UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
10-Q
☒
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For
the quarterly period ended September 30, 2025
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 October 31, 2025, there were 26,926,868 shares of the Company’s common stock issued and outstanding.
TABLE
OF CONTENTS
PART
I.
FINANCIAL INFORMATION
1
ITEM
1.
FINANCIAL STATEMENTS (Unaudited)
1
Condensed Consolidated Balance Sheets
1
Condensed Consolidated Statements of Operations and Comprehensive (Loss) Income
2
Condensed Consolidated Statement of Stockholders’ Deficit
3
Condensed Consolidated Statements of Cash Flows
5
Notes to Condensed Consolidated Financial Statements
6
ITEM
2.
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
23
ITEM
3.
QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
47
ITEM
4.
CONTROLS AND PROCEDURES
47
PART
II.
OTHER INFORMATION
49
ITEM
1.
LEGAL PROCEEDINGS
49
ITEM
1A.
RISK FACTORS
49
ITEM
2.
UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
49
ITEM
3.
DEFAULTS UPON SENIOR SECURITIES
49
ITEM
4.
MINE SAFETY DISCLOSURES
49
ITEM
5.
OTHER INFORMATION
49
ITEM
6.
EXHIBITS
49
SIGNATURES
50
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 or taxation 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)
September 30,
2025
December 31,
2024
(Unaudited)
Assets
Current assets
Cash
$ 36.3
$ 29.3
Accounts receivable, net
43.3
65.4
Inventory
26.7
28.0
Prepaid expenses and other current assets
46.0
36.0
Corporate tax and other current taxes receivable
5.2
1.2
Current assets held-for-sale
40.9
—
Total current assets
198.4
159.9
Property and equipment, net
53.6
56.4
Software development costs, net
21.1
22.4
Other acquired intangible assets subject to amortization, net
15.6
16.1
Goodwill
62.1
57.8
Finance lease right of use asset
23.4
18.7
Operating lease right of use asset
9.3
16.2
Costs of obtaining and fulfilling customer contracts, net
15.2
11.0
Deferred tax
71.8
67.4
Other assets
15.3
12.5
Total assets
$ 485.8
$ 438.4
Liabilities and Stockholders’ Deficit
Current liabilities
Accounts payable and accrued expenses
$ 70.9
$ 53.7
Corporate tax and other current taxes payable
8.9
12.3
Deferred revenue, current
6.5
5.8
Operating lease liabilities
3.3
5.1
Current portion of long-term debt
—
18.8
Current portion of finance lease liabilities
4.9
4.4
Current liabilities held-for-sale
10.9
—
Other current liabilities
3.7
3.9
Total current liabilities
109.1
104.0
Long-term debt
344.4
292.2
Finance lease liabilities, net of current portion
16.2
18.6
Deferred revenue, net of current portion
16.6
12.8
Operating lease liabilities
7.0
11.7
Other long-term liabilities
1.5
2.4
Total liabilities
494.8
441.7
Commitments and contingencies
—
—
Stockholders’ deficit
Preferred stock; $ 0.0001 par value; 1,000,000 shares authorized, no shares issued and outstanding at September 30, 2025 and December 31, 2024, respectively.
—
—
Common stock; $ 0.0001 par value; 49,000,000 shares authorized; 26,920,506 shares and 26,581,972 shares issued and outstanding at September 30, 2025 and December 31, 2024, respectively
—
—
Additional paid in capital
394.5
389.9
Accumulated other comprehensive income
47.8
48.3
Accumulated deficit
( 451.3 )
( 441.5 )
Total stockholders’ deficit
( 9.0 )
( 3.3 )
Total liabilities and stockholders’ deficit
$ 485.8
$ 438.4
The
accompanying notes are an integral part of these unaudited condensed consolidated financial statements.
1
INSPIRED
ENTERTAINMENT, INC. AND SUBSIDIARIES
CONDENSED
CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE (LOSS) INCOME
(in
millions, except share and per share data)
(Unaudited)
2025
2024
2025
2024
Three Months Ended
September 30,
Nine Months Ended
September 30,
2025
2024
2025
2024
Revenue:
Service
$ 79.4
$ 72.9
$ 210.2
$ 193.9
Product sales
6.8
4.3
16.7
20.2
Total revenue
86.2
77.2
226.9
214.1
Cost of sales:
Cost of service (1)
( 22.0 )
( 20.7 )
( 58.2 )
( 55.6 )
Cost of product sales (1)
( 3.7 )
( 2.7 )
( 10.6 )
( 13.0 )
Cost of
product sales
( 3.7 )
( 2.7 )
( 10.6 )
( 13.0 )
Selling, general and administrative expenses
( 31.7 )
( 31.4 )
( 93.9 )
( 96.4 )
Depreciation and amortization
( 13.2 )
( 11.2 )
( 39.1 )
( 31.3 )
Impairment loss on property and equipment classified as held-for-sale
( 5.9 )
—
( 5.9 )
—
Net operating income
9.7
11.2
19.2
17.8
Other expense
Interest expense, net
( 12.5 )
( 7.5 )
( 26.6 )
( 20.7 )
Other finance income
0.2
0.1
0.6
0.3
Total other expense, net
( 12.3 )
( 7.4 )
( 26.0 )
( 20.4 )
Net (loss) income before income taxes
( 2.6 )
3.8
( 6.8 )
( 2.6 )
Income tax benefit (expense)
0.7
( 1.0 )
( 3.0 )
0.4
Net (loss) income
( 1.9 )
2.8
( 9.8 )
( 2.2 )
Other comprehensive (loss)/income:
Foreign currency translation gain (loss)
0.6
( 5.9 )
( 1.3 )
( 5.6 )
Reclassification of loss on pension plan to comprehensive income
0.3
0.3
0.8
0.9
Other comprehensive income (loss)
0.9
( 5.6 )
( 0.5 )
( 4.7 )
Comprehensive (loss) income
$ ( 1.0 )
$ ( 2.8 )
$ ( 10.3 )
$ ( 6.9 )
Net (loss) income per common share – basic
$ ( 0.07 )
$ 0.10
$ ( 0.34 )
$ ( 0.08 )
Net (loss) income per common share – diluted
$ ( 0.07 )
$ 0.10
$ ( 0.34 )
$ ( 0.08 )
Weighted average number of shares outstanding during the period – basic
29,094,787
28,496,801
29,049,634
28,524,762
Weighted average number of shares outstanding during the period – diluted
29,094,787
29,188,787
29,049,634
28,524,762
Supplemental disclosure of stock-based compensation expense
Stock-based compensation included in:
Selling, general and administrative expenses
$ ( 1.4 )
$ ( 1.8 )
$ ( 4.6 )
$ ( 5.7 )
(1)
Excluding
depreciation and amortization
The
accompanying notes are an integral part of these unaudited condensed consolidated financial statements.
2
INSPIRED
ENTERTAINMENT, INC. AND SUBSIDIARIES
CONDENSED
CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ DEFICIT
FOR
THE PERIOD JANUARY 1, 2025 TO SEPTEMBER 30, 2025
(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, 2025
26,581,972
$ —
$ 389.9
$ 48.3
$ ( 441.5 )
$ ( 3.3 )
Foreign currency translation adjustments
—
—
—
( 0.4 )
—
( 0.4 )
Reclassification of loss on pension plan to comprehensive income
—
—
—
0.2
—
0.2
Issuances under stock plans
322,860
—
—
—
—
—
Stock-based compensation expense
—
—
1.4
—
—
1.4
Net loss
—
—
—
—
( 0.1 )
( 0.1 )
Balance as of March 31, 2025
26,904,832
$ —
$ 391.3
$ 48.1
$ ( 441.6 )
$ ( 2.2 )
Foreign currency translation adjustments
—
—
—
( 1.5 )
—
( 1.5 )
Reclassification of loss on pension plan to comprehensive income
—
—
—
0.3
—
0.3
Issuances under stock plans
9,317
—
—
—
—
—
Stock-based compensation expense
—
—
1.7
—
—
1.7
Net loss
—
—
—
—
( 7.8 )
( 7.8 )
Balance as of June 30, 2025
26,914,149
$ —
$ 393.0
$ 46.9
$ ( 449.4 )
$ ( 9.5 )
Foreign currency translation adjustments
—
—
—
0.6
—
0.6
Reclassification of loss on pension plan to comprehensive income
—
—
—
0.3
—
0.3
Issuances under stock plans
6,357
—
—
—
—
—
Stock-based compensation expense
—
—
1.5
—
—
1.5
Net loss
—
—
—
—
( 1.9 )
( 1.9 )
Balance as of September 30, 2025
26,920,506
$ —
$ 394.5
$ 47.8
$ ( 451.3 )
$ ( 9.0 )
The
accompanying notes are an integral part of these unaudited condensed consolidated financial statements.
3
INSPIRED
ENTERTAINMENT, INC. AND SUBSIDIARIES
CONDENSED
CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ DEFICIT
FOR
THE PERIOD JANUARY 1, 2024 TO SEPTEMBER 30, 2024
(in
millions, except share data)
(Unaudited)
Common stock
Additional
paid in
Accumulated
other
comprehensive
Accumulated
Total
stockholders’
Shares
Amount
capital
income
deficit
deficit
Balance as of January 1, 2024
26,219,021
$ —
$ 386.1
$ 44.3
$ ( 506.3 )
$ ( 75.9 )
Foreign currency translation adjustments
—
—
—
0.5
—
0.5
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
—
—
—
—
( 6.4 )
( 6.4 )
Balance as of March 31, 2024
26,559,756
$ —
$ 387.3
$ 45.1
$ ( 512.7 )
$ ( 80.3 )
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
—
—
—
—
1.4
1.4
Balance as of June 30, 2024
26,571,308
$ —
$ 389.0
$ 45.2
$ ( 511.3 )
$ ( 77.1 )
Balance
26,571,308
$ —
$ 389.0
$ 45.2
$ ( 511.3 )
$ ( 77.1 )
Foreign currency translation adjustments
—
—
—
( 5.9 )
—
( 5.9 )
Reclassification of loss on pension plan to comprehensive income
—
—
—
0.3
—
0.3
Issuances under stock plans
3,496
—
—
—
—
—
Stock-based compensation expense
—
—
1.7
—
—
1.7
Net income
—
—
—
—
2.8
2.8
Net income (loss)
—
—
—
—
2.8
2.8
Balance as of September 30, 2024
26,574,804
$ —
$ 390.7
$ 39.6
$ ( 508.5 )
$ ( 78.2 )
Balance
26,574,804
$ —
$ 390.7
$ 39.6
$ ( 508.5 )
$ ( 78.2 )
The
accompanying notes are an integral part of these unaudited condensed consolidated financial statements.
4
INSPIRED
ENTERTAINMENT, INC. AND SUBSIDIARIES
CONDENSED
CONSOLIDATED STATEMENTS OF CASH FLOWS
(in
millions)
(Unaudited)
2025
2024
Nine Months Ended
September 30,
2025
2024
Cash flows from operating activities:
Net loss
$ ( 9.8 )
$ ( 2.2 )
Adjustments to reconcile net loss to net cash provided by operating activities:
Depreciation and amortization
32.3
31.3
Amortization of finance lease right of use asset
6.8
—
Amortization of operating lease right of use asset
3.2
3.3
Impairment loss on property and equipment classified as held-for-sale
5.9
—
Stock-based compensation expense
4.6
5.7
Amortization of deferred financing fees relating to senior debt
2.3
0.7
Deferred tax
( 2.8 )
—
Changes in assets and liabilities:
Accounts receivable
24.3
( 4.0 )
Inventory
( 0.9 )
2.3
Prepaid expenses and other assets
( 20.1 )
( 1.1 )
Corporate tax and other current taxes payable
( 7.6 )
( 4.0 )
Accounts payable and accrued expenses
15.9
( 7.8 )
Deferred revenue and customer prepayment
2.6
3.9
Operating lease liabilities
( 2.9 )
( 3.1 )
Pension contributions
( 0.9 )
( 1.1 )
Other long-term liabilities
( 2.1 )
0.9
Net cash provided by operating activities
50.8
24.8
Cash flows from investing activities:
Purchases of property and equipment
( 24.6 )
( 11.7 )
Purchases of capital software and internally developed costs
( 7.6 )
( 9.2 )
Contract cost expenditures
( 10.0 )
( 8.6 )
Net cash used in investing activities
( 42.2 )
( 29.5 )
Cash flows from financing activities:
Proceeds from long-term debt
365.7
—
Repayments of long-term and short-term debt
( 338.6 )
—
Debt fees incurred
( 18.8 )
—
Repayments of finance leases
( 4.9 )
( 0.4 )
Net cash provided by (used in) financing activities
3.4
( 0.4 )
Net increase in cash classified within assets held-for-sale
( 7.6 )
—
Effect of exchange rate changes on cash
2.6
1.6
Net increase (decrease) in cash
7.0
( 3.5 )
Cash, beginning of period
29.3
40.0
Cash, end of period
$ 36.3
$ 36.5
Components of cash and restricted cash
Cash
36.3
35.7
Restricted cash
—
0.8
Total cash and restricted cash, end of period
$ 36.3
$ 36.5
Supplemental cash flow disclosures
Cash paid during the period for interest
$ 17.3
$ 12.8
Cash paid during the period for income taxes
$ 9.4
$ 2.5
Cash paid during the period for operating leases
$ 6.1
$ 7.2
Supplemental disclosure of non-cash investing and financing activities
Lease liabilities arising from obtaining finance lease right of use assets
$ ( 1.3 )
$ —
Lease liabilities arising from obtaining operating lease right of use assets
$ ( 1.1 )
$ ( 6.4 )
Right of use property and equipment acquired through finance lease
$ 10.4
$ 21.9
Additional paid in capital from net settlement of RSUs
$ —
$ ( 0.8 )
The
accompanying notes are an integral part of these unaudited condensed consolidated financial statements.
