30, 2024 we partnered with the NBA to provide a Virtual Sports offering, which went live in the Greek market during the period. During the three-month period ended June 30, 2024 the Interactive segment went live with fourteen new operators. The total number of customers at the end of the period increased by nine due to changes with several smaller-scale customers. In addition, Inspired licensed its remote gaming server (“RGS”) to an operator customer, allowing the customer to host its own instance of the most recent version of our RGS. Inspired also announced an engagement with Tunley Environmental to conduct a thorough business carbon assessment, with the goal of reducing the company’s carbon footprint aligning with the Company’s commitment to reduce its environmental footprint. Key agreements made in the ordinary course of business in the three-month period ended June 30, 2024 include a contract with Meadow Bay Villages to run the family entertainment center at Billing Aquadrome, Northampton UK resulting in installations in May and July 2024. Overall Company Results Three and Six Months ended June 30, 2024, compared to Three and Six Months ended June 30, 2023 For the Three-Month Period ended Variance For the Six-Month Period ended Variance (In millions) June 30, June 30, 2024 vs 2023 June 30, June 30, 2024 vs 2023 2024 2023 Variance Attributable to Currency Movement Variance on a Functional currency basis Total Functional Currency Variance % Total Reported Variance % 2024 2023 Variance Attributable to Currency Movement Variance on a Functional currency basis Total Functional Currency Variance % Total Reported Variance % Revenue: Service $ 65.8 $ 67.5 $ 0.6 $ (2.3 ) (3 )% (3 )% $ 122.9 $ 125.0 $ 3.0 $ (5.1 ) (4 )% (2 )% Product 9.8 11.9 0.2 (2.3 ) (19 )% (18 )% 15.8 19.3 0.4 (3.9 ) (20 )% (18 )% Total revenue 75.6 79.4 0.8 (4.6 ) (6 )% (5 )% 138.7 144.3 3.4 (9.0 ) (6 )% (4 )% Cost of Sales, excluding depreciation and amortization: Cost of Service (19.0 ) (20.5 ) (0.1 ) 1.6 (8 )% (7 )% (34.9 ) (35.5 ) (0.7 ) 1.3 (4 )% (2 )% Cost of Product (5.8 ) (8.4 ) - 2.6 (31 )% (31 )% (10.3 ) (15.1 ) (0.3 ) 5.1 (34 )% (32 )% Selling, general and administrative expenses (29.2 ) (23.5 ) (0.3 ) (5.4 ) 23 % 24 % (61.1 ) (49.8 ) (1.7 ) (9.6 ) 19 % 23 % Stock-based compensation (1.6 ) (3.1 ) 0.2 1.3 (42 )% (48 )% (3.9 ) (6.0 ) - 2.1 (35 )% (35 )% Depreciation and amortization (10.6 ) (10.1 ) (0.2 ) (0.3 ) 3 % 5 % (20.5 ) (19.5 ) (0.5 ) (0.5 ) 3 % 5 % Net operating Income 9.4 13.8 0.4 (4.8 ) (35 )% (32 )% 8.0 18.4 0.2 (10.6 ) (58 )% (57 )% Other income (expense) Interest expense, net (6.7 ) (7.3 ) (0.1 ) 0.7 (10 )% (8 )% (13.3 ) (13.6 ) (0.4 ) 0.7 (5 )% (2 )% Other finance income (expense) 0.1 0.1 - - 0 % 0 % 0.2 0.2 - - 0 % 0 % Total other income (expense), net (6.6 ) (7.2 ) (0.1 ) 0.7 (10 )% (8 )% (13.1 ) (13.4 ) (0.4 ) 0.7 (5 )% (2 )% Net Income (loss) from continuing operations before income taxes 2.8 6.6 0.3 (4.1 ) (62 )% (58 )% (5.1 ) 5.0 (0.2 ) (9.9 ) (198 )% (202 )% Income tax expense (0.8 ) (1.0 ) (0.1 ) 0.3 (30 )% (20 )% 1.4 (0.8 ) - 2.2 (275 )% (275 )% Net Income (Loss) $ 2.0 $ 5.6 $ 0.2 $ (3.8 ) (68 )% (64 )% $ (3.7 ) $ 4.2 $ (0.3 ) $ (7.6 ) (181 )% (188 )% Exchange Rate - $ to £ 1.26 1.25 1.27 1.23 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. 18 Revenue (for the three and six months ended June 30, 2024, compared to the three and six months ended June 30, 2023) Consolidated Reported Revenue by Segment ● There were no Low Margin-related sales for the three and six-months ended June 30, 2024. For the three and six-months ended June 30, 2023 Low Margin-related sales were $4.4 million (in both periods) For the three and six months ended June 30, 2024, revenue on a functional currency (at constant rate) basis decreased by $4.6 million and $9.0 million, respectively, or 6% (in both periods) For the three-month period ended June 30, 2024, Gaming revenue declined by $4.3 million. Gaming product sales declined $2.1 million due to a decrease in the UK market, partially offset by growth in North America, Gaming service revenue declined $2.2 million, due to a decrease in the UK and mainland European markets. Virtual Sports declined by $3.5 million due to reduced Online revenue. Interactive grew by $2.7 million, driven by revenue growth in the UK, North America and mainland Europe: and Leisure grew by $0.7 million predominately driven by the increased revenues in Holiday Parks due to the addition of a new site as well as growth in existing sites. For the six-month period ended June 30, 2024, Gaming revenue declined by $8.2 million. Gaming product sales declined $3.7 million due to a decrease in the UK market for low margin sales in the prior year period not repeated in the current year, partially offset by growth in North America, Gaming service revenue decreased by $4.5 million predominately due to revenue decline in the UK and mainland European markets. Virtual Sports decreased by $6.4 million due to a decrease in Online revenue; Interactive grew by $4.6 million, driven by revenue growth in the UK, mainland Europe and Latin America; and Leisure revenue increased by $1.4 million due to increases in Holiday Parks and Pubs. 19 Cost of Sales, excluding depreciation and amortization Cost of sales, excluding depreciation and amortization, for the three and six months ended June 30, 2024, decreased by $4.2 million and $6.4 million, or 15% and 13%, respectively. The decreases were driven by a $1.6 million and $1.3 million decrease in cost of service, respectively, predominately driven by the decrease in service revenues and by a $2.6 million and $5.1 million decrease in cost of product, predominantly driven by the decrease in product revenues, respectively. Selling, general and administrative expenses Selling, general and administrative (“SG&A”) expenses for the three and six months ended June 30, 2024 increased by $5.4 million and $9.6 million, or 23% and 19%, respectively. The increase in the three-month period ended June 30, 2024, was primarily driven by an increase of $2.8 million due to cost of the restatement of our prior financial statements (excluded from adjusted EBITDA), $0.7 million due to cost of restructuring (excluded from adjusted EBITDA) and $0.9 million due to non-staff costs mainly for increased facility, travel, storage and distribution costs. The increase in the six-month period ended June 30, 2024, was driven primarily by the $7.8 million costs of the restatement of our prior financial statements (removed from Adjusted EBITDA), an increase in non-staff costs of $2.9 million, of which the largest proportion was driven by increased facility, travel, external labor, IT, storage and distribution costs as well as an increase in staff cost of $0.5 million driven by support staff costs and an increase in national living wage and salary increases. This was partially offset by a reduction in the cost of group