5
INSPIRED
ENTERTAINMENT, INC. AND SUBSIDIARIES
NOTES
TO THE CONDENSED FINANCIAL STATEMENTS (UNAUDITED)
1.
Nature of Operations, Management’s Plans and Summary of Significant Accounting Policies
Company
Description and Nature of Operations
We
are a global gaming technology company, supplying content, platform, gaming terminals and other products and services to online and land-based
regulated lottery, betting and gaming operators worldwide through a broad range of distribution channels, predominantly on a business-to-business
basis. We provide end-to-end digital gaming solutions (i) on our own proprietary and secure network, which accommodates a wide range
of devices, including land-based gaming machine terminals, mobile devices and online computer applications and (ii) through third party
networks. Our content and other products can be found through the consumer-facing portals of our interactive and online virtuals customers
and, through our land-based customers, in licensed betting offices, adult gaming centers, pubs, bingo halls, airports, motorway service
areas and leisure parks.
Management
Liquidity Plans
As
of September 30, 2025, the Company’s cash on hand was $ 36.3 million, excluding cash classified within assets held-for-sale, and
the Company had working capital in addition to cash of $ 23.0 million, excluding working capital classified within held-for-sale assets
and liabilities. The Company recorded net losses of $ 9.8 million and $ 2.2 million for the nine months ended September 30, 2025 and September
30, 2024, respectively. Net losses included non-cash stock-based compensation of $ 4.6 million and $ 5.7 million for the nine months ended
September 30, 2025 and September 30, 2024, 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 provided by operations
amounted to $ 50.8 million and $ 24.8 million for the nine months ended September 30, 2025 and September 30, 2024, 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 November 2026.
Basis
of Presentation
The
accompanying unaudited interim condensed consolidated financial statements have been prepared in accordance with accounting principles
generally accepted in the United States of America (“U.S. GAAP”) for interim financial information and pursuant to the instructions
to Form 10-Q and Article 8 of Regulation S-X of the SEC. Certain information
or footnote disclosures normally included in financial statements prepared in accordance with U.S. GAAP have been condensed or omitted,
pursuant to the rules and regulations of the SEC for interim financial reporting. Accordingly, they do not include all the information
and footnotes necessary for a comprehensive presentation of financial position, results of operations, or cash flows. It is management’s
opinion, however, that the accompanying unaudited interim condensed consolidated financial statements include all adjustments, consisting
of a normal recurring nature, which are necessary for a fair presentation of the financial position, operating results and cash flows
for the periods presented.
The
accompanying unaudited interim condensed consolidated financial statements should be read in conjunction with the Company’s consolidated
financial statements and notes thereto for the year ended December 31, 2024. The financial information as of December 31, 2024 is derived
from the audited consolidated financial statements presented in the Company’s Annual Report on Form 10-K for the year ended December
31, 2024 filed with the SEC on March 26, 2025 (the “2024 Form 10-K”). The financial information for the three and nine months
ended September 30, 2024 is derived from the unaudited consolidated financial statements presented in the Company’s Quarterly Report
on Form 10-Q for the three and nine months ended September 30, 2024 filed with the SEC on November 7, 2024, as revised (see note 20 to
these financial statements for details of the revision). The interim results for the three and nine months ended September 30, 2025 are
not necessarily indicative of the results to be expected for the year ending December 31, 2025 or for any future interim or annual periods.
6
2.
Assets and Liabilities Classified as Held-for-Sale
During
the third quarter of 2025, the Company entered into a definitive agreement relating to the sale of the Company’s UK holiday
parks business and certain associated leisure assets, subject to customary adjustments and closing conditions. The sale will be
effected by disposal of 100% of the share capital of the Company’s wholly owned subsidiary, Indigo Newco Limited. Sales
proceeds will be approximately $ 29.0
million (translated at September 30, 2025 GBP to USD rates), plus working capital adjustments.
The
Company determined the disposal group met the criteria for classification as held-for-sale under ASC 360-10-45-9 as of August 27,
2025 when the Sale and Purchase Agreement (“the SPA”) was signed. The transaction is anticipated to close in the fourth
quarter of 2025, subject to standard required regulatory approvals and other customary closing conditions.
At
the time of classification of held-for-sale, the Company ceased depreciation of the assets within the disposal group. The disposal was
measured at the lower of the carrying value or fair value less costs to sell. As such, an impairment loss on classification as held for
sale of $ 5.9 million has been recognized as part of net operating income during the three and nine months ended September 30, 2025.
As the fair value measurement
is non-recurring, it is subject to the fair value disclosure requirements of ASC 820. The measurement is based on an observable transaction
price within the SPA in an executed third-party agreement (market approach), adjusted for incremental costs to sell, which is considered
to be a Level 2 input.
The
business and assets to be disposed of are currently reported in the Company’s Leisure segment. The results of operations of
the Leisure segment are not presented as discontinued operations. Considering the guidance in ASC 205-20, the disposal does not
represent a strategic shift that will have a major effect on the Company’s operations and financial results. In line with ASC
205-20-45-1C, the disposal does not result in the exit from a major geographical area, a major line of business, a major equity
investment or a major part of the entity (considering quantitative and qualitative factors).
Carrying
amounts of major classes of assets, in the disposal group, classified as held-for-sale at September 30, 2025 are as follows:
Schedule
of Major Class of Assets in Disposal Group Classified as Held-for-Sale
(in millions)
Cash
$ 7.6
Accounts receivable, net
2.2
Inventory
4.5
Prepaid expenses and other current assets
4.2
Property and equipment, net
18.8
Operating lease right of use asset
5.9
Deferred tax
3.6
Total assets
46.8
Less: impairment loss on property and equipment classified as held for sale
( 5.9 )
Total
$ 40.9
7
Carrying
amounts of major classes of liabilities, in the disposal group, classified as held-for-sale at September 30, 2025 are as follows:
Schedule
of Major Class of Liabilities in Disposal Group Classified as Held-for-Sale
(in millions)
Accounts payable and accrued expenses
$ 4.1
Corporate tax and other current taxes payable
0.5
Operating lease liabilities
5.9
Other liabilities
0.4
Total
$ 10.9
A
write-down loss on classification as held-for-sale of $ 5.9 million has been recognized as part of net operating income during the three
and nine months ended September 30, 2025.
3.
Allowance for Credit Losses
Changes
in the allowance for credit losses are as follows:
Schedule
of Changes in Allowance for Credit Losses
September 30,
2025
December 31,
2024
(in millions)
Beginning balance
$ ( 1.0 )
$ ( 1.1 )
Additional allowance for credit losses
—
( 0.1 )
Write offs
—
0.2
Foreign currency translation adjustments
—
—
Ending balance
$ ( 1.0 )
$ ( 1.0 )
4.
Inventory
Inventory
consists of the following:
Schedule
of Inventory
September 30,
2025
December 31,
2024
(in millions)
Component parts
$ 11.2
$ 12.3
Work in progress
—
0.5
Finished goods
15.5
15.2
Total inventories
$ 26.7
$ 28.0
Component
parts include parts for gaming terminals. Our finished goods inventory primarily consists of gaming terminals which are ready for sale.
5.
Prepaid Expenses and Other Assets
Prepaid
expenses and other assets consist of the following:
Schedule
of Prepaid Expenses and Other Assets
September 30,
2025
December 31,
2024
(in millions)
Prepaid expenses and other assets
$ 17.1
$ 10.0
Unbilled accounts receivable
28.9
26.0
Total prepaid expenses and other assets
$ 46.0
$ 36.0
8
6.
Accounts Payable and Accrued Expenses
Accounts
payable and accrued expenses consist of the following:
Schedule of Accounts Payable and Accrued Expenses
September 30,
2025
December 31,
2024
(in millions)
Accounts payable
$ 41.7
$ 29.3
Interest payable
11.6
2.3
Payroll and related costs
4.9
5.7
Other creditors
12.7
16.4
Total accounts payable
and accrued expenses
$ 70.9
$ 53.7
7.
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 September 30, 2025
$ 38.3
$ 28.9
$ 0.7
$ ( 23.1 )
$ ( 3.4 )
At December 31, 2024
$ 61.5
$ 26.0
$ 0.6
$ ( 18.6 )
$ ( 3.9 )
Revenue
recognized that was included in the deferred income balance at the beginning of the periods amounted to $ 4.9 million and $ 2.1 million
for the nine months ended September 30, 2025 and 2024, respectively.
For
the periods ended September 30, 2025 and 2024 respectively, there was 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
September 30, 2025, in respect of contracts exceeding one year duration , t he aggregate amount of the transaction price allocated
to the performance obligations which are unsatisfied (or partially unsatisfied) at the end of the reporting period was approximately
$ 131.6 million. Of this amount, we expect to recognize as revenue approximately 9 % through December 31, 2025, approximately 53 % through
December 31, 2027, and the remaining 38 % through December 31, 2031.
9
8.
Long Term and Other Debt
Issuance
of Long-Term Debt - Series B Notes
On
June 4, 2025, Inspired Entertainment (Financing) plc (the “Issuer”), a wholly owned (indirect) subsidiary of the Company,
together with certain subsidiaries of the Company entered into a Senior Notes Purchase Agreement (the “Notes Purchase Agreement”)
with (among others) Global Loan Agency Services Limited (the “Agent”) as the agent, GLAS Trust Corporation Limited (the “Security
Agent”) as the security agent, and Barclays Bank plc, HG Vora Special Opportunities Master Fund, Ltd., BSE Investments, Ltd. and
HG Vora Opportunistic Capital Master Fund III A LP as the original noteholders. On September 30, 2025, a number of documents comprising
Inspired Guarantor Accession Documents were signed following local law advice, such that the following entities are now guarantors under
the Notes Purchase Agreement, being DMWSL 631 Limited, Inspired Entertainment (Financing) PLC, Inspired Entertainment Lotteries LLC,
Inspired Gaming (USA) Inc., Gaming Acquisitions Limited, Inspired Gaming (UK) Limited, Inspired Gaming (Greece) Limited, and Inspired
Gaming (Gibraltar) Limited.
Pursuant
to the Notes Purchase Agreement, the Issuer issued £ 270.0 million ($ 363.5 million, as translated at September 30, 2025) aggregate
principal amount of Series B Notes (the “Senior Notes”) on June 9, 2025 (the “Closing Date”). The Senior Notes
are initially guaranteed by the Issuer and certain other subsidiaries of the Company (the “Guarantors”). The terms of the
Senior Notes and related guarantees are governed by the Notes Purchase Agreement.
Subject
to compliance with customary conditions, the Notes Purchase Agreement allows us to incur additional senior secured indebtedness in the
amounts permitted under the Senior Notes, either as a new series of notes or as an additional sub tranche or increase of the Senior Notes.
The
proceeds from the offering of Senior Notes were used to refinance the previously existing £ 235.0 million ($ 316.4 million) senior
secured notes due June 1, 2026 (the “Prior Notes”) and £ 15.0 million ($ 20.2 million) loans outstanding under the prior
revolving credit agreement (the “Prior RCF”) and accrued interest and/or fees, in each case (and any related fees, costs
and expenses). The Issuer intends to use the balance of the proceeds for general corporate purposes and/or working capital purposes.
The
following is a brief description of the Senior Notes.
Interest
and Maturity
The
Senior Notes bear interest at a rate per annum equal to the Sterling Overnight Index Average (“SONIA”) rate plus a
margin (based on the Company’s consolidated senior secured net leverage ratio) ranging from 5.50 % to 6.00 % per annum and mature
on June 9, 2030 (five years from the date of issuance). Interest is payable on the Senior Notes monthly, quarterly or semi-annually (as
selected by the Issuer) or by reference to any other period agreed with all the holders.
Ranking
The
Senior Notes and related guarantees are senior secured obligations of the Issuer and the Guarantors that (i) rank equally in right of
payment to any of the Issuer’s and the Guarantors’ existing and future indebtedness (except as otherwise described in this
paragraph); (ii) rank senior in right of payment with all of the Issuer’s and the Guarantor’s existing and future senior
subordinated indebtedness; (iii) are effectively junior in right of payment to all of the Issuer’s and the Guarantors’ existing
and future secured indebtedness that is secured by assets that do not secure the Notes and the guarantees thereof to the extent of the
value of the assets securing such indebtedness; and (iv) are structurally subordinated in right of payment to all existing and future
indebtedness and other liabilities of the Company’s subsidiaries that do not guarantee the Senior Notes (other than the Issuer).
Guarantees
The
Senior Notes are fully and unconditionally guaranteed on a senior secured first-priority basis by the Guarantors on a joint and several
basis.
Security
The
Senior Notes and related guarantees are secured, subject to certain permitted collateral liens, on a first-priority basis by certain
assets of the Guarantors.
10
Covenants
The
Notes Purchase Agreement contains incurrence covenants that limit the ability of the Company and its restricted subsidiaries to, among
other things, (i) incur or guarantee additional debt and issue certain preferred stock of restricted subsidiaries; (ii) create or incur
certain liens; (iii) make restricted payments, including dividends or distributions to the Company’s stockholders or repurchase
its stock; (iv) prepay or redeem subordinated debt; (v) make certain investments, including participating joint ventures; (vi) create
encumbrances or restrictions on the payment of dividends or other distributions by restricted subsidiaries; (vii) sell assets, or consolidate
or merge with or into other companies; (viii) sell or transfer all or substantially all of the Company’s assets or those of the
Company’s subsidiaries on a consolidated basis; and (ix) engage in certain transactions with affiliates. These covenants are subject
to exceptions and qualifications as set forth in the Notes Purchase Agreement.
The
Notes Purchase Agreement requires that the Company maintain a maximum consolidated senior secured net leverage ratio of 5.0x on the test
date for the relevant periods ending September 30, 2025, December 31, 2025, March 31, 2026, June 30, 2026, September 30, 2026, December
31, 2026 and March 31, 2027, stepping down to 4.75x on June 30, 2027 and each relevant period thereafter (the “Notes Financial
Covenant”). The Notes Financial Covenant is calculated as the ratio of consolidated senior secured net debt to consolidated pro
forma EBITDA (defined as consolidated net income after adding back certain items including (without limitation) interest expense, taxes,
depreciation and amortization expenses and exceptional or non-recurring costs and losses and after adjusting for certain projected savings
and synergies) for the 12-month period preceding the relevant quarterly testing date and is tested quarterly on a rolling basis. The
Notes Purchase Agreement does not include a minimum interest coverage ratio or other financial covenants. Covenant testing at September
30, 2025 showed covenant compliance with a net leverage of 2.83x.
Events
of Default
The
Notes Purchase Agreement provides for events of default (subject in certain cases to grace and cure periods) which include, among others,
non-payment of amounts when due, breach of covenants or other agreements in the Notes Purchase Agreement, misrepresentations, defaults
in payment of certain other indebtedness and certain events of insolvency, material litigation and a “going concern” qualification
by the auditors. Subject to certain exceptions, if an event of default occurs, the Agent or the holders of more than 50% of the Senior
Notes may declare the principal of, premium, if any, and accrued but unpaid interest on all of the Notes to be due and payable immediately.
Voluntary
Redemption
The
Issuer may redeem the Senior Notes, in whole or in part, at any time and from time to time prior to the first anniversary of issuance,
at a redemption price equal to 100 % of the principal amount thereof, plus a “make-whole” premium (the “Make Whole”)
as set forth in the Notes Purchase Agreement, plus accrued and unpaid interest (if any) up to, but excluding, the redemption date. The
Issuer may also redeem the Notes, in whole or in part, at any time and from time to time on or after the first anniversary of issuance
but prior to the second anniversary of issuance, at a redemption price equal to 100 % of the principal amount thereof, plus 1 % of the
principal amount redeemed (the “101” and, together with the Make Whole, “Call Protection”), plus accrued and
unpaid interest (if any) up to, but excluding, the redemption date. On or after the second anniversary of issuance, the Issuer may redeem
the Notes, in whole or in part, at any time and from time to time at a redemption price equal to 100 % of the principal amount thereof,
plus accrued and unpaid interest (if any) up to, but excluding, the redemption date
Mandatory
Redemption
If
a change of control occurs as specified in the Notes Purchase Agreement, the Issuer must offer to purchase the Notes, in cash, at a redemption
price equal to at 100 % of the principal amount thereof plus the applicable Call Protection plus accrued and unpaid interest (if any)
up to, but excluding, the redemption date. If the Company generates excess cashflow as specified in the Notes Purchase Agreement, the
Issuer must offer to apply an agreed percentage of such excess cash flow (subject to certain deductions and varying by reference to the
level of senior secured net leverage at such time) to purchase the Senior Notes, in cash, at a redemption price equal to at 100 % of the
principal amount thereof plus accrued and unpaid interest (if any) up to, but excluding, the redemption date. In addition, the Indenture
may require the Issuer to use excess proceeds from certain asset dispositions for an offer to purchase the Senior Notes at 100 % of the
principal amount thereof plus the applicable Call Protection (unless made in the first 12 months following issuance and not in an amount
exceeding £ 25.0 million ($ 33.7 million) and made in connection with certain planned disposals by the Company as set out in the
Notes Purchase Agreement) plus accrued and unpaid interest (if any) up to, but excluding, the redemption date.
11
Revolving
Credit Facility
In
connection with the issuance of the Senior Notes, the Issuer, together with certain subsidiaries of the Company, entered into a Senior
Facilities Agreement (the “SFA”) on June 4, 2025, with the Agent, the Security Agent and Barclays Bank plc as original lender
(the “Lender”), pursuant to which the Lender agreed to provide, subject to certain conditions, a secured revolving facility
(the “RCF”) in an original principal amount of £ 17.8 million ($ 24.0 million) under which, as of the Closing Date, the
Issuer is able to draw funds. The RCF will terminate on December 9, 2029 (54 months from the Closing Date).
Subject
to compliance with customary conditions, the SFA allows certain members of the Group to incur additional senior secured, second lien
and unsecured indebtedness in the amounts permitted under the Senior Notes, either as a new facility or as an additional sub tranche
or increase of the RCF.
Proceeds
from the RCF, if drawn, may be used towards financing and/or refinancing (directly or indirectly) the general corporate and/or working
capital purposes of the Company (including, without limitation, restructuring costs or charges and any acquisitions or investments).
The
funding of the RCF is subject to customary conditions set forth in the SFA, including documentary conditions precedent which are to be
satisfied on the Closing Date.
The
loans under the RCF bear interest at a rate per annum equal to (i) SONIA for borrowings in sterling, (ii) LIBOR for borrowings in dollars,
or (iii) EURIBOR for borrowings in Euro, as applicable, plus , in each case, a margin (based on the Company’s consolidated
senior secured net leverage ratio) ranging from 3.25 % to 3.75 % per annum. With respect to the RCF, a commitment fee of 35 % of the then
applicable margin is payable at any time on any unutilized portion of the RCF.
The
SFA contains various covenants (which include restrictions regarding the incurrence of liens, the incurrence of indebtedness by the Company’s
subsidiaries and fundamental changes, subject in each case to certain exceptions), representations, warranties, limitations and events
of default (which include non-payment, breach of obligations under the financing documents, cross default, insolvency and litigation)
customary for similar facilities and subject to customary carve-outs and grace periods. Following the occurrence of an event of default
which has not been waived or remedied, the Lenders who represent more than 50% of total commitments under the SFA may, subject to the
terms of an intercreditor agreement (which governs the relationship between the Lenders and the holders of the Senior Notes), instruct
the agent to (i) accelerate the RCF loans, (ii) instruct the security agent to enforce the transaction security and/or (iii) exercise
any other remedies available to the Lenders.
The
SFA requires that the Company maintain a maximum consolidated senior secured net leverage ratio of 5.50x on the test date for the relevant
periods ending September 30, 2025, December 31, 2025, March 31, 2026, June 30, 2026, September 30, 2026, December 31, 2026 and March
31, 2027, stepping down to 5.25x on June 30, 2027 and each relevant period thereafter (the “RCF Financial Covenant”). The
RCF Financial Covenant is calculated as the ratio of consolidated senior secured net debt to consolidated pro forma EBITDA (defined as
net loss excluding depreciation and amortization, interest expense, interest income and income tax expense) for the 12-month period preceding
the relevant quarterly testing date and is tested quarterly on a rolling basis. The SFA does not include a minimum interest coverage
ratio or other financial covenants. Covenant testing at September 30, 2025 showed covenant compliance with a net leverage of 2.83x.
The
outstanding principal amount of each advance under the RCF is payable on the last day of the interest period relating to such advance,
unless such advance is rolled over on a cashless basis in accordance with customary rollover provisions contained in the SFA, with a
final repayment on December 9, 2029.
In
the event that a Lender breaches its obligations under the SFA, otherwise repudiates or rescinds the SFA or any other finance document
or is subject to an insolvency event, the Issuer is entitled to prepay the amounts owed to such Lender, cancel its undrawn commitments
and replace it with another financial institution of the Company’s choosing who is willing to join the SFA as a Lender. Subject
to the foregoing, recourse against the Lenders by the Company or its subsidiaries that are party to the SFA would, absent fraud or other
criminal behavior, generally be limited to remedies for breach of contract.
12
Termination
of Prior Financing
The
Company’s previous debt consisted of £ 235.0 million ($ 316.4 million) of Senior Secured Notes which bore interest at a fixed
rate of 7.875 % and a Super Senior Revolving Credit Facility in a principal amount of £ 20.0 million ($ 26.9 million) which bore interest
at a rate per annum equal to (i) SONIA for borrowings in sterling, (ii) LIBOR (or, on and after December 31, 2021, SOFR) for borrowings
in US Dollars, or (iii) EURIBOR for borrowings in Euro, as applicable, plus, in each case, a margin (based on the Company’s consolidated
senior secured net leverage ratio) ranging from 4.25 % to 4.75 % per annum.
In
connection with the entry into each of the Notes Purchase Agreement and the SFA, on June 9, 2025, (i) the Issuer redeemed the Prior Notes
and terminated the indenture dated May 20, 2021 pursuant to which the Prior Notes had been issued, and (ii) the Issuer prepaid in full
all outstanding loans under the Prior RCF and terminated the Super Senior Revolving Credit Facilities Agreement dated May 20, 2021.
The
termination of the prior financing is considered to be a non-substantial modification, in accordance with Topic 470-50. Fees directly
associated with the modified Senior Debt amounting to $ 18.1 million were capitalized and will be amortized over the term of the new Senior
Debt, along with the existing $ 1.6 million unamortized debt issuance costs of the old Senior Debt. $ 0.9 million of fees associated with
the new RCF were capitalized and will be amortized over the term of the new RCF, along with the existing $ 0.1 million unamortized fees
attributable to the Prior RCF. Fees paid to third parties of $ 2.3 million related to the new Senior Debt were expensed as incurred into
Selling, General and Administrative fees.
Outstanding
Debt and Finance Leases
The
following reflects outstanding debt and finance leases as of the dates indicated below:
Schedule
of Outstanding Debt and Finance Leases
Principal
Unamortized
deferred
financing
charge
Book value,
September 30,
2025
(in millions)
Senior debt
$ 363.5
$ ( 19.1 )
$ 344.4
Finance lease liabilities
21.1
—
21.1
Total long-term debt outstanding
384.6
( 19.1 )
365.5
Less: current portion of long-term debt
( 4.9 )
—
( 4.9 )
Long-term debt, excluding current portion
$ 379.7
$ ( 19.1 )
$ 360.6
Principal
Unamortized
deferred
financing
charge
Book value,
December 31,
2024
(in millions)
Senior debt
$ 313.2
$ ( 2.2 )
$ 311.0
Finance lease liabilities
23.0
—
23.0
Total long-term debt outstanding
336.2
( 2.2 )
334.0
Less: current portion of long-term debt
( 23.2 )
—
( 23.2 )
Long-term debt, excluding current portion
$ 313.0
$ ( 2.2 )
$ 310.8
The
Company is in compliance with all relevant financial covenants and the long-term debt portion is correctly classified as such in line
with the underlying agreements.
13
Long
term debt as of September 30, 2025 matures as follows:
Schedule
of Maturities of Long-term Debt
Fiscal period:
Senior
bank debt
Finance
leases
Total
(in millions)
2025
$ —
$ 1.2
$ 1.2
2026
—
4.9
4.9
2027
—
5.5
5.5
2028
—
6.1
6.1
2029
—
3.4
3.4
2030
363.5
—
363.5
Total
$ 363.5
$ 21.1
$ 384.6
9.
Stock-Based Compensation
A
summary of the Company’s Restricted Stock Unit (“RSU”) activity during the nine months ended September 30, 2025 is
as follows:
Schedule
of Restricted Stock Unit Activity
Number of
Shares
Unvested Outstanding at January 1, 2025
786,551
Granted (1)
812,124
Forfeited
( 157,803 )
Vested
( 118,350 )
Unvested Outstanding at September 30, 2025
1,322,522
(1)
The
amount shown as “granted” includes 259,717 performance-based target RSUs for 2025 as to which the number that ultimately
vests would range from 0 % to 200 % of the target amount of RSUs (a maximum of 519,434 RSUs based on attainment of Adjusted EBITDA
targets for 2025). The amount shown also includes tranches covering an aggregate of 104,166 Adjusted EBITDA RSUs (subject to performance
criteria for 2025) which can be earned at up to 100 % of the target amount of RSUs; such tranches were part of sign-on awards of multiple
tranches approved in 2023 for our Executive Chairman and our Chief Executive Officer with respect to which the accounting grant date
for the 2025 tranches did not occur until the targets were set in February 2025.