restructure of $2.1 million (removed from Adjusted EBITDA). Stock-based compensation During the three and six-month periods ended June 30, 2024, the Company recorded stock based compensation expenses of $1.6 million and $3.9 million, respectively, compared to stock based compensation expenses of $3.1 million and $6.0 million for the three and six months ended June 30, 2023. All expenses related to outstanding awards but the three and six months ended June 30, 2023, included $0.4 million related to award units that were fully vested on the date of grant and therefore were expensed immediately. The six months ended June 30, 2023 also included $0.7 million related to the group restructure. Depreciation and amortization Depreciation and amortization for the three-month period ended June 30, 2024, increased by $0.3 million. This increase was driven by increases in Virtual Sports of $1.6 million and Interactive of $0.2 million, partially offset by a reduction in Gaming of $1.2 million, due to assets being fully depreciated. Depreciation and amortization for the six-month period ended June 30, 2024, increased by $0.5 million. This increase was driven by increases in Virtual Sports of $1.7 million and Interactive of $0.7 million, partially offset by a reduction in Gaming of $1.6 million and Leisure of $0.3 million due to assets being fully depreciated. Net operating income / net income/(loss) During the three and six-month periods ended June 30, 2024, net operating income was $9.4 million and $8.0 million, respectively, representing declines of $4.8 million and $10.6 million, respectively, compared to the prior year periods. The decreases were primarily due to the increases in SG&A expenses, (including the cost of restating our prior financial statements in the three and six-month periods). For the three and six-months ended June 30, 2024 net income / (loss) was $2.0 million and net loss was $3.7 million, respectively, compared to a net income of $5.6 million and $4.2 million, respectively, in the prior periods. For the three-month period ended June 30, 2024 the $3.8 million decline compared to the prior year period, was primarily due to the increase in SG&A expenses of $5.4 million. This was partially offset by a reduction in stock-based compensation of $1.3 million. For the six-month period ended June 30. 2024 the $7.6 million decline compared to the prior year period, was primarily due to the increase in SG&A expenses of $9.6 million, primarily driven by the cost of the restatement of prior financial statements of $7.8 million. This was partially offset by a reduction in stock-based compensation of $2.1 million and in income tax expense of $2.2 million. 20 Deferred Tax The Company recorded a valuation allowance against all of our deferred tax assets as of both June 30, 2024 and 2023. We intend to continue maintaining a full valuation allowance on our deferred tax assets until there is sufficient evidence to support the reversal of all or some portion of these allowances. However, given our current earnings and anticipated future earnings, we believe that there is a reasonable possibility that within the next six months, sufficient positive evidence may become available to allow us to reach a conclusion that a significant portion of the valuation allowance will no longer be needed. Release of the valuation allowance would result in the recognition of certain deferred tax assets and a decrease to income tax expense for the period the release is recorded. However, the exact timing and amount of the valuation allowance release are subject to change on the basis of the level of profitability that we are able to actually achieve. Segment Results ( for the three and six months ended June 30, 2024, compared to the three and six months ended June 30, 2023) 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, 2024 vs 2023 June 30, June 30, 2024 vs 2023 Gaming 2024 2023 % 2024 2023 % End of period installed base (# of terminals) (2) 34,906 34,433 473 1.4 % 34,906 34,433 473 1.4 % Total Gaming - Average installed base (# of terminals) (2) 34,878 34,715 163 0.5 % 34,831 34,746 85 0.2 % Participation - Average installed base (# of terminals) (2) 29,917 30,522 (605 ) (2.0 )% 29,875 30,658 (783 ) (2.6 )% Fixed Rental - Average installed base (# of terminals) 4,962 4,193 769 18.3 % 4,955 4,089 866 21.2 % Service Only - Average installed base (# of terminals) 5,308 12,898 (7,590 ) (58.8 )% 6,578 13,529 (6,951 ) (51.4 )% Customer Gross Win per unit per day (1) (2) £ 96.0 £ 94.4 £ 1.6 1.7 % £ 97.4 £ 96.3 £ 1.1 1.1 % Customer Net Win per unit per day (1) (2) £ 70.8 £ 69.0 £ 1.8 2.6 % £ 71.5 £ 70.3 £ 1.2 1.7 % Inspired Blended Participation Rate 5.3 % 5.7 % (0.4 )% (7.0 )% 5.4 % 5.7 % (0.3 )% (5.3 )% Inspired Fixed Rental Revenue per Gaming Machine per week £ 39.6 £ 48.3 £ (8.7 ) (18.0 )% £ 40.5 £ 49.0 £ (8.5 ) (17.3 )% Inspired Service Rental Revenue per Gaming Machine per week £ 5.3 £ 5.1 £ 0.2 3.9 % £ 5.2 £ 5.1 £ 0.1 2.0 % Gaming Long term license amortization (£’m) £ 0.6 £ 0.8 £ (0.2 ) (25.0 )% £ 1.1 £ 1.6 £ (0.5 ) (31.3 )% Number of Machine sales 705 1,523 (818 ) (53.7 )% 1,294 2,211 (917 ) (41.5 )% Average selling price per terminal £ 8,971 £ 5,681 £ 3,290 57.9 % £ 8,083 £ 6,365 £ 1,718 27.0 % (1) Includes all server-based gaming terminals in which the Company takes a participation revenue share across all territories. (2) Includes circa 2,500 of lottery terminals where the 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 key performance indicators (“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. 21 Revenue is derived from the performance of the installed base as described by the Gross and Net Win KPIs. 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 impacts 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. 22 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”. 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, 2024 vs 2023 June 30, June 30, 2024 vs 2023 (In £ millions) 2024 2023 % 2024 2023 % Gaming Recurring Revenue Total Gaming Revenue £ 21.3 £ 24.8 £ (3.5 ) (14 )% £ 40.4 £ 47.1 £ (6.7 ) (14 )% Gaming Participation Revenue £ 10.2 £ 10.9 (0.7 ) (6 )% £ 20.8 £ 22.4 £ (1.6 ) (7 )% Gaming Other Fixed Fee Recurring Revenue £ 3.0 £ 3.4 £ (0.4 ) (12 )% £ 6.3 £ 7.0 £ (0.7 ) (10 )% Gaming Project Recurring Revenue £ 0.2 £ 0.2 0 % £ 0.5 £ 0.4 £ 0.1 25 % Gaming Long-term license amortization £ 0.6 £ 0.8 £ (0.2 ) (25 )% £ 1.2 £ 1.6 £ (0.4 ) (25 )% Total Gaming Recurring Revenue * £ 14.0 £ 15.3 £ (1.3 ) (8 )% £ 28.8 £ 31.4 £ (2.6 ) (8 )% Gaming Recurring Revenue as a % of Total Gaming Revenue † 65 % 62 % 3 % 71 % 67 % 4 % Total Gaming excluding Low Margin Sales £ 21.3 £ 24.8 £ 40.4 £ 47.1 Gaming Recurring Revenue as a % of Total Gaming Revenue (excluding Low Margin Sales) 65 % 72 % 71 % 72 % * Does not reflect Low Margin-related revenue † Total Gaming Revenue for the three and six-month period ended June 30, 2024 has no Low Margin sales and for the three and six-month period ended June 30, 2023 includes £3.5 million of Low Margin sales. Excluding Low Margin sales, Gaming Recurring Revenue was 65% and 71% of Total Gaming Revenue respectively. 