The
Company issued a total of 338,534 shares during the nine months ended September 30, 2025, in connection with the Company’s equity-based
plans, which included an aggregate of 274,112 shares issued in connection with the net settlement of RSUs that vested during the prior
year (on December 31, 2024) and an aggregate of 36,968 shares subject to awards that vested between 2020 and 2023.
10.
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
Unrecognized
Pension
Benefit Costs
Accumulated
Other
Comprehensive
(Income)
(in millions)
Balance at January 1, 2025
$ ( 78.5 )
$ 30.2
$ ( 48.3 )
Change during the period
0.4
( 0.2 )
0.2
Balance at March 31, 2025
( 78.1 )
30.0
( 48.1 )
Change during the period
1.5
( 0.3 )
1.2
Balance at June 30, 2025
( 76.6 )
29.7
( 46.9 )
Change during the period
( 0.6 )
( 0.3 )
( 0.9 )
Balance at September 30, 2025
$ ( 77.2 )
$ 29.4
$ ( 47.8 )
Foreign
Currency
Translation
Adjustments
Unrecognized
Pension
Benefit Costs
Accumulated
Other
Comprehensive
(Income)
(in millions)
Balance at January 1, 2024
$ ( 78.1 )
$ 33.8
$ ( 44.3 )
Change during the period
( 0.5 )
( 0.3 )
( 0.8 )
Balance at March 31, 2024
( 78.6 )
33.5
( 45.1 )
Change during the period
0.2
( 0.3 )
( 0.1 )
Balance at June 30, 2024
( 78.4 )
33.2
( 45.2 )
Change during the period
5.9
( 0.3 )
5.6
Balance at September 30, 2024
$ ( 72.5 )
$ 32.9
$ ( 39.6 )
14
11.
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 contingently
issuable shares or because their inclusion would be anti-dilutive:
Schedule
of Anti-dilutive Securities Excluded from Computation of Earnings Per Share
2025
2024
2025
2024
Three Months Ended
September 30,
Nine Months Ended
September 30,
2025
2024
2025
2024
RSUs
1,322,522
574,465
1,322,522
1,566,994
The
following table reconciles the numerators and denominators of the basic and diluted EPS computations. There were no reconciling items
for the three and nine months ended September 30, 2025 or for the nine months ended September 30, 2024:
Schedule
of Numerators and Denominators of the Basic and Diluted EPS Computations
Three months ended September 30, 2024
Income (Numerator)
(in millions)
Shares (Denominator)
Per-Share Amount
Basic EPS
Income available to common stockholders
$ 2.8
28,496,801
$ 0.10
Effect of Dilutive Securities
RSUs
—
691,986
$ —
Diluted EPS
Income available to common stockholders
$ 2.8
$ 29,188,787
$ 0.10
15
The
calculation of Basic EPS includes the effects of 2,175,313 and 1,921,997 shares for the three and nine months ended September 30, 2025
and 2024, respectively, with respect to RSU awards that have vested but have not yet been issued.
12.
Other Finance Income (Expense)
Other
finance income (expense) consisted of the following for the three and nine months ended September 30, 2024 and 2023:
Schedule
of Other Finance Income
2025
2024
2025
2024
Three Months Ended
September 30,
Nine Months Ended
September 30,
2025
2024
2025
2024
(in millions)
(in millions)
Pension interest cost
$ ( 1.0 )
$ ( 0.9 )
$ ( 2.8 )
$ ( 2.7 )
Expected return on pension plan assets
1.2
1.0
3.4
3.0
Other finance income
$ 0.2
$ 0.1
$ 0.6
$ 0.3
13.
Income Taxes
The
effective income tax rate for the three months ended September 30, 2025 and 2024 was 25.5 % and 27.3 %, respectively, resulting in a $ 0.7
million benefit and a $ 1.0 million income tax expense, respectively. The effective income tax rate for the nine months ended September
30, 2025 and 2024 was ( 44.5 )% and 14.5 %, respectively, resulting in a $ 3.0 million income tax expense and a $ 0.4 million income tax benefit,
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.
In
the fourth quarter of 2024, the Company determined that, due to positive income generation in the United Kingdom in recent years leading
to a cumulative income position, and based on forecasted future taxable income, while considering expected permanent and temporary timing
tax differences, a significant portion of the valuation allowance against its deferred tax assets was no longer necessary. Consistent
with the position at December 31, 2024, the company maintains a valuation allowance related to capital loss carryovers in the United
Kingdom, state net operating losses unable to be utilized in the United States, and United States interest expected to be limited under
Section 163(j).
The
One Big Beautiful Bill Act (“OBBBA”) was signed into law on July 4, 2025. The OBBBA contains significant tax law changes
with various effective dates affecting business taxpayers. Among other provisions, the OBBBA permanently reverts the adjusted
taxable income calculation for the business interest expense limitation to an EBITDA-based formula. This modification allows for a
higher interest deduction in the calculation of Global Intangible Low-Taxed Income, which lowers the Company’s
income tax expense. The Company continues to evaluate the impact of the new legislation on the consolidated financial
statements.
16
14.
Related Parties
Macquarie
Corporate Holdings Pty Limited (UK Branch) (“Macquarie UK”) (an arranger and lending party under our previous RCF Agreement)
is an affiliate of MIHI LLC, which beneficially owned approximately 11.2 % of our common stock as of September 30, 2025. Macquarie UK
held 11 % of the loans outstanding under our previous RCF which was repaid on June 9, 2025 in connection with the entry into the new SFA.
Macquarie UK did not hold any of the Company’s outstanding debt as of September 30, 2025 and is not a lending party under the new
RCF. At December 31, 2024, Macquarie UK held $ 2.1 million of the total $ 18.8 million of previous RCF drawn. Interest expense payable
to Macquarie UK for the previous RCF for the three months ended September 30, 2024 (including non-utilization fees) amounted to $ 0.1
million, and for the nine months ended September 30, 2025 and 2024 (including non-utilization fees) amounted to $ 0.1 million and $ 0.2
million, respectively. 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 Company incurred consulting fees totaling
$ 37,500 for each of the three-month periods ended September 30, 2025 and 2024, and $ 112,500 for each of the nine-month periods ended
September 30, 2025 and 2024.
15.
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
2025
2024
2025
2024
Three Months Ended
September 30,
Nine Months Ended
September 30,
2025
2024
2025
2024
(in millions)
(in millions)
Interest receivable
$ 0.4
0.2
$ 1.0
0.5
Profit recognized at commencement date of sales type leases
2.0
0.7
4.1
2.0
Unvested outstanding
$ 2.4
$ 0.9
$ 5.1
$ 2.5
16.
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.
Purchase
commitments
At
September 30, 2025 the Company had commitments to purchase property and equipment amounting to $ 1.3 million.
17
17.
Pension Plan
We
operate a defined contribution plan in the US, and both defined benefit and defined contribution pension schemes in the UK. The defined
contribution scheme assets are held separately from those of the Company in independently administered funds.
Defined
Benefit Pension Scheme
The
defined benefit scheme has been closed to new entrants since April 1, 1999 and closed to future accruals for services rendered to the
Company for the entire financial statement periods presented. The Actuarial Valuation of the scheme as at March 31, 2024, which was finalized
in March 2025, determined that the statutory funding objective was not met, i.e., there were insufficient assets to cover the scheme’s
technical provisions and there was a funding shortfall.
A
recovery plan was put in place in March 2025 to eliminate the funding shortfall. The plan expects the shortfall to be eliminated by October
31, 2026.
The
following table presents the components of our net periodic pension cost:
Schedule
of Defined Benefit Plans
2025
2024
Nine Months Ended
September 30,
2025
2024
(in millions)
Components of net periodic pension cost:
Interest cost
$ 2.8
$ 2.7
Expected return on plan assets
( 3.4 )
( 3.0 )
Amortization of net loss
0.8
0.8
Net periodic cost
$ 0.2
$ 0.5
18.
Segment Reporting and Geographic Information
Operating
segments are identified as components of an enterprise for which separate and discrete financial information is available and is used
by the chief operating decision maker, or decision-making group, in making decisions on how to allocate resources and assess performance.
The Company’s chief decision-making group consists of the Executive Chairman, the Chief Executive Officer and the Chief Financial
Officer.
The
Company’s chief decision-making group uses measures of segment profit and loss to evaluate the performance areas of 1) Achievement
of revenue and gross margin; 2) Level of staff and non-staff expenses against budget; 3) Investment in capitalized software development;
and 4) Additional cash expenditures impacting working capital. The decision-making group uses the information to allocate financial resources
and drive operation decisions such as investing in new customers, products, geographies and refocusing commercial teams to drive new
sales, accelerating or delaying staffing or other selling, general and administrative expenditures and ensuring technology staff utilization
on new product development.
The
Company operates its business along four operating segments, which are segregated on the basis of revenue stream: Gaming, Virtual Sports,
Interactive and Leisure. The Company believes this method of segment reporting reflects both the way its business segments are managed
and the way the performance of each segment is evaluated.
Other
segment items consist of costs incurred in restructuring and restatement activities.
The
following tables present revenue, cost of sales, excluding depreciation and amortization, staff-related selling, general and administrative
expenses, non-staff related selling, general and administrative expenses, labor costs capitalized, depreciation and amortization, stock-based
compensation expense, other segment items, operating income/(loss), total assets and total capital and other long-lived asset expenditures
for the periods ended September 30, 2025 and September 30, 2024, respectively, by business segment. Certain unallocated corporate function
costs have not been allocated to the Company’s reportable operating segments because these costs are not allocable and to do so
would not be practical. Corporate function costs consist primarily of selling, general and administrative expenses, depreciation and
amortization, capital expenditures, right of use assets, cash, prepaid expenses and property and equipment and software development costs
relating to corporate/shared functions.