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 upgrades and distribution. “Gaming Long term license amortization” – see the set forth provided above. 23 “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 Period ended For the Six-Month Period ended June 30, June 30, Variance June 30, June 30, Variance (In millions) 2024 2023 2024 vs 2023 Total Functional Currency % 2024 2023 2024 vs 2023 Total Functional Currency % Service Revenue: UK LBO $ 9.1 $ 9.9 (0.8 ) (8 )% (9 )% $ 18.2 $ 19.6 $ (1.4 ) (7 )% (9 )% UK Other 3.3 3.4 (0.1 ) (3 )% (3 )% 6.8 6.8 - 0 % 1 % Italy 0.4 0.7 (0.3 ) (43 )% (57 )% 0.8 1.5 (0.7 ) (47 )% (60 )% Greece 3.6 4.0 (0.4 ) (10 )% (13 )% 7.5 8.2 (0.7 ) (9 )% (12 )% Rest of the World 0.2 0.5 (0.3 ) (60 )% (60 )% 0.5 1.2 (0.7 ) (58 )% (50 )% Lotteries 1.3 1.3 - 0 % 0 % 2.7 2.7 - 0 % (4 )% Total Service revenue $ 17.9 $ 19.8 ($ 1.9 ) (10 )% (11 )% $ 36.5 $ 40.0 $ (3.5 ) (9 )% (11 )% Exchange Rate - $ to £ 1.26 1.25 1.27 1.23 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. 24 Gaming, Results of Operations For the Three-Month Period ended Variance For the Six-Month Period ended Variance (In millions) June 30, June 30, 2024 vs 2023 June 30, June 30, 2024 vs 2023 2024 2023 Variance Attributable to Currency Movement Variance on a Functional currency basis Total Functional Currency Variance % Total Reported Variance % 2024 2023 Variance Attributable to Currency Movement Variance on a Functional currency basis Total Functional Currency Variance % Total Reported Variance % Revenue: Service $ 17.9 $ 19.8 $ 0.3 $ (2.2 ) (11 )% (10 )% $ 36.5 $ 40.0 $ 1.0 $ (4.5 ) (11 )% (9 )% Product 9.2 11.3 - (2.1 ) (19 )% (19 )% 14.6 18.2 0.1 (3.7 ) (20 )% (20 )% Total revenue 27.1 31.1 0.3 (4.3 ) (14 )% (13 )% 51.1 58.2 1.1 (8.2 ) (14 )% (12 )% Cost of Sales, excluding depreciation and amortization: Cost of Service (5.1 ) (6.5 ) - 1.4 (22 )% (22 )% (10.9 ) (12.4 ) (0.2 ) 1.7 (14 )% (12 )% Cost of Product (5.6 ) (8.4 ) - 2.8 (33 )% (33 )% (9.9 ) (14.2 ) (0.2 ) 4.5 (32 )% (30 )% Total cost of sales (10.7 ) (14.9 ) - 4.2 (28 )% (28 )% (20.8 ) (26.6 ) (0.4 ) 6.2 (23 )% (22 )% Selling, general and administrative expenses (6.4 ) (5.0 ) (0.1 ) (1.3 ) 26 % 28 % (13.0 ) (10.7 ) (0.4 ) (1.9 ) 18 % (21 )% Stock-based compensation (0.2 ) (0.4 ) - 0.2 (50 )% (50 )% (0.4 ) (0.7 ) - 0.3 (43 )% (43 )% Depreciation and amortization (3.4 ) (4.6 ) - 1.2 (26 )% (26 )% (7.7 ) (9.1 ) (0.2 ) 1.6 (18 )% (15 )% Net operating Income $ 6.4 $ 6.2 $ 0.2 $ - 0 % 2 % $ 9.2 $ 11.1 $ 0.1 $ (2.0 ) (18 )% (17 )% Exchange Rate - $ to £ 1.26 1.25 1.27 1.24 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 periods ended June 30, 2024, Gaming revenue decreased by $4.3 million and $8.2 million, or 14% in both periods. This was driven by decreases in Service revenue of $2.2 million and $4.5 million, respectively, and decreases in Product revenue of $2.1 million and $3.7 million, respectively. For the three-month period ended June 30, 2024, the decrease in Gaming Service revenue was driven by decreases of $1.0 million in the UK market inclusive of shop closures in UK LBO and $0.4 million in the Greek market primarily due to the reduction in Gross Win per day and expiry of historical amortized license revenues. For the six-month period ended June 30, 2024, the decrease in Gaming Service revenue was driven by decreases of $2.8 million from the UK markets, inclusive of UK LBO shop closures, $0.7 million from North America, $0.8 million from Italy and $0.2 million from Greece, driven by the reduction in Gross Win per day and expiry of historical amortized license revenues. For the three-month period ended June 30, 2024, the $2.1 million decrease in Gaming Product revenue was primarily driven by lower UK Product sales of $5.6 million, partially offset by increases of $2.7million in North America. For the six-month period ended June 30, 2024, the $3.7 million decrease in Gaming Product revenue was primarily driven by lower UK Product sales of $6.3 million as the prior year period included $4.4 million of Low Margin sales, partially offset by increases of $2.4 million in North America. 25 Gaming Operating income Operating income was flat for the three-month period ended June 30, 2024, and decreased by $2.0 million for the six-month period ended June 30, 2024. For the three-month period ended June 30, 2024, gross margin decreased by $0.1 million and SG&A expenses increased $1.3 million driven by increased in facility costs and decreased labor capitalization along with exceptional items not incurred in the prior year period. This was offset by decreases in depreciation and amortization and stock-based compensation of $1.2 million and $0.2 million, respectively. The decrease in the six-month period ended June 30, 2024 was primarily driven by a reduction in gross margin of $2.0 million. SG&A expenses increased $1.9 million driven by reduced labor and overhead consumption, which was offset by a decrease in depreciation and amortization and stock-based compensation of $1.6 million and $0.3 million, respectively. 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, 2024 vs 2023 June 30, June 30, 2024 vs 2023 2024 2023 % 2024 2023 % Virtuals No. of Live Customers at the end of the period 57 58 (1 ) (2.0 )% 57 58 (2 ) (3.4 )% Average No. of Live Customers 57 58 (1 ) (2.0 )% 56 58 (2 ) (3.4 )% Total Revenue (£’m) £ 9.3 £ 12.1 £ (2.8 ) (23.1 )% £ 19.0 £ 24.3 £ (5.3 ) (21.8 )% Total Revenue £’m - Retail £ 2.6 £ 2.6 £ - 0.0 % £ 4.9 £ 5.1 £ (0.2 ) (3.9 )% Total Revenue £’m - Online Virtuals £ 6.7 £ 9.5 £ (2.8 ) (29.5 )% £ 14.1 £ 19.1 £ (5.0 ) (26.2 )% 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. 26 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, 2024 vs 2023 June 30, June 30, 2024 vs 2023 (In £ millions) 2024 2023 % 2024 2023 % Virtual Sports Recurring Revenue Total Virtual Sports Revenue £ 9.3 £ 12.1 £ (2.8 ) (23 )% £ 19.1 £ 24.3 £ (5.2 ) (21 )% Recurring Revenue - Retail Virtuals £ 2.5 £ 2.4 £ 0.1 4 % £ 4.8 £ 4.9 £ (0.1 ) (2 )% Recurring Revenue - Online Virtuals £ 6.6 £ 9.4 £ (2.8 ) (30 )% £ 13.8 £ 19.0 £ (5.2 ) (27 )% Total Virtual Sports Long-term license amortization £ - £ 0.2 (0.2 ) (100 )% £ 0.1 £ 0.2 £ (0.1 ) (50 )% Total Virtual Sports Recurring Revenue £ 9.1 £ 12.0 £ (2.9 ) (24 )% £ 18.7 £ 24.1 £ (5.4 ) (22 )% Virtual Sports Recurring Revenue as a Percentage of Total Virtual Sports Revenue 98 % 99 % 98 % 99 % “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. 