Segment
Information
Schedule
of Segment Reporting Information by Segment
Three
Months Ended September 30, 2025
Gaming
Virtual
Sports
Interactive
Leisure
Corporate
Functions
Total
(in millions)
Revenue:
Service
$ 20.8
$ 9.3
$ 15.1
34.2
$ —
$ 79.4
Product sales
6.3
—
—
0.5
—
6.8
Total revenue
27.1
9.3
15.1
34.7
—
86.2
Cost of sales, excluding depreciation and amortization:
Cost of service
( 4.9 )
( 0.6 )
( 0.8 )
( 15.7 )
—
( 22.0 )
Cost of product sales
( 3.4 )
—
—
( 0.3 )
—
( 3.7 )
Staff-related selling, general and administrative expenses
( 3.9 )
( 2.4 )
( 2.9 )
( 4.6 )
( 4.4 )
( 18.2 )
Non-staff related selling, general and administrative expenses
( 3.3 )
( 0.6 )
( 1.5 )
( 4.6 )
( 3.2 )
( 13.2 )
Labor costs capitalized
1.5
0.9
0.8
—
—
3.2
Stock-based compensation expense
( 0.2 )
( 0.1 )
( 0.2 )
—
( 0.9 )
( 1.4 )
Depreciation and amortization
( 5.8 )
( 1.6 )
( 1.9 )
( 3.3 )
( 0.6 )
( 13.2 )
Impairment loss on classification as held-for-sale
—
—
—
( 5.9 )
—
( 5.9 )
Other segment items
( 0.7 )
—
—
( 0.5 )
( 0.9 )
( 2.1 )
Segment operating income (loss)
6.4
4.9
8.6
( 0.2 )
( 10.0 )
9.7
Net operating income
$ 9.7
Total capital and other long-lived asset expenditures for the three months ended September 30, 2025
$ 4.0
$ 0.1
$ 0.3
$ 2.2
$ 1.4
$ 8.0
18
Three
Months Ended September 30, 2024
Gaming
Virtual
Sports
Interactive
Leisure
Corporate
Functions
Total
(in millions)
Revenue:
Service
$ 19.0
$ 11.2
$ 10.2
$ 32.5
$ —
$ 72.9
Product sales
3.5
—
—
0.8
—
4.3
Total revenue
22.5
11.2
10.2
33.3
—
77.2
Cost of sales, excluding depreciation and amortization:
Cost of service
( 4.8 )
( 0.5 )
( 0.5 )
( 14.9 )
—
( 20.7 )
Cost of product sales
( 2.3 )
—
—
( 0.4 )
—
( 2.7 )
Staff-related selling, general and administrative expenses
( 4.4 )
( 2.3 )
( 2.3 )
( 4.1 )
( 2.6 )
( 15.7 )
Non-staff related selling, general and administrative expenses
( 2.2 )
( 0.7 )
( 1.3 )
( 4.0 )
( 4.0 )
( 12.2 )
Labor costs capitalized
1.1
1.1
0.8
0.3
—
3.3
Stock-based compensation expense
( 0.1 )
( 0.1 )
( 0.1 )
( 0.2 )
( 1.3 )
( 1.8 )
Depreciation and amortization
( 4.9 )
( 1.3 )
( 1.3 )
( 3.1 )
( 0.6 )
( 11.2 )
Other segment items
( 1.2 )
—
—
—
( 3.8 )
( 5.0 )
Segment operating income (loss)
3.7
7.4
5.5
6.9
( 12.3 )
11.2
Net operating income
$ 11.2
Total capital and other long-lived intangible asset expenditures for the three months ended September 30, 2024
$ 1.7
$ 1.9
$ 0.7
$ 2.8
$ 1.3
$ 8.4
Nine
Months Ended September 30, 2025
Gaming
Virtual
Sports
Interactive
Leisure
Corporate
Functions
Total
(in millions)
Revenue:
Service
$ 61.0
$ 27.2
$ 40.8
81.2
$ —
$ 210.2
Product sales
15.0
—
—
1.7
—
16.7
Total revenue
76.0
27.2
40.8
82.9
—
226.9
Cost of sales, excluding depreciation and amortization:
Cost of service
( 16.0 )
( 1.8 )
( 2.2 )
( 38.2 )
—
( 58.2 )
Cost of product sales
( 9.8 )
—
—
( 0.8 )
—
( 10.6 )
Staff-related selling, general and administrative expenses
( 11.4 )
( 7.0 )
( 8.3 )
( 13.2 )
( 12.2 )
( 52.1 )
Non-staff related selling, general and administrative expenses
( 8.9 )
( 1.7 )
( 5.1 )
( 11.9 )
( 9.8 )
( 37.4 )
Labor costs capitalized
5.3
2.8
2.3
0.1
—
10.5
Stock-based compensation expense
( 0.7 )
( 0.3 )
( 0.5 )
( 0.3 )
( 2.8 )
( 4.6 )
Depreciation and amortization
( 17.3 )
( 4.8 )
( 4.2 )
( 10.6 )
( 2.2 )
( 39.1 )
Impairment loss on classification as held-for-sale
—
—
—
( 5.9 )
—
( 5.9 )
Other segment items
( 1.3 )
—
—
( 0.5 )
( 8.5 )
( 10.3 )
Segment operating income (loss)
15.9
14.4
22.8
1.6
( 35.5 )
19.2
Net operating income
$ 19.2
Total capital and other long-lived asset expenditures for the nine months ended September 30, 2025
$ 15.6
$ 1.8
$ 1.1
$ 6.1
$ 3.0
$ 27.6
19
Nine
Months Ended September 30, 2024
Gaming
Virtual
Sports
Interactive
Leisure
Corporate
Functions
Total
(in millions)
Revenue:
Service
$ 53.6
$ 35.3
$ 27.7
77.3
$ —
$ 193.9
Product sales
18.2
—
—
2.0
—
20.2
Total revenue
71.8
35.3
27.7
79.3
—
214.1
Cost of sales, excluding depreciation and amortization:
Cost of service
( 15.7 )
( 1.0 )
( 1.6 )
( 37.3 )
—
( 55.6 )
Cost of product sales
( 12.2 )
—
—
( 0.8 )
—
( 13.0 )
Staff-related selling, general and administrative expenses
( 13.6 )
( 6.8 )
( 6.4 )
( 12.5 )
( 8.5 )
( 47.8 )
Non-staff related selling, general and administrative expenses
( 7.5 )
( 2.0 )
( 4.0 )
( 11.4 )
( 12.4 )
( 37.3 )
Labor costs capitalized
2.9
3.3
1.7
0.8
—
8.7
Stock-based compensation expense
( 0.5 )
( 0.3 )
( 0.3 )
( 0.4 )
( 4.2 )
( 5.7 )
Depreciation and amortization
( 12.2 )
( 4.7 )
( 3.7 )
( 9.1 )
( 1.6 )
( 31.3 )
Other segment items
( 1.5 )
—
—
—
( 12.8 )
( 14.3 )
Segment operating income (loss)
11.5
23.8
13.4
8.6
( 39.5 )
17.8
Net operating income
$ 17.8
Total capital and other long-lived asset expenditures for the nine months ended September 30, 2024
$ 5.9
$ 7.9
$ 1.6
$ 10.3
$ 3.0
$ 28.7
Total capital and other long-lived asset expenditures
$ 5.9
$ 7.9
$ 1.6
$ 10.3
$ 3.0
$ 28.7
Geographic
Information
Geographic
information for revenue is set forth below:
Schedule of Geographic Information
2025
2024
2025
2024
Three Months Ended
September 30,
Nine Months Ended
September 30,
2025
2024
2025
2024
(in millions)
(in millions)
Total revenue
UK
$ 63.1
$ 59.7
$ 160.1
$ 161.9
USA
5.1
3.0
12.9
6.8
Greece
6.2
5.3
18.6
16.0
Rest of world
11.8
9.2
35.3
29.4
Total
$ 86.2
$ 77.2
$ 226.9
$ 214.1
Total revenue
$ 86.2
$ 77.2
$ 226.9
$ 214.1
20
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 and deferred tax is set forth below:
September
30,
2025
December
31,
2024
(in
millions)
UK
$
107.4
$
115.1
Greece
22.8
12.7
Rest
of world
23.3
25.5
Total
$
153.5
$
153.3
Total
non-current assets excluding goodwill
$
153.5
$
153.3
Software
development costs are included as attributable to the market in which they are utilized.
19.
Customer Concentration
During
the three months ended September 30, 2025 and September 30, 2024, no customers represented at least 10% of the Company’s revenue.
During
the nine months ended September 30, 2025 and September 30, 2024, no customers represented at least 10% of the Company’s revenue.
At
September 30, 2025, no customers represented at least 10% of the Company’s accounts receivable. At December 31, 2024, one customer
represented at least 10 % of the Company’s accounts receivable, accounting for approximately 16 % of the Company’s accounts
receivable.
20.
Revision of Previously Reported Information
In
connection with the preparation of the Company’s 2024 Form 10-K, the Company identified immaterial errors in its previously reported
financial statements for the periods ended March 31, 2024, June 30, 2024 and September 30, 2024 relating to the classification of leases
between operating and sales type.
In
accordance with Staff Accounting Bulletin (“SAB”) 99, Materiality, and SAB 108, Considering the Effects of Prior Year Misstatements
when Quantifying Misstatements in the Current Year Financial Statements, the Company evaluated the materiality of the errors from qualitative
and quantitative perspectives, and concluded that the errors were immaterial to any prior interim financial statements. Notwithstanding
this conclusion, management has revised the accompanying consolidated financial statements for the 2024 interim periods included in this
Form 10-Q, and related notes included herein to correct the errors. Management also reflected the corrections in the consolidated financial
statements for the 2024 year and related notes in the 2024 Form 10-K.
The
following tables present the effect of correcting this error on the Company’s previously issued financial statements.
Schedule
of Effect of Correcting this Error on Previously Issued Financial Statements
For
the 3 months ended September 30, 2024
As previously
reported
Adjustment
As revised
(in millions, except per share data)
Consolidated Statement of Operations
Revenue
$ 78.0
$ ( 0.8 )
$ 77.2
Depreciation and amortization
( 11.3 )
0.1
( 11.2 )
Net operating income
11.9
( 0.7 )
11.2
Interest expense, net
( 7.6 )
0.1
( 7.5 )
Total other expense, net
( 7.5 )
0.1
( 7.4 )
Net income before income taxes
4.4
( 0.6 )
3.8
Net income
3.4
( 0.6 )
2.8
Comprehensive loss
( 2.6 )
( 0.2 )
( 2.8 )
Net income per common share – basic
0.12
( 0.02 )
0.10
Net income per common share - diluted
0.12
( 0.02 )
0.10
21
For
the 9 months ended September 30, 2024
As previously
reported
Adjustment
As revised
(in millions, except per share data)
Consolidated Statement of Operations
Revenue
$ 216.7
$ ( 2.6 )
$ 214.1
Depreciation and amortization
( 31.8 )
0.5
( 31.3 )
Net operating income
19.9
( 2.1 )
17.8
Interest expense, net
( 20.9 )
0.2
( 20.7 )
Total other expense, net
( 20.6 )
0.2
( 20.4 )
Loss before income taxes
( 0.7 )
( 1.9 )
( 2.6 )
Net loss
( 0.3 )
( 1.9 )
( 2.2 )
Comprehensive loss
( 4.9 )
( 2.0 )
( 6.9 )
Net loss per common share – basic
( 0.01 )
( 0.07 )
( 0.08 )
Net loss per common share - diluted
( 0.01 )
( 0.07 )
( 0.08 )
As previously
reported
Adjustment
As revised
(in millions)
Consolidated Statement of Cashflows
Net loss
$ ( 0.3 )
$ ( 1.9 )
$ ( 2.2 )
Depreciation and amortization
31.8
( 0.5 )
31.3
Accounts receivable
( 4.4 )
0.4
( 4.0 )
Prepaid expenses and other assets
( 3.0 )
1.9
( 1.1 )
21.
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. Other than as described below, the Company did not identify subsequent events that would have required adjustment or disclosure
in the consolidated financial statements.
During the fourth quarter of 2025, linked to the non-renewal of two significant
customer contracts, the Company completed a consultation process that will result in a number of employees leaving the business during
the fourth quarter of 2025. Severance costs are expected to result in the range of circa $ 3.4 million to $ 4.7 million.
22
ITEM
2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
The
following discussion and analysis of our financial condition and results of operations should be read in conjunction with the financial
statements and related notes thereto included elsewhere in this report. This discussion contains forward-looking statements that involve
risks and uncertainties. Our actual future results could differ materially from the historical results discussed below. Factors that
could cause or contribute to such differences include, but are not limited to, those identified below and those discussed in the section
titled “Risk Factors” included elsewhere in this report.
Forward-Looking
Statements
We
make forward-looking statements in this Management’s Discussion and Analysis of Financial Condition and Results of Operations.
For definitions of the term Forward-Looking Statements, see the definitions provided in the Cautionary Note Regarding Forward-Looking
Statements at the forepart of this report
Seasonality
Our
results of operations can fluctuate due to seasonal trends and other factors. Sales of our gaming machines can vary quarter on
quarter due to both supply and demand factors. Player activity for our holiday parks has generally been 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 nine months ended September 30, 2025, we derived approximately 73% and 71% of our revenue from the UK (including customers
headquartered in the UK but whose revenue is generated globally), respectively, 6% (in both periods) from USA, 7% and 8% from Greece
respectively, and the remaining 14% and 15% across the rest of the world. During the three and nine months ended September 30, 2024,
we derived approximately 77% and 76% of our revenue from the UK respectively, 4% and 3% from USA respectively, 7% and 8% from Greece
respectively and 12% and 13% respectively for the rest of world.
As
of September 30, 2025, our non-current assets (excluding goodwill) were attributable as follows: 70% to the UK, 15% to Greece and 15%
across the rest of the world. As of September 30, 2024, our non-current assets (excluding goodwill) were attributable as follows: 75%
to the UK, 8% to Greece and 17% across the rest of the world.
23
Foreign
Exchange
Our
results are affected by changes in foreign currency exchange rates as a result of the translation of foreign functional currencies into
our reporting currency and the re-measurement of foreign currency transactions and balances. The impact of foreign currency exchange
rate fluctuations represents the difference between current rates and prior-period rates applied to current activity. The geographic
region in which the largest portion of our business is operated is the UK and the British pound (“GBP”) is our functional
currency. Our reporting currency is the U.S. dollar (“USD”). Our results are translated from our functional currency of GBP
into the reporting currency of USD using average rates for profit and loss transactions and applicable spot rates for period-end balances.
The effect of translating our functional currency into our reporting currency, as well as translating the results of foreign subsidiaries
that have a different functional currency into our functional currency, is reported separately in Accumulated Other Comprehensive Income.
During
the three and nine months ended September 30, 2025, we derived approximately 27% and 29% respectively of our revenue from sales to customers
outside the UK (see discussion above), compared to 23% and 24% during the three and nine months ended September 30, 2024, respectively.
In
the section “Results of Operations” below, currency impacts shown have been calculated as the current-period average GBP:USD
rate less the equivalent average rate in the prior year period, multiplied by the current period amount in our functional currency (GBP).
The remaining difference, referred to as functional currency at constant rate, is calculated as the difference in our functional currency,
multiplied by the prior-period average GBP:USD rate. This is not a U.S. GAAP measure, but one which management believes provides a useful
indication of results. In the tables below, variances in particular line items from period to period exclude currency translation movements,
and currency translation impacts are shown independently.
Non-GAAP
Financial Measures
We
use certain financial measures that are not compliant with U.S. GAAP (“Non-GAAP financial measures”), including EBITDA and
Adjusted EBITDA, to analyze our operating performance. In this discussion and analysis, we present certain non-GAAP financial measures,
define and explain these measures and provide reconciliations to the most comparable U.S. GAAP measures. See “Non-GAAP Financial
Measures” below.
Results
of Operations
Our
results are affected by changes in foreign currency exchange rates, primarily between our functional currency (GBP) and our
reporting currency (USD). During the three month periods ended September 30, 2025 and September 30, 2024, the average GBP:USD rates
were 1.35 and 1.30, respectively, and for the nine-month periods ended September 30, 2025 and September 30, 2025 were 1.32 and 1.28,
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 nine-month periods ended September 30, 2025,
compared to the same period in 2024; and
●
a
discussion and analysis of the results of operations for each of the Company’s segments (Gaming, Virtual Sports, Interactive
and Leisure) for the three and nine-month periods ended September 30, 2025, compared to the same period in 2024, including key performance
indicator (“KPI”) analysis.