27 Virtual Sports, Results of Operations For the Three-Month Period ended Variance For the Six-Month Period ended Variance (In millions) June 30, June 30, 2024 vs 2023 June 30, June 30, 2024 vs 2023 2024 2023 Variance Attributable to Currency Movement Variance on a Functional currency basis Total Functional Currency Variance % Total Reported Variance % 2024 2023 Variance Attributable to Currency Movement Variance on a Functional currency basis Total Functional Currency Variance % Total Reported Variance % Service Revenue $ 11.7 $ 15.1 $ 0.1 $ (3.5 ) (23 )% (23 )% $ 24.1 $ 29.9 $ 0.5 $ (6.3 ) (21 )% (19 )% Cost of Service (0.1 ) (0.4 ) 0.1 0.2 (50 )% (75 )% (0.5 ) (0.8 ) 0.1 0.2 (25 )% (38 )% Selling, general and administrative expenses (2.0 ) (1.6 ) 0.1 (0.5 ) 31 % 25 % (3.6 ) (3.3 ) (0.1 ) (0.2 ) 6 % 9 % Stock-based compensation (0.1 ) (0.2 ) - 0.1 (50 )% (50 )% (0.2 ) (0.4 ) - 0.2 (50 )% (50 )% Depreciation and amortization (2.5 ) (0.8 ) (0.1 ) (1.6 ) 200 % 213 % (3.4 ) (1.6 ) (0.1 ) (1.7 ) 106 % 113 % Net operating Income $ 7.0 $ 12.1 $ 0.2 $ (5.3 ) (44 )% (42 )% $ 16.4 $ 23.8 $ 0.4 $ (7.8 ) (33 )% (31 )% Exchange Rate - $ to £ 1.26 1.25 1.27 1.23 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 periods ended June 30, 2024, revenue decreased by $3.5 million and $6.3 million, or 23% and 21%, respectively. These decreases were driven by $3.6 million and $6.4 million decreases in Online Virtuals, respectively, primarily driven by driven by a major customer optimizing their customer base. Virtual Sports operating income During the three and six-month periods ended June 30, 2024, operating income decreased by $5.3 million and $7.8 million, primarily due to the decreases in revenues and increases in depreciation of $1.6 million and $1.7 million, respectively. 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. 28 Interactive, Key Performance Indicators For the Three-Month Period ended Variance For the Six-Month Period ended Variance June 30, June 30, 2024 vs 2023 June 30, June 30, 2024 vs 2023 2024 2023 % 2024 2023 % Interactive No. of Live Customers at the end of the period 164 146 18 12.3 % 164 146 18 12.3 % Average No. of Live Customers 161 140 21 15.0 % 158 138 20 14.5 % No. of Games available at the end of the period 307 283 24 8.5 % 307 283 24 8.5 % Average No. of Games available 303 277 26 9.4 % 299 274 25 9.1 % No. of Live Games at the end of the period 292 260 32 12.3 % 292 260 32 12.3 % Average No. of Live Games 286 254 32 12.6 % 280 250 30 12.0 % Total Revenue (£’m) £ 7.4 £ 5.3 £ 2.1 39.6 % £ 13.8 £ 10.2 £ 3.6 35.3 % 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 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. 29 Interactive, Results of Operations For the Three-Month Period ended Variance For the Six-Month Period ended Variance (In millions) June 30, June 30, 2024 vs 2023 June 30, June 30, 2024 vs 2023 2024 2023 Variance Attributable to Currency Movement Variance on a Functional currency basis Total Functional Currency Variance % Total Reported Variance % 2024 2023 Variance Attributable to Currency Movement Variance on a Functional currency basis Total Functional Currency Variance % Total Reported Variance % Service Revenue $ 9.4 $ 6.7 $ - $ 2.7 40 % 40 % $ 17.5 $ 12.6 $ 0.4 $ 4.5 36 % 39 % Cost of Service (0.5 ) (0.4 ) - (0.1 ) 25 % 25 % (1.1 ) (0.7 ) 0.1 (0.5 ) 71 % 57 % Selling, general and administrative expenses (2.8 ) (2.7 ) (0.1 ) - 0 % 4 % (5.9 ) (5.2 ) (0.2 ) (0.5 ) 10 % 14 % Stock-based compensation (0.1 ) (0.1 ) (0.1 ) 0.1 (100 )% 0 % (0.2 ) (0.3 ) - 0.1 (33 )% (33 )% Depreciation and amortization (1.2 ) (1.0 ) - (0.2 ) 20 % 20 % (2.4 ) (1.6 ) (0.1 ) (0.7 ) 44 % 50 % Net operating Income $ 4.8 $ 2.5 $ (0.2 ) $ 2.5 100 % 92 % $ 7.9 $ 4.8 $ 0.2 $ 2.9 60 % 65 % Exchange Rate - $ to £ 1.26 1.25 1.27 1.23 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 and six-month periods ended June 30, 2024, revenue increased by $2.7 million and $4.5 million, or 40% and 36%, respectively, primarily driven by revenue growth in the UK, North America and mainland Europe due to new customer launches, the consistent launch of new content across the estate and increased promotional activity through exclusive deals with tier-one customers. Interactive operating income Operating income for the three and six-month periods ended June 30, 2024, increased by $2.5 million and $2.9 million, respectively. For the three-month period ended June 30, 2024, this increase was driven by the increase in gross margin, partially offset by increases in depreciation and amortization of $0.2 million and $0.7 million, respectively. For the six-month period, this increase was driven by the increase in gross margin, offset by a $0.5 million increase in SG&A driven by increased staff and IT costs and a $0.7 million increase in depreciation and amortization. 30 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, 2024 vs 2023 June 30, June 30, 2024 vs 2023 2024 2023 % 2024 2023 % Leisure End of period installed base Gaming machines (# of terminals) 10,540 10,725 (185 ) (1.7 )% 10,540 10,725 (185 ) (1.7 )% Average installed base Gaming machines (# of terminals) 10,600 10,709 (109 ) (1.0 )% 10,647 10,739 (92 ) (0.9 )% End of period installed base Other (# of terminals) 3,901 4,363 (462 ) (10.6 )% 3,901 4,363 (462 ) (10.6 )% Average installed base Other (# of terminals) 3,993 4,380 (387 ) (8.8 )% 4,112 4,518 (406 ) (9.0 )% Pub Digital Gaming Machines - Average installed base (# of terminals) 6,253 6,116 137 2.2 % 6,232 6,099 133 2.2 % Pub Analogue Gaming Machines - Average installed base (# of terminals) 132 421 (289 ) (68.6 )% 224 744 (520 ) (69.9 )% MSA and Bingo Gaming Machines - Average installed base (# of terminals) (1) 3,013 3,011 2 0.1 % 3,059 3,107 (48 ) (1.5 )% Inspired Leisure Revenue per Gaming Machine per week £ 69.4 £ 67.6 £ 1.8 2.7 % £ 69.8 £ 67.0 £ 2.8 4.2 % Inspired Pub Digital Revenue per Gaming Machine per week £ 73.4 £ 70.5 £ 2.9 4.1 % £ 73.3 £ 70.4 £ 2.9 4.1 % Inspired Pub Analogue Revenue per Gaming Machine per week £ 32.2 £ 38.3 £ (6.1 ) (15.9 )% £ 32.0 £ 37.6 £ (5.6 ) (14.9 )% Inspired MSA and Bingo Revenue per Gaming Machine per week £ 94.6 £ 98.3 £ (3.7 ) (3.8 )% £ 93.1 £ 93.8 £ (0.7 ) (0.7 )% Inspired Other Revenue per Machine per week £ 23.6 £ 19.4 £ 4.2 21.6 % £ 23.8 £ 19.8 £ 4.0 20.2 % Total Holiday Parks Revenue (Gaming and Non Gaming) (£’m) £ 10.4 £ 9.8 £ 0.6 6.1 % £ 13.5 £ 12.7 £ 0.8 6.3 % (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 Period ended Variance For the Six-Month Period ended Variance (In millions) June 30, June 30, 2024 vs 2023 June 30, June 30, 2024 vs 2023 2024 2023 Variance Attributable to Currency Movement Variance on a Functional currency basis Total Functional Currency Variance % Total Reported Variance % 2024 2023 Variance Attributable to Currency Movement Variance on a Functional currency basis Total Functional Currency Variance % Total Reported Variance % Revenue: Service $ 26.8 $ 25.9 $ 0.2 $ 0.7 3 % 3 % $ 44.8 $ 42.5 $ 1.0 $ 1.3 3 % 5 % Product 0.6 0.6 - - 0 % 0 % 1.2 1.1 - 0.1 9 % 9 % Total revenue 27.4 26.5 0.2 0.7 3 % 3 % 46.0 43.6 1.0 1.4 3 % 6 % Cost of Sales, excluding depreciation and amortization: Cost of Service (13.3 ) (13.2 ) (0.1 ) - 0 % 1 % (22.4 ) (21.6 ) (0.5 ) (0.3 ) 1 % 4 % Cost of Product (0.2 ) - - (0.2 ) 100 % 100 % (0.4 ) (0.9 ) 0.1 0.4 (44 )% (56 )% Total cost of sales (13.5 ) (13.2 ) (0.1 ) (0.2 ) 2 % 2 % (22.8 ) (22.5 ) (0.4 ) 0.1 (1 )% (1 )% Selling, general and administrative expenses (7.8 ) (6.8 ) (0.2 ) (0.8 ) 12 % 15 % (15.3 ) (13.7 ) (0.5 ) (1.1 ) 9 % 12 % Stock-based compensation (0.1 ) (0.4 ) - 0.3 (75 )% (75 )% (0.2 ) (0.5 ) - 0.3 (60 )% (60 )% Depreciation and amortization (3.0 ) (3.0 ) - - 0 % - (6.0 ) (6.1 ) (0.2 ) 0.3 (5 )% (2 )% Net operating Income $ 3.0 $ 3.1 $ (0.1 ) $ - 0 % (3 )% $ 1.7 $ 0.8 $ (0.1 ) $ 1.0 125 % 113 % Exchange Rate - $ to £ 1.26 1.25 1.27 1.24 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. 