24
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 September 30, 2025, in the Gaming segment 202 new terminals were delivered to OPAP as part of the order
of 4,000 new VLT’s placed in the Greek market in the fourth quarter of 2024 (all of which will be delivered in 2025), 1,304 machines
were sold in the UK market to customers including Bod Rudd, Essex Leisure, Regal Ltd and other independent market customers.
During
the three-month period ended September 30, 2025, Inspired extended its long-term partnership with William Hill, introducing an enhanced
Virtual Sports experience and upgraded retail rollout. As part of the contract extension, Inspired will deliver a comprehensive upgrade
to William Hill’s Virtual Sports offering across its UK retail estate.
During
the three-month period ended September 30, 2025, the Interactive segment recorded a net increase of three operators compared with the
prior quarter, driven primarily by continued momentum among mid-market operators. Inspired also expanded its Hybrid Dealer content footprint
in North America through the Caesars Palace Wheel of Wins rollout to Michigan and Ontario, following its successful launch in New Jersey.
During
the three-month period ended September 30, 2025, Inspired entered into definitive agreement relating to the sale of Inspired’s
UK holiday parks business and certain associated leisure assets (“Indigo NewCo Limited”). As part of the agreement,
Inspired will provide gaming and content platform services, and machine spare parts on a recurring revenue basis to Indigo NewCo
Limited.
During the quarter, the pending
sale of Indigo NewCo Limited was classified as held-for-sale, the Company further considered ASC 205-20 and whether or not the disposal
represented a strategic shift that would have a major effect on the Company’s operations and financial results. An assessment was
made from both a quantitative and qualitative perspective and the Company concluded that the disposal did not represent a strategic shift.
As such, the Company did not present the pending sale as discontinued operations.
While the Indigo NewCo Limited
business represents approximately 17% of Group revenue and 8% of Group EBITDA, it generates zero free cashflow as a result of capital
reinvestment. The operations of Indigo NewCo Limited are primarily associated with children’s amusement machines, which is contrary
to the Company’s primary strategy of developing digital gaming for adults.
Based on management’s conclusion
that the sale of Indigo NewCo Limited represents a non-core part of the Company’s strategy, in addition to the Financial Accounting
Standards Board’s use of the word “major” in ASC 205-20-45-1C suggesting a relatively high bar for a disposal to be
considered a strategic shift on a quantitative basis, our analysis of both qualitative and quantitative factors determined that the sale
of Indigo NewCo Limited did not meet the definition of a strategic shift that would have a major effect on the operations or financial
results of the Company.
During the quarter, Inspired also began transitioning a number of pub customers to a new operating model by refocusing on
content and machine supply.
During
the third quarter of 2025, management identified the nonrenewal of two significant customer contracts within the pub sector as a
potential indicator of impairment for the All Other asset group within the Leisure segment under the long-lived asset guidance in
U.S. GAAP.
The two contracts collectively represented approximately
15% and 14% of the Leisure segment’s total revenues and EBITDA, respectively, and approximately 33% and 24% of the “All Other
Leisure” asset groups total revenue and EBITDA during the year ended December 31, 2024.
As a result of
the identified triggering event, management performed a recoverability test for the affected asset group as of August 1, 2025. Based
on this analysis, the undiscounted estimated future cash flows exceeded the carrying amount of the asset group; therefore, no
impairment charge was recorded. Management will continue to monitor the segment’s performance and customer’s
relationships for potential future indicators of impairment.
25
Overall
Company Results
Three
and nine Months ended September 30, 2025, compared to Three and nine Months ended September 30, 2024
For
the
Three-Month
Variance
For
the
Nine-Month
Variance
Period
ended
2025
vs 2024
Period
ended
2025
vs 2024
(In millions)
September
30,
2025
September
30,
2024
Variance
Attributable
to Currency
Movement
Variance
on a
Functional
currency
basis
Total
Functional
Currency
Variance
%
Total
Reported
Variance
%
September
30,
2025
September
30,
2024
Variance
Attributable
to Currency
Movement
Variance
on a
Functional
currency
basis
Total
Functional
Currency
Variance
%
Total
Reported
Variance
%
Revenue:
Service
$ 79.4
$ 72.9
$ 2.7
$ 3.8
5 %
9 %
$ 210.2
$ 193.9
$ 6.5
$ 9.8
5 %
8 %
Product
6.8
4.3
0.2
2.3
53 %
58 %
16.7
20.2
0.6
(4.1 )
(20 )%
(17 )%
Total revenue
86.2
77.2
2.9
6.1
8 %
12 %
226.9
214.1
7.1
5.7
3 %
6 %
Cost of Sales, excluding depreciation and amortization:
Cost of Service
(22.0 )
(20.7 )
(0.6 )
(0.7 )
3 %
6 %
(58.2 )
(55.6 )
(1.7 )
(0.9 )
2 %
5 %
Cost of Product
(3.7 )
(2.7 )
(0.1 )
(0.9 )
33 %
37 %
(10.6 )
(13.0 )
(0.3 )
2.7
(21 )%
(18 %)
Staff-related selling general and administrative expenses
(18.2 )
(15.7 )
(0.8 )
(1.7 )
11 %
16 %
(52.1 )
(47.8 )
(1.6 )
(2.7 )
6 %
9 %
Non-staff related selling, general and administrative expenses
(13.2 )
(12.2 )
(0.5 )
(0.5 )
4 %
8 %
(37.4 )
(37.3 )
(1.0 )
0.9
(2 )%
0 %
Labor costs capitalized
3.2
3.3
(0.0 )
(0.1 )
(3 %)
(3 %)
10.5
8.7
0.2
1.6
18 %
21 %
Other segment items:
Stock-based compensation
(1.4 )
(1.8 )
(0.1 )
0.5
(28 )%
(22 %)
(4.6 )
(5.7 )
(0.1 )
1.2
(21 )%
(19 %)
Depreciation and amortization
(13.2 )
(11.2 )
(0.4 )
(1.6 )
14 %
18 %
(39.1 )
(31.3 )
(1.8 )
(6.0 )
19 %
25 %
Held for sale adjustment - Impairment
(5.9 )
0.0
(0.2 )
(5.7 )
0 %
0 %
(5.9 )
0.0
(0.3 )
(5.6 )
0 %
0 %
Other selling, general and administrative expenses
(2.1 )
(5.0 )
(0.1 )
3.0
(60 )%
(58 %)
(10.3 )
(14.3 )
(0.3 )
4.3
(30 )%
(28 %)
Net operating Income (Loss)
9.7
11.2
0.1
(1.6 )
(14 )%
(13 %)
19.2
17.8
0.2
1.2
7 %
8 %
Other income (expense)
Interest expense, net
(12.5 )
(7.5 )
(0.4 )
(4.6 )
61 %
67 %
(26.6 )
(20.7 )
(0.9 )
(5.0 )
24 %
29 %
Other finance income (expense)
0.2
0.1
0.0
0.1
100 %
100 %
0.6
0.3
0.0
0.3
100 %
100 %
Total other
income (expense), net
(12.3 )
(7.4 )
(0.4 )
(4.5 )
61 %
66 %
(26.0 )
(20.4 )
(0.9 )
(4.7 )
23 %
27 %
Net Income (loss) from continuing
operations before income taxes
(2.6 )
3.8
(0.3 )
(6.1 )
(161 )%
(168 %)
(6.8 )
(2.6 )
(0.7 )
(3.5 )
135 %
162 %
Income tax expense
0.7
(1.0 )
(0.0 )
1.7
(170 )%
(170 %)
(3.0 )
0.4
(0.4 )
(3.0 )
(750 )%
(850 )%
Net Income
(Loss)
$ (1.9 )
$ 2.8
$ (0.3 )
$ (4.4 )
(157 )%
(168 %)
$ (9.8 )
$ (2.2 )
$ (1.1 )
$ (6.5 )
295 %
345 %
Exchange Rate - $ to £
1.35
1.30
1.32
1.28
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.
26
Revenue
(for the three and nine months ended September 30, 2025, compared to the three and nine months ended September 30, 2024)
Consolidated
Reported Revenue by Segment
For
the three-month period ended September 30, 2025, revenue on a functional currency (at constant rate) basis increased by $6.1 million
or 8% compared to the three-month period ended September 30, 2024 and for the nine months period ended September 30, 2025, revenue on
a functional currency basis increased by $5.7 million or 3% compared to the nine-month period ended September 30, 2024.
For
the three-month period ended September 30, 2025, compared to the three-month period ended September 30, 2024, Gaming revenue increased
by $3.8 million, Gaming product sales increased $2.7 million due to increases in the UK and North America, and service sales increased
$1.1 million due to an increase in unit volumes in the UK and Greece markets. Virtual Sports revenue declined by $2.2 million due to
reduced Online revenue. Interactive revenue increased by $4.5 million, driven by revenue growth in the UK and North America: and Leisure
revenue increased by $0.2 million with service sales increases of $0.5 million, partially offset by product sales decreases of $0.3 million
predominantly due to holiday parks in UK.
For
the nine-month period ended September 30, 2025 compared to the nine-month period ended September 30, 2024, Gaming revenue increased
by $1.8 million, Gaming service revenue of $5.7 million predominantly due to the UK and mainland Europe markets partially offset by
product sales decline of $3.9 million due to a decrease in the North America markets as product sales do not typically follow a
linear year-over-year trend. Virtual Sports revenue decreased by $8.9 million due to a decrease in Online revenue. Interactive
revenue increased by $12.0 million, driven by revenue growth in the UK, mainland Europe and Latin America; and Leisure revenue
increased by $0.8 million with service sales increased by $1.1 million and partially offset by product sales decrease of $0.3
million. Increases were due to Holiday Parks revenue growth in both existing and new sites added in the prior twelve-month period as
well as revenue growth in the Bingo sector.
27
Cost
of Sales, excluding depreciation and amortization
Cost
of sales, excluding depreciation and amortization, for the three-month period ended September 30, 2025, compared to the three-month period
ended September 30, 2024, increased by $1.6 million or 7%, driven by a $0.7 million increase in cost of service, and a $0.9 million increase
in cost of service.
Cost
of sales, excluding depreciation and amortization, for the nine-month period ended September 30, 2025, compared to the nine-month period
ended September 30, 2024, decreased $1.8 million or 3%, driven by a $2.7 million decrease in cost of product, predominantly driven by
a fluctuation in product revenues, partially offset by an increase in cost of service of $0.9 million.
Staff
related selling, general and administrative expenses
Staff
related selling, general and administrative expenses for the three and nine-month period ended September 30, 2025, increased by $1.7
million and $2.7 million, or 11% and 6% respectively compared to the three and nine-month period ended September 30, 2024, mainly related
to performance based short term incentive expenses timings.
Non-staff
related selling, general and administrative expenses
Non-Staff
related selling, general and administrative expenses for the three-month period ended September 30, 2025 increased by $0.5 million, or
4% compared with the three-month period ended September 30, 2024 predominantly driven by increases in professional fees due to timings
of activities as are not linear year-on-year partially offset by favorable realized gain on foreign currency movements and favorable
facility charges for lower insurance premiums and utility costs.
Non-Staff
related selling, general and administrative expenses for the nine-month period ended September 30, 2025 decreased by $0.9 million, or
2% compared with the nine-month period ended September 30, 2024 mainly driven by a favorable realized gain on foreign currency movement.
Stock-based
compensation
During
the three and nine-month period ended September 30, 2025, the Company recorded stock-based compensation expenses of $1.4 million and
$4.6 million, respectively, compared to stock-based compensation expenses of $1.8 million and $5.7 million for the three and nine-month
period ended September 30, 2024. All expenses related to outstanding awards.
Depreciation
and amortization
Depreciation
and amortization for the three-month period ended September 30, 2025, increased by $1.6 million compared to the three-month period ended
September 30, 2024. This was driven by increases across Gaming of $0.6 million related to gaming machine additions, Virtuals of $0.3
million, and Interactive $0.6 million related to software development intangible additions.
Depreciation
and amortization for the nine-month period ended September 30, 2025, increased by $6.0 million compared to the nine-month period ended
September 30, 2024. This was predominantly driven by increases in Gaming of $4.4 million and Leisure of $1.2 million.
Net
operating income
During
the three and nine-month periods ended September 30, 2025, net operating income was $9.7 million and $19.2 million, respectively, representing
a decrease of $1.6 million and increase of $1.2 million, respectively, compared to the three and nine-month periods ended September 30,
2024.
The
year-over-year decline in the three-month period ended September 30, 2025, was predominantly due to the Held for Sale impairment and,
increased depreciation and amortization expense, partially offset by higher revenues and lower selling, general and administration
expenses.
The
year-over-year increase in the nine-month period ended September 30, 2025, compared to the nine-month period ended September 30,
2024, was mainly due to lower cost of product and non-staff related selling, general and administrative expenses partially offset by
the Held for Sale impairment and higher depreciation and amortization expenses.
Net Income/Loss
For
the three and nine-months ended September 30, 2025, net loss was $1.9 million and $9.8 million, respectively, compared to a net income
of $2.8 million and a net loss of $2.2 million, respectively, in the three and nine-month period ended September 30, 2024.
For
the three-month period ended September 30, 2025, the $4.4 million decrease compared to the three-month period ended September 30,
2024, was due to the decrease in net operating income and higher net interest expense driven by the refinancing activities in the
second quarter of 2025 and impact of FX rates partially offset by a decrease in tax expense.