31 Leisure Revenue For the three and six-month periods ended June 30, 2024, revenue increased by $0.7 million and $1.4 million, respectively. These increases were primarily due to increased service revenue of $0.7 million and $1.3 million, respectively, predominately due to the increase in Holiday Parks of $0.7 million and $1.0 million driven by the increased revenues in Holiday Parks due to the addition of a new site as well as growth in existing sites. Leisure Operating Income Operating income for the three-month period ended June 30, 2024, was flat and six-month period ended June 30, 2024, increased by $1.0 million. This was primarily due to the increases in gross margin partially offset by increases in SG&A expenses of $0.8 million and $1.2 million for the three and six-month periods, respectively, driven by the increase in seasonal staff, the increase in national living wage and salary increases, along with reduced technology labor capitalization. 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. 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. 32 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, 2024 For the Three-Month Period ended For the Six-Month Period ended June 30, June 30, (In millions) 2024 2024 Total Gaming Virtual Sports Interactive Leisure Corporate Total Gaming Virtual Sports Interactive Leisure Corporate Net Income/ (loss) $ 2.0 $ 6.4 $ 7.0 $ 4.8 $ 3.0 $ (19.2 ) $ (3.7 ) $ 9.2 $ 16.4 $ 7.9 $ 1.7 $ (38.9 ) Items Relating to Legacy Activities: Pension charges (1) 0.3 0.3 0.6 0.6 Items outside the normal course of business: Costs of group restructure (2) 0.8 0.3 0.5 0.9 0.3 0.6 Costs of group restatement (3) 2.8 2.8 7.8 7.8 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) 10.6 3.4 2.5 1.2 3.0 0.5 20.5 7.7 3.4 2.4 6.0 1.0 Interest expense net (4) 6.7 6.7 13.3 13.3 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 $ 25.5 $ 10.3 $ 9.6 $ 6.1 $ 6.1 $ (6.6 ) $ 41.7 $ 17.6 $ 20.0 $ 10.5 $ 7.9 $ (14.3 ) Adjusted EBITDA £ 20.2 £ 8.1 £ 7.7 £ 4.8 £ 4.9 £ (5.3 ) £ 32.8 £ 14.0 £ 15.6 £ 8.2 £ 6.3 £ (11.3 ) Exchange Rate - $ to £ (5) 1.26 1.27 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. 33 Reconciliation to Adjusted EBITDA by segment for the Three and Six Months ended June 30, 2023 For the Three-Month Period ended For the Six-Month Period ended June 30, June 30, (In millions) 2023 2023 Total Gaming Virtual Sports Interactive Leisure Corporate Total Gaming Virtual Sports Interactive Leisure Corporate Net Income/ (loss) $ 5.6 $ 6.2 $ 12.1 $ 2.5 $ 3.1 $ (18.3 ) $ 4.2 $ 11.1 $ 23.8 $ 4.8 $ 0.8 $ (36.3 ) Items Relating to Legacy Activities: Pension charges (1) 0.2 0.2 0.4 0.4 Items outside the normal course of business: Cost of Group Restructure (2) - - - 3.0 3.0 Stock-based compensation expense (4) 3.1 0.4 0.2 0.1 0.4 2.0 6.0 0.7 0.4 0.3 0.5 4.1 Depreciation and amortization (4) 10.1 4.6 0.8 1.0 3.0 0.7 19.5 9.1 1.6 1.6 6.1 1.1 Interest expense net (4) 7.3 7.3 13.6 13.6 Other finance expenses / (income) (4) (0.1 ) (0.1 ) (0.2 ) (0.2 ) Income tax (4) 1.0 1.0 0.8 0.8 Adjusted EBITDA $ 27.2 $ 11.2 $ 13.1 $ 3.6 $ 6.5 $ (7.2 ) $ 47.3 $ 20.9 $ 25.8 $ 6.7 $ 7.4 $ (13.5 ) Adjusted EBITDA £ 21.8 £ 8.9 £ 10.5 £ 2.9 £ 5.1 £ (5.6 ) £ 38.4 £ 16.9 £ 20.9 £ 5.4 £ 5.9 £ (10.7 ) Exchange Rate - $ to £ (5) 1.24 1.23 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 associated with the restatement of the 2020, 2021 and 2022 annual accounts and the 2023 Q1 and Q2 interim accounts. To qualify as being 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. 34 Reconciliation to Adjusted Revenue We believe that accounting for low margin hardware sales in conformance with U.S. GAAP can result in a distorted presentation of our revenue and growth. Therefore, we use Revenue Excluding Low Margin Sales, or Adjusted Revenue, to internally analyze our operating performance. A reconciliation from revenue, as shown in our Consolidated Statements of Operations and Comprehensive Loss included elsewhere in this report, to Adjusted Revenue is shown below. For the Three-Month Period ended For the Six-Month Period ended June 30, June 30, June 30, June 30, (In millions) 2024 2023 2024 2023 Net revenues $ 75.6 $ 79.4 $ 138.7 $ 144.3 Less Low Margin Gaming Sales - (4.4 ) - (4.4 ) Adjusted Revenue $ 75.6 $ 75.0 $ 138.7 $ 139.9 Adjusted Revenue £ 59.8 £ 59.9 £ 109.6 £ 113.4 Exchange Rate - $ to £ 1.26 1.25 1.27 1.23 Liquidity and Capital Resources Six Months ended June 30, 2024, compared to Six Months ended June 30, 2023 Six Months ended Variance (in millions) June 30, June 30, 2024 2023 2024 to 2023 Net (loss) income $ (3.7 ) $ 4.2 $ (7.9 ) Amortization of debt fees 0.6 1.0 (0.4 ) Change in fair value of derivative liabilities and stock-based compensation expense 3.9 6.3 (2.4 ) Depreciation and amortization (incl right of use assets) 22.5 21.4 1.1 Contract cost additions (5.7 ) (5.2 ) (0.5 ) Other net cash (utilized) generated by operating activities (19.7 ) 4.8 (24.5 ) Net cash (used) provided by operating activities (2.1 ) 32.5 (34.6 ) Net cash used in investing activities (13.5 ) (16.0 ) 2.5 Net cash used by financing activities (0.5 ) (0.8 ) 0.3 Effect of exchange rates on cash (0.4 ) 1.4 (1.8 ) Net (decrease)/increase in cash and cash equivalents $ (16.5 ) $ 17.1 $ (33.6 ) Net cash provided by operating activities For the six months ended June 30, 2024, net cash provided by operating activities was a $2.1 million outflow, compared to a $32.5 million inflow for the six months ended June 30, 2023, representing a $34.6 million decrease in cash generation from operating activities. This decrease was driven primarily through the previous year benefiting from favorable receipts due to the timing of invoicing for Vantage terminal rollout for several key customers. Change in fair value of derivative liabilities and stock-based compensation expense decreased by $2.4 million to $3.9 million due to a $2.1 million reduction in the stock-based compensation expense and a $0.3 million reduction in the recycling of the terminated currency swaps which ended on September 30, 2023. Depreciation and amortization increased by $1.1 million, to $22.5 million, with increases of $1.1 million for intangible assets and $0.9 million for contract costs partly offset by a $0.5 million reduction in machine depreciation and a $0.4 million reduction in software development amortization. Contract cost additions increased by $0.5 million to $5.7 million for the six months ended June 30,2024 compared to the six months ended June 30, 2023. Other net cash (utilized)/generated by operating activities decreased by $24.5 million, to a $19.7 million outflow. The relative movements between the six months ended June 30, 2024 and the six months ended June 30, 2023 resulted in adverse movements in deferred revenue and tax of $23.0 million and $4.6 million respectively due to invoice timing in the prior year, accounts payable $10.1 million due to differing production levels and accounts receivable $4.8 million. These were partly offset by a favorable $16.4 million inventory movement due to the large increase in the prior year for Vantage machine production and a $2.5 million movement in other debtors and prepayments. 35 Net cash used in investing activities Net cash utilized in investing activities decreased by $2.5 million, to $13.5 million during the six months ended June 30, 2024. This was driven by lower spend on plant, property and equipment of $1.3 million, lower capital software spend of $0.6million and the acquisition of Lot.to in 2023 for $0.6 million. Net cash used by financing activities During the six months ended June 30, 2024, net cash used by financing activities was $0.5 million relating to finance lease spend. During the six months ended June 30, 2023, net cash utilized by financing activities was $0.8 million, with $0.7 million of finance lease spend and $0.1 million on share repurchases. 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, 2024, we had liquidity consisting of $23.5 million in cash and cash equivalents and a further $6.3 million of undrawn revolver facility. This compares to $42.1 million of cash and cash equivalents as of June 30, 2023, with a further $25.4 million of revolver facilities undrawn. We had a working capital outflow of $19.8 million for the six months ended June 30, 2024, compared to a $4.8 million inflow for the six months ended June 30, 2023. 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, 2024, $6.4 million of our $23.5 million of cash and cash equivalents were held as operational floats within the machines. At June 30, 2023, $5.8 million of our $42.1 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 2025. Long Term and Other Debt (In millions) June 30, 2024 June 30, 2023 Cash held £ 18.6 $ 23.5 £ 33.1 $ 42.1 Revolver drawn (15.0 ) (19.0 ) - - Original principal senior debt (235.0 ) (297.1 ) (235.0 ) (298.8 ) Cash interest accrued (1.7 ) (2.1 ) (1.5 ) (1.9 ) Finance lease creditors (2.5 ) (3.1 ) (2.2 ) (2.8 ) Total £ (235.6 ) $ (297.8 ) £ (205.6 ) $ (261.4 ) Debt Covenants Under our debt facilities in place as of June 30, 2024, we are not subject to covenant testing on the Senior Secured Notes. We are, however, subject to covenant testing at the level of Inspired Entertainment Inc., the ultimate holding company, on our RCF which requires 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. Covenant testing at June 30, 2024 showed covenant compliance with a net leverage of 3.1x. The Indenture governing the Senior Secured Notes 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. There were no covenant violations in the periods ended June 30, 2024 or June 30, 2023. 36 Liens and Encumbrances As of June 30, 2024, our Senior Secured 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 has 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. Management has discretion as to whether to repurchase shares of the Company. There were no repurchases in the six months ended June 30, 2024. As of June 30, 2024 the Company has 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, 2024, 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 $ 46.8 $ 23.4 $ 23.4 $ - $ - Purchase of Vantage machines 24.6 24.6 - - - Financing activities Revolver repayment 19.9 19.9 - - - Senior bank debt - principal repayment 297.1 - 297.1 - - Finance lease payments 3.1 1.1 0.8 1.2 - Operating lease payments 15.5 5.2 3.7 4.2 2.4 Interest on non-utilisation fees 0.4 0.2 0.2 - - Total $ 407.4 $ 74.4 $ 325.2 $ 5.4 $ 2.4 Off-Balance Sheet Arrangements As of June 30, 2024, 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. 37 For a discussion of other recently issued accounting standards, and assessments as to their impacts on the Company, see Note 1 “Nature of Operations, Management’s Plans and Summary of Significant Accounting Policies” in the Notes to the Consolidated Financial Statements included in Part II, Item 8 of the Company’s Annual Report on Form 10-K for the year ended December 31, 2023 filed with the SEC on April 15, 2024 Revenue Application of GAAP related to the measurement and recognition of revenue requires us to make judgments and estimates. Specifically, complex arrangements with nonstandard terms and conditions may require significant contract interpretation to determine the appropriate accounting. The Company often enters into contracts with customers that consist of a combination of services and products that are accounted for as one or more distinct performance obligations. Management applies judgment in evaluating the contractual terms and conditions that impact the identification of performance obligations and the pattern of revenue recognition. For these arrangements that contain multiple promises, judgement is also required to determine the stand-alone selling price (“SSP”) for each distinct performance obligation. In instances where SSP is not directly observable, such as when we do not sell the product or service separately, we determine the SSP using information that may include market conditions, size of the customer, geography and other observable inputs or, as necessary, unobservable considerations such as historical experience, knowledge of our business and industry and our current or expected selling practices. Revenue recognition is also impacted by our ability to estimate variable consideration, including, for example, rebates, service-level penalties, and other incentive payments. We consider various factors when making these judgments, including a review of specific transactions, historical experience and market and economic conditions. Evaluations are conducted each quarter to assess the adequacy of the estimates. Other significant judgments include determining whether the Company is acting as the principal or the agent in a transaction. The Company recognized service and product revenue of $122.9 million and $15.8 million, respectively, for the six months ended June 30,2024. The Company’s revenue recognition policy, which requires significant judgments and estimates, is fully described in Note 1 “Nature of Operations, Management’s Plans and Summary of Significant Accounting Policies” in the Notes to Consolidated Financial Statements included in Part II, Item 8 of this report. Goodwill Impairment Assessment In accordance with ASC 350, Intangibles—Goodwill and Other, we allocate goodwill to reporting units based on the reporting unit expected to benefit from the business combination. We evaluate our reporting units on at least an annual basis and, if necessary, reassign goodwill upon reorganization using a relative fair value allocation approach. We determined that we have five reporting units: Virtual Sports, Interactive, Leisure, and two reporting units within our Gaming segment. As of June 30, 2024, total goodwill with the Virtual Sports, Interactive, and two Gaming reporting units is $44.4 million, $1.8 million, $9.2 million, and $2.9 million, respectively. There is no remaining goodwill within the Leisure reporting unit. Goodwill is tested for impairment at the reporting unit level (operating segment or one level below an operating segment) annually on the last day of our fiscal period or between annual tests if an event occurs or circumstances change that would more likely than not reduce the fair value of a reporting unit below its carrying value. These events or circumstances could include a significant change in the business climate, legal factors, operating performance indicators, competition, or sale or disposition of a significant portion of a reporting unit. Goodwill is reviewed for impairment using either a qualitative assessment or a quantitative one-step process. If we perform a qualitative assessment and determine that the fair value of a reporting unit more likely than not exceeds the carrying value, no further evaluation is necessary. For reporting units where we perform the quantitative test, we are required to compare the fair value of each reporting unit, which we primarily determine using an income approach based on the present value of discounted cash flows, to the respective carrying value, which includes goodwill. If the fair value of the reporting unit exceeds its carrying value, the goodwill is not considered impaired. If the carrying value is higher than the fair value, we recognize an impairment charge for the amount by which the carrying value exceeds the reporting unit’s estimated fair value. 38 Application of the goodwill impairment test requires judgment, including the identification of reporting units, assignment of assets and liabilities to reporting units, assignment of goodwill to reporting units, and determination of the fair value of each reporting unit. Performance of the qualitative goodwill assessment requires judgment in identifying and considering the significance of relevant key factors, events and circumstances that affect the fair value or carrying amount of the reporting units. Such events and circumstances that we have considered include macroeconomic conditions, industry specific and market considerations, and reporting unit-specific factors such as overall actual and projected financial performance, among other factors. We also considered the results from the most recent date that a fair value measurement was performed as a part of a quantitative goodwill assessment and specifically the cushion between each reporting unit’s fair value and carrying value. The estimates used to calculate the fair value of a reporting unit as a part of a quantitative goodwill assessment change from year to year based on operating results, market conditions, and other factors. Changes in these estimates and assumptions could materially affect the determination of fair value and goodwill impairment, if any, for each reporting unit. We performed our annual goodwill impairment test as of December 31, 2023 using a qualitative assessment for all of our reporting units. Based on the results of our qualitative impairment assessments, we concluded that it is more likely than not that the fair values of each of our reporting units substantially exceeded their respective carrying values and there were no reporting units requiring further assessment. Long-lived Assets and Finite-lived Intangible Assets We evaluate the recoverability of intangible assets and other long-lived assets with finite useful lives by comparing the carrying value of the asset group to the estimated undiscounted future cash flows that we expect the asset to generate if events or changes in circumstances indicate that these assets are not recoverable. If the asset group fails the recoverability test, an impairment loss is measured as the amount by which the carrying amount of the asset group exceeds its fair value. The fair value is determined using a discounted cash flow approach where projections of future cash flows generated by those assets are discounted using an estimated discount rate. Significant judgment is required to estimate the amount and timing of future cash flows and the relative risk of achieving those cash flows. We also make judgments about the remaining useful lives of intangible assets and other long-lived assets that have finite lives. While we believe our estimates of future operating results and projected cash flows are reasonable, any significant adverse changes in key assumptions (i.e., adverse change in the extent or manner in which an asset or asset group is being used or expectation that, more likely than not, an asset or asset group will be sold or otherwise disposed of before the end of its useful life) or adverse changes in economic and market conditions may cause a change in our evaluation of recoverability or our estimation of fair value and could result in an impairment charge that could be material to our financial statements. Any impairment loss shall be allocated to the long-lived assets of the group on a pro rata basis using the relative carrying amounts of those assets, except that the loss allocated to an individual long-lived asset of the group shall not reduce the carrying amount of that asset below its fair value. Management determined that there were no new indicators of impairment for the six months ended June 30, 2024 and 2023 and the Company concluded that there was no impairment of the Company’s intangible and long-lived assets as of June 30, 2024 and 2023. Software Development Costs Software development costs represent costs incurred to develop internal-use software, including software developed to deliver our cloud-based offerings to customers, as well as external-use software to be used in the products we sell, lease or license to customers. Such costs primarily consist of salaries and payroll related costs for employees and external contractors directly involved in the corresponding software development efforts. We determine the appropriate guidance to apply to software development costs on a project-by-project basis, based on the nature of the