For the nine-month period ended September 30, 2025, the $6.5 million decrease compared to the nine-month period ended September 30, 2024,
was due to higher net interest expense driven by the refinancing activities in the second quarter of 2025 and impact of FX rates as well
as an increase in tax expense, partially offset by an increase in the net operating income.
28
Deferred
Tax
The
Company maintains a valuation allowance related to capital loss carryovers in the United Kingdom, state net operating losses unable to
be utilized in the United States, and United States interest expected to be limited under Section 163(j).
Segment
Results ( for the three and nine months ended September 30, 2025, compared to the three and nine months ended September 30, 2024)
Gaming
We
generate revenue from our Gaming segment through delivery of our gaming terminals preloaded with proprietary gaming software, server-based
content, as well as services such as terminal repairs, maintenance, software upgrades and upgrades on a when and if available basis and
content development. We receive rental fees for machines, typically in conjunction with long-term contracts, on both a participation
and fixed fee basis. Our participation contracts are typically structured to pay us a percentage of net win (defined as net revenue to
our operator customers, after deducting player winnings, free bets or plays and any relevant regulatory levies) from gaming terminals
placed in our customers’ facilities. Typically, we recognize revenue from these arrangements on a daily basis over the term of
the contract.
Revenue
growth for our Gaming business is principally driven by changes in (i) the number of operator customers we have, (ii) the number of Gaming
machines in operation, (iii) the net win performance of the machines and (iv) the net win percentage that we receive pursuant to our
contracts with our customers.
Gaming,
Key Performance Indicators
For the Three-Month
Period ended
Variance
For the Nine-Month
Period ended
Variance
September 30,
September 30,
2025 vs 2024
September 30,
September 30,
2025 vs 2024
Gaming
2025
2024
%
2025
2024
%
End of period installed base (# of terminals) (2)
33,853
34,875
(1,022 )
(2.9 )%
33,853
34,875
(1,022 )
(2.9 )%
Total Gaming - Average installed base (# of terminals) (2)
33,868
34,897
(1,029 )
(2.9 )%
33,894
34,853
(959 )
(2.8 )%
Participation - Average installed base (# of terminals) (2)
28,747
29,937
(1,190 )
(4.0 )%
28,813
29,896
(1,083 )
(3.6 )%
Fixed Rental - Average installed base (# of terminals)
10,101
4,960
5,141
103.6 %
9,401
4,957
4,444
89.7 %
Service Only - Average installed base (# of terminals)
7,494
4,942
2,552
51.6 %
7,674
6,032
1,642
27.2 %
Customer Gross Win per unit per day (1) (2)
£ 97.7
£ 95.2
£ 2.5
2.6 %
£ 99.4
£ 96.7
£ 2.7
2.8 %
Customer Net Win per unit per day (1) (2)
£ 71.2
£ 70.0
£ 1.2
1.7 %
£ 72.5
£ 71.3
£ 1.2
1.7 %
Inspired Blended Participation Rate
5.2 %
5.3 %
(0.1 )%
(1.9 )%
5.2 %
5.4 %
(0.2 )%
(3.7 )%
Inspired Fixed Rental Revenue per Gaming Machine per week
£ 23.9
£ 28.3
£ (4.4 )
(15.5 )%
£ 23.6
£ 29.1
£ (5.5 )
(18.9 )%
Inspired Service Rental Revenue per Gaming Machine per week
£ 7.4
£ 5.0
£ 2.4
48.0 %
£ 7.6
£ 5.1
£ 2.5
49.0 %
Gaming Long term license amortization (£’m)
£ 0.7
£ 0.5
£ 0.2
40 %
£ 1.8
£ 1.6
£ 0.2
12.5 %
Number of Machine sales
1,799
313
1,486
474.8 %
2,650
1,624
1,026
63.2 %
Average selling price per terminal
£ 2,506
£ 7,420
£ (4,914 )
(66.2 )%
£ 5,495
£ 7,854
£ (2,359 )
(30.0 )%
(1)
Includes
all SBG terminals in which the Company takes a participation revenue share across all territories.
(2)
Includes
approximately 2,500 lottery terminals where the revenue share is on handle instead of net win.
In
the table above:
“End
of Period Installed Base” is equal to the number of deployed Gaming terminals at the end of each period that have been placed on
a participation or fixed rental basis. Gaming participation revenue, which comprises the majority of Gaming Service revenue, is directly
related to the participation terminal installed base. This is the medium by which our customers generate revenue and distribute a revenue
share to the Company. To the extent all other KPIs and certain other factors remain constant, the larger the installed base, the higher
the Company’s revenue would be for a given period. Management gives careful consideration to this KPI in terms of driving growth
across the segment. This does not include Service Only terminals.
Revenue
is derived from the performance of the installed base as described by the Gross and Net Win KPIs.
29
If
the End of Period Installed Base is materially different from the Average Installed Base (described below), we believe this gives an
indication as to potential future performance. We believe the End of Period Installed Base is particularly useful for assessing new customers
or markets, to indicate the progress being made with respect to entering new territories or jurisdictions.
“Total
Gaming - Average Installed Base” is the average number of deployed Gaming terminals during the period consisting of both participation
terminals and fixed rental terminals. Therefore, it is more closely aligned to revenue in the period. We believe this measure is particularly
useful for assessing existing customers or markets to provide comparisons of historical size and performance. This does not include Service
Only terminals.
“Participation
- Average Installed Base” is the average number of deployed Gaming terminals that generated revenue on a participation basis.
“Fixed
Rental - Average Installed Base” is the average number of deployed Gaming terminals that generated revenue on a fixed rental basis.
“Service
Only - Average Installed Base” is the average number of terminals that generated revenue on a Service only basis.
“Customer
Gross Win per unit per day” is a KPI used by our management to (i) assess impact on the Company’s revenue, (ii) determine
changes in the performance of the overall market and (iii) evaluate the impact of regulatory change and our new content releases on our
customers. Customer Gross Win per unit per day is the average per unit cash generated across all Gaming terminals in which the Company
takes a participation revenue share across all territories in the period, defined as the difference between the amounts staked less winnings
to players divided by the Average Installed Base in the period, then divided by the number of days in the period.
Gaming
revenue accrued in the period is derived from Customer Gross Win accrued in the period after deducting gaming taxes (defined as a regulatory
levy paid by the Customer to government bodies) and applying the Company’s contractual revenue share percentage.
Our
management believes Customer Gross Win measures are meaningful because they represent a view of customer operating performance that is
unaffected by our revenue share percentage and allow management to (1) readily view operating trends, (2) perform analytical comparisons
and benchmarking between customers and (3) identify strategies to improve operating performance in the different markets in which we
operate.
“Customer
Net Win per unit per day” is Customer Gross Win per unit per day after giving effect to the deduction of gaming taxes.
“Inspired
Blended Participation Rate” is the Company’s average revenue share percentage across all participation terminals where revenue
is earned on a participation basis, weighted by Customer Net Win per unit per day.
“Inspired
Fixed Rental Revenue per Gaming Machine per week” is the Company’s average fixed rental amount across all fixed rental terminals
where revenue is generated on a fixed fee basis, per unit per week.
“Inspired
Service Rental Revenue per Gaming Machine per week” is the Company’s average service rental amount across all service only
rental terminals where revenue is generated on a service only fixed fee basis, per unit per week.
“Gaming
Long term license amortization” is the upfront license fee per terminal which is typically spread over the life of the terminal.
Our
overall Gaming revenue from terminals placed on a participation basis can therefore be calculated as the product of the Participation
- Average Installed Base, the Customer Net Win per unit per day, the number of days in the period, and the Inspired Blended Participation
Rate, which is equal to “Participation Revenue”.
“Number
of Machine sales” is the number of terminals sold during the period.
“Average
selling price per terminal” is the total revenue in GBP of the Gaming terminals sold divided by the “number of Machine sales”.
30
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 Nine-Month
Period ended
Variance
September 30,
September 30,
2025 vs 2024
September 30,
September 30,
2025 vs 2024
(In £ millions)
2025
2024
%
2025
2024
%
Gaming Recurring Revenue
Total Gaming Revenue
£ 20.1
£ 17.3
£ 2.8
16 %
£ 57.7
£ 56.3
£ 1.4
2 %
Gaming Participation Revenue
£ 9.7
£ 10.5
£ (0.8 )
(8 )%
£ 29.3
£ 31.2
£ (1.9 )
(6 )%
Gaming Other Fixed Fee Recurring Revenue
£ 3.9
£ 2.2
£ 1.7
77 %
£ 11.0
£ 7.5
£ 3.5
47 %
Gaming Project Recurring Revenue
£ 0.2
£ 0.1
£ 0.1
100 %
£ 1.1
£ 0.5
£ 0.6
120 %
Gaming Long-term license amortization
£ 0.7
£ 0.6
£ 0.1
17 %
£ 1.8
£ 1.7
£ 0.1
6 %
Total Gaming Recurring Revenue
£ 14.5
£ 13.4
£ 1.1
8 %
£ 43.2
£ 40.9
£ 2.3
6 %
Gaming Recurring Revenue as a % of Total Gaming Revenue
72 %
77 %
(5 )%
75 %
73 %
2 %
In
the table above:
“Gaming
Participation Revenue” includes our share of revenue generated from (i) our Gaming terminals placed in gaming and lottery venues;
and (ii) licensing of our game content and intellectual property to third parties.
“Gaming
Other Fixed Fee Recurring Revenue” includes service revenue in which the Company earns a periodic fixed fee on a contracted basis.
“Gaming
Project Recurring Revenue” relates specifically to a single customer for machine estate upgrades and distribution.
“Gaming
Long term license amortization” – see the definition provided above.
“Total
Gaming Recurring Revenue” is equal to Gaming Participation Revenue plus Gaming Other Fixed Fee Recurring Revenue.
Gaming,
Service Revenue by Region
Set
forth below is a breakdown of our Gaming service revenue by geographic region. Gaming Service revenue consists principally of Gaming
participation revenue, Gaming other fixed fee revenue, Gaming long-term license amortization and Gaming other non-recurring revenue.
See “Gaming Segment Revenue” below for a discussion of gaming service revenue between the periods under review.
For the Three-Month
For the Nine-Month
Period ended
Variance
Period ended
Variance
(In millions)
September 30,
2025
September 30,
2024
2025 vs 2024
Total
Functional
Currency
%
September 30,
2025
September 30,
2024
2025 vs 2024
Total
Functional
Currency
%
Service Revenue:
UK LBO
$ 11.1
$ 10.1
1.0
10 %
6 %
$ 33.1
$ 28.3
$ 4.8
17 %
3 %
UK Other
3.2
2.5
0.7
28 %
23 %
8.4
7.5
0.9
12 %
4 %
Italy
0.4
0.4
0.0
0 %
4 %
1.1
1.2
(0.1 )
(8 )%
2 %
Greece
4.4
3.8
0.6
16 %
13 %
13.7
11.3
2.4
21 %
3 %
Rest of the World
0.3
0.8
(0.5 )
(63 )%
(57 )%
0.7
1.2
(0.5 )
(42 )%
(0 %)
Lotteries
1.4
1.4
0.0
0 %
(6 )%
4.0
4.1
(0.1 )
(2.4 %)
3 %
Total Service revenue
$ 20.8
$ 19.0
$ 1.8
10 %
6 %
$ 61.0
$ 53.6
$ 7.4
14 %
3 %
Exchange Rate - $ to £
1.35
1.30
1.32
1.28
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.