underlying software. Certain direct costs incurred to develop new internal-use software, as well as certain software enhancements that provide new functionality, are capitalized once the project has been approved by management and is in the application development stage. Costs incurred in the preliminary planning stage and the post implementation operational stage are expensed as incurred. Costs incurred in developing external-use software are expensed as incurred until technological feasibility has been established, after which costs are capitalized up to the date the software is available for general release to customers. Technological feasibility is established upon completion of a detailed program design or, in its absence, upon completion of a working model. The Company must apply judgement in determining the amount of software development costs that should be capitalized. Specifically, we must evaluate, on a project by project basis, whether the resultant product or platform will be completed and generate ongoing economic benefits, principally through revenue from our customers, which is subject to uncertainties. Once the software is substantially complete or available for general release, capitalized internal-use and external-use software costs are amortized on a straight-line basis over the estimated economic useful life of the software, which ranges from two to five years. There is judgement involved in estimating the useful life of developed software and the two-to-five-year period was determined based on factors such as the continuous development in the technology, obsolescence, and anticipated life of the service offering before significant upgrades. Management evaluates the useful lives of these assets on a recurring basis and tests for impairment whenever events or changes in circumstances occur that could impact the recoverability of these assets. 39 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 May 2021, the external borrowings of £235.0 million ($297.1 million) are provided at a fixed rate. Therefore, movements in rates such as LIBOR do not impact on the current borrowings and the only fluctuation that is expected to be reported will be that 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, 2024. Excluding intercompany balances, our Euro functional currency net assets total approximately $14.1 million, and our US Dollar functional currency net assets total approximately $6.4 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, 2024, would result in favorable translation adjustments of approximately $1.3 million and $0.6 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, 2024, were €6.3 million and $11.6 million, respectively. A hypothetical 10% adverse change in the value of the Euro and the US Dollar relative to GBP as of June 30, 2024, would result in translation adjustments of approximately $0.6 million favorable and $1.1 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 operational results unfavorably by approximately $0.1 million and would result in unfavorable translation adjustments of approximately $9.7 million, recorded in other comprehensive loss. For further information regarding the new external borrowings, see Note 13 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, 2024, due to the material weaknesses described in Item 9A of the Company’s Annual Report on Form 10-K for the year ended December 31, 2023, filed with the SEC on April 15, 2024. 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, 2024, 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 the 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) of 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. 40 PART II - OTHER INFORMATION ITEM 1. LEGAL PROCEEDINGS Securities Matters Arising From the Company’s Restated Financial Statements and Related Matters On March 12, 2024, the Company received a subpoena from the SEC seeking documents concerning, among other things, the Company’s recently restated financial statements. The Company intends to comply with the subpoena and is cooperating with the SEC’s inquiry. The Company cannot predict the ultimate outcome or timing of the SEC investigation, what if any actions may be taken by the SEC, or the effect that such actions may have on the business, prospects, operating results and financial condition. The resolution of the SEC investigation may result in substantial monetary penalties or settlement costs. However, at this time, Management believes that the ultimate outcome and timing of the SEC investigation remains uncertain and is not estimable given the broad range of potential outcomes. 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 are currently not material, there can be no assurance that matters arising in the ordinary course of business for which the Company is, or could be, involved in litigation, will not have an 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 Annual Report on Form 10-K for our fiscal year ended December 31, 2023, filed with the SEC on April 15, 2024. 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 None. 41 ITEM 6. EXHIBITS The following exhibits are filed as part of, or incorporated by reference into, this Quarterly Report on Form 10-Q: Exhibit Number Description 10.1# Letter Agreement, dated April 12, 2024, between Inspired Entertainment, Inc. and Marilyn Jentzen (incorporated herein by reference to Exhibit 10.19 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2023, filed with the SEC on April 15, 2024). 10.2#* Employment Agreement, dated February 8, 2024, by and between Inspired Gaming (UK) Limited and Simona Camilleri (commenced serving as General Counsel effective July 1, 2024). 31.1* Certification of Principal Executive Officer required by Rule 13a-14(a) or Rule 15d-14(a). 31.2* Certification of Principal Financial Officer required by Rule 13a-14(a) or Rule 15d-14(a). 32.1** Certification of Principal Executive Officer required by Rule 13a-14(b) or Rule 15d-14(b) and 18 U.S.C. 1350. 32.2** Certification of Principal Financial Officer required by Rule 13a-14(b) or Rule 15d-14(b) and 18 U.S.C. 1350. 101.INS* Inline XBRL Instance Document 101.SCH* Inline XBRL Taxonomy Extension Schema 101.CAL* Inline XBRL Taxonomy Extension Calculation Linkbase 101.DEF* Inline XBRL Taxonomy Extension Definition Linkbase 101.LAB* Inline XBRL Taxonomy Extension Label Linkbase 101.PRE* Inline XBRL Taxonomy Extension Presentation Linkbase 104 Cover Page Interactive Data File (embedded within the Inline XBRL document) # Indicates management contract or compensatory plan. * Filed herewith. ** Furnished herewith. 42 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 8, 2024 /s/ A. Lorne Weil Name: A. Lorne Weil Title: Executive Chairman (Principal Executive Officer) Date: August 8, 2024 /s/ Marilyn Jentzen Name: Marilyn Jentzen Title: Interim Chief Financial Officer (Principal Financial and Accounting Officer) 43