31
Gaming,
Results of Operations
For the
Three-Month
Variance
For the
Nine-Month
Variance
Period
ended
2025
vs 2024
Period
ended
2025
vs 2024
(In millions)
September
30,
2025
September
30,
2024
Variance
Attributable
to Currency
Movement
Variance
on a
Functional
currency
basis
Total
Functional
Currency
Variance
%
Total
Reported
Variance
%
September
30,
2025
September
30,
2024
Variance
Attributable
to Currency
Movement
Variance
on a
Functional
currency
basis
Total
Functional
Currency
Variance
%
Total
Reported
Variance
%
Revenue:
Service
$ 20.8
$ 19.0
$ 0.7
$ 1.1
6 %
9 %
$ 61.0
$ 53.6
$ 1.7
$ 5.7
11 %
14 %
Product
6.3
3.5
0.1
2.7
77 %
80 %
15.0
18.2
0.7
(3.9 )
(21 )%
(18 )%
Total revenue
27.1
22.5
0.8
3.8
17 %
20 %
76.0
71.8
2.4
1.8
3 %
6 %
Cost of Sales, excluding depreciation and amortization:
Cost of Service
(4.9 )
(4.8 )
(0.1 )
0.0
(2 )%
2 %
(16.0 )
(15.7 )
(0.4 )
0.1
(1 )%
2 %
Cost of Product
(3.4 )
(2.3 )
(0.1 )
(1.0 )
43 %
48 %
(9.8 )
(12.2 )
(0.4 )
2.8
(23 )%
(20 )%
Total cost of sales
(8.3 )
(7.1 )
(0.2 )
(1.0 )
14 %
17 %
(25.8 )
(27.9 )
(0.8 )
2.9
(10 )%
(8 )%
Staff-related selling, general and administrative expenses
(3.9 )
(4.4 )
(0.2 )
0.7
(16 )%
(11 )%
(11.4 )
(13.6 )
(0.3 )
2.5
(18 )%
(16 )%
Non-staff related selling, general and administrative expenses
(3.3 )
(2.2 )
(0.1 )
(1.0 )
45 %
50 %
(8.9 )
(7.5 )
(0.3 )
(1.1 )
15 %
19 %
Labor costs capitalized
1.5
1.1
(0.1 )
0.5
45 %
36 %
5.3
2.9
0.2
2.2
76 %
83 %
Other segment items:
Stock-based compensation
(0.2 )
(0.1 )
(0.0 )
(0.1 )
100 %
100 %
(0.7 )
(0.5 )
(0.0 )
(0.2 )
40 %
40 %
Depreciation and amortization
(5.8 )
(4.9 )
(0.3 )
(0.6 )
12 %
18 %
(17.3 )
(12.2 )
(0.7 )
(4.4 )
36 %
42 %
Other selling, general and administrative expenses
(0.7 )
(1.2 )
(0.0 )
0.5
(42 )%
(42 )%
(1.3 )
(1.5 )
(0.0 )
0.2
(13 )%
(13 )%
Net operating Income
$ 6.4
$ 3.7
$ (0.1 )
$ 2.8
76 %
73 %
$ 15.9
$ 11.5
$ 0.5
$ 3.9
34 %
38 %
Exchange Rate - $ to £
1.35
1.30
1.32
1.28
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 nine-month period ended September 30, 2025, Gaming revenue increased by $3.8 million and $1.8 million, or 17% and 3% respectively
compared to the three-and nine-month period ended September 30, 2024. During the three-month period ended September 30, 2025, this was
driven by an increase in Product revenue $2.7 million and Service revenue $1.1 million. During the nine-month period ended September
30, 2025, this was driven by an increase in Service revenue of $5.7m, partially offset by a decrease in Product revenue of $3.9 million.
For
the three-month period ended September 30, 2025, compared to the three-month period ended September 30, 2024, the increase in Gaming
Service revenue was driven by increases of $1.2 million in the UK market predominantly due to the William Hill Vantage ®
terminal deployment, and a $0.5 million increase in the Greek market, partially offset by a decrease in North America.
For
the nine-month period ended September 30, 2025 compared to the nine-month period ended September 30, 2024, the increase in Gaming Service
revenue was driven by an increase of $4.5 million from the UK markets predominantly due to the William Hill Vantage® terminal deployment,
inclusive of UK LBO shop closures, and a $2.0 million increase from Greece, partially offset by a reduction in North America.
For
the three-month period ended September 30, 2025, compared to the three-month period ended September 30, 2024, the product revenue increased
by $2.7 million from sales in the UK market.
32
For
the nine-month period ended September 30, 2025, compared to the nine-month period ended September 30, 2024, the product revenue decreased
by $3.9 million as the prior year period contained higher volumes of hardware sales which are less predictable in nature.
Gaming
Net Operating Income
Net
operating income for the three-month period ended September 30, 2025, increased by $2.8 million, compared to the three-month period ended
September 30, 2024. The increase was primarily driven by an increase in revenue of $3.8 million mainly from hardware sales.
Net
income for the nine-month period ended September 30, 2025, increased by $3.9 million, compared to the nine-month period ended September
30, 2024. The increase was primarily due to a decrease in cost of product of $2.8 million from lower volumes of hardware sales, a reduction
in staff-related selling, general and administrative expenses driven by the closure of the Bridgend manufacturing facility
in 2024.
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 Nine-Month
Period ended
Variance
September 30,
September 30,
2025 vs 2024
September 30,
September 30,
2025 vs 2024
2025
2024
%
2025
2024
%
Virtuals
No. of Live Customers at the end of the period
60
57
3.0
5.3 %
60
57
3.0
5.3 %
Average No. of Live Customers
60
56
4.0
7.1 %
58
56
2.0
3.6 %
Total Revenue (£’m)
£ 6.9
£ 8.6
£ (1.7 )
(19.8 )%
£ 20.7
£ 27.7
£ (7.0 )
(25.3 )%
Total Revenue £’m - Retail
£ 2.3
£ 2.3
£ (0.0 )
(0.0 )%
£ 6.7
£ 7.1
£ (0.4 )
(5.6 )%
Total Revenue £’m - Online Virtuals
£ 4.6
£ 6.3
£ (1.7 )
(27.0 )%
£ 14.0
£ 20.6
£ (6.6 )
(32.0 )%
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.
33
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 Nine-Month
Period
ended
Variance
September
30,
September
30,
2025
vs 2024
September
30,
September
30,
2025
vs 2024
(In
£ millions)
2025
2024
%
2025
2024
%
Virtual
Sports Recurring Revenue
Total
Virtual Sports Revenue
£
6.9
£
8.6
£
(1.7
)
(20
)%
£
20.7
£
27.7
£
(7.0
)
(25
)%
Recurring
Revenue - Retail Virtuals
£
2.0
£
2.2
£
(0.2
)
(9
)%
£
6.1
£
7.0
£
(0.9
)
(13
)%
Recurring
Revenue - Online Virtuals
£
4.5
£
6.3
£
(1.8
)
(29
)%
£
13.6
£
20.1
£
(6.5
)
(32
)%
Total
Virtual Sports Long-term license amortization
£
0.3
£
0.0
£
0.3
100
%
£
0.7
£
0.1
£
0.6
600
%
Total
Virtual Sports Recurring Revenue
£
6.8
£
8.5
£
(1.7
)
(20
)%
£
20.4
£
27.2
£
(6.8
)
(25
)%
Virtual
Sports Recurring Revenue as a Percentage of Total Virtual Sports Revenue
99
%
99
%
99
%
98
%
“Recurring
Revenue” includes our share of revenue generated from (i) our Virtual Sports products placed with operators; (ii) licensing our
game content and intellectual property to third parties; and (iii) our games on third-party online gaming platforms that are interoperable
with our game servers.
“Virtual
Sports Long term license amortization” is the upfront license fee which is typically spread over the life of the contract.
34
Virtual
Sports, Results of Operations
For the
Three-Month
Variance
For the
Nine-Month
Variance
Period
ended
2025
vs 2024
Period
ended
2025
vs 2024
(In millions)
September
30,
2025
September
30,
2024
Variance
Attributable
to Currency
Movement
Variance
on a
Functional
currency
basis
Total
Functional
Currency
Variance
%
Total
Reported
Variance
%
September
30,
2025
September
30,
2024
Variance
Attributable
to Currency
Movement
Variance
on a
Functional
currency
basis
Total
Functional
Currency
Variance
%
Total
Reported
Variance
%
Service Revenue
$ 9.3
$ 11.2
$ 0.3
$ (2.2 )
(20 )%
(17 )%
$ 27.2
$ 35.3
$ 0.8
$ (8.9 )
(25 )%
(23 )%
Cost of Service
(0.6 )
(0.5 )
(0.0 )
(0.1 )
20 %
20 %
(1.8 )
(1.0 )
0.1
(0.9 )
90 %
80 %
Staff-related selling, general and administrative expenses
(2.4 )
(2.3 )
(0.1 )
(0.0 )
0 %
4 %
(7.0 )
(6.8 )
(0.2 )
(0.0 )
(0 %)
3 %
Non-staff related selling, general and administrative expenses
(0.6 )
(0.7 )
(0.0 )
0.1
(14 )%
(14 )%
(1.7 )
(2.0 )
(0.0 )
0.3
(15 )%
(15 )%
Labor costs capitalized
0.9
1.1
0.0
(0.2 )
(18 )%
(18 )%
2.8
3.3
(0.0 )
(0.5 )
(15 )%
(15 )%
Other segment items:
Staff-related selling, general and administrative expenses
Stock-based compensation
(0.1 )
(0.1 )
(0.0 )
0.0
0 %
(0 )%
(0.3 )
(0.3 )
(0.0 )
0.0
0 %
(0 )%
Depreciation and amortization
(1.6 )
(1.3 )
0.0
(0.3 )
23 %
23 %
(4.8 )
(4.7 )
(0.1 )
0.0
(0 )%
2 %
Net operating Income
$ 4.9
$ 7.4
$ 0.2
$ (2.7 )
(36 )%
(34 )%
$ 14.4
$ 23.8
$ 0.6
$ (10.0 )
(42 )%
(39 )%
Exchange Rate - $ to £
1.35
1.30
1.32
1.28
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 nine-month period ended September 30, 2025, revenue decreased by $2.2 million and $8.9 million, or 20% and 25%, respectively
compared to the three and nine-month period ended September 30, 2024 primarily driven by a regulation in the Brazilian market and introduction
of new levies.
Virtual
Sports net operating income
During
the three and nine-month period ended September 30, 2025, operating income decreased by $2.7 million and $10.0 million respectively compared
to the three and nine-month period ended September 30, 2024, primarily due to the decreases in revenues and increases in the associated
cost of sales mainly related to regulation of the Brazilian market and introduction of new levies.
Interactive
We
generate revenue from our Interactive segment through the various games and content made available via third party aggregation platforms
with Inspired’s remote gaming server or directly on the customers remote gaming server platform, and services such as customer
support, platform maintenance, updates and upgrades. Typically, we receive fees on a participation basis. Our participation contracts
are usually structured to pay us a percentage of net win (defined as net revenue to our operator customers, after deducting player winnings,
free bets or plays and other promotional costs and any relevant regulatory levies) from Interactive content placed on our customers’
websites. Typically, we recognize revenue from these arrangements on a daily basis over the term of the contract.
Revenue
growth for our Interactive segment is principally driven by the number of customers we have, the number of live games, the net win performance
of the games and the net win percentage that we receive pursuant to our contracts with our customers.
35
Interactive,
Key Performance Indicators
For
the Three-Month Period ended
Variance
For
the Nine-Month Period ended
Variance
September
30,
September
30,
2025
vs 2024
September
30,
September
30,
2025
vs 2024
2025
2024
%
2025
2024
%
Interactive
No.
of Live Customers at the end of the period
199
172
27
15.7
%
199
172
27
15.7
%
Average
No. of Live Customers
197
169
28
16.6
%
191
161
30
18.6
%
No.
of Games available at the end of the period
334
315
19
6.0
%
334
315
19
6.0
%
Average
No. of Games available
331
311
20
6.4
%
324
303
21
6.9
%
No.
of Live Games at the end of the period
311
298
13
4.4
%
311
298
13
4.3
%
Average
No. of Live Games
308
294
14
4.8
%
300
285
15
5.3
%
Total
Revenue (£’m)
£
11.3
£
7.8
£
3.5
44.9
%
£
31.0
£
21.7
£
9.3
42.8
%
In
the table above:
“No.
of Live Customers at the end of the period” and “Average No. of Live Customers” represent the number of customers from
which there is Interactive revenue at the end of the period and the average number of customers from which there is Interactive revenue
during the period, respectively.
“No.
of Games available at the end of the period” and “Average No. of Games available” represents the number of games that
are available for operators to deploy at the end of the period (including inactive legacy games still available and inactive new games
that are available but have not yet gone live with any operators) and the average number of games that are available for operators to
deploy during the period, respectively. This incorporates both live games and inactive games.
“No.
of Live Games at the end of the period” and “Average No. of Live Games” represents the number of games from which there
is Interactive revenue at the end of the period and the average number of games from which there is Interactive revenue during the period,
respectively.
“Total
Revenue (£m)” represents total revenue for the Interactive segment, including recurring and upfront service revenue.
36
Interactive,
Results of Operations
For
the
Three-Month
Variance
For
the
Nine-Month
Variance
Period
ended
2025
vs 2024
Period
ended
2025
vs 2024
(In
millions)
September
30,
2025
September
30,
2024
Variance
Attributable
to Currency
Movement
Variance
on a
Functional
currency
basis
Total
Functional
Currency
Variance
%
Total
Reported
Variance
%
September
30,
2025
September
30,
2024
Variance
Attributable
to Currency
Movement
Variance
on a
Functional
currency
basis
Total
Functional
Currency
Variance
%
Total
Reported
Variance
%
Service
Revenue
$
15.1
$
10.2
$
0.4
$
4.5
44
%
48
%
$
40.8
$
27.7
$
1.1
$
12.0
43
%
47
%
Cost
of Service
(0.8
)
(0.5
)
0.0
(0.3
)
60
%
60
%
(2.2
)
(1.6
)
(0.0)
(0.6
)
38
%
38
%
Staff-related
selling, general and administrative expenses
(2.9
)
(2.3
)
(0.1)
(0.5
)
22
%
26
%
(8.3
)
(6.4
)
(0.2
)
(1.7
)
27
%
30
%
Non-staff
related selling, general and administrative expenses
(1.5
)
(1.3
)
(0.1
)
(0.1
)
8
%
15
%
(5.1
)
(4.0
)
(0.1
)
(1.0
)
25
%
28
%
Labor
costs capitalized
0.8
0.8
(0.1)
0.1
13
%
0
%
2.3
1.7
(0.0)
0.6
35
%
35
%
Other
segment items:
Stock-based
compensation
(0.2
)
(0.1
)
(0.0)
(0.1
)
100
%
100
%
(0.5
)
(0.3
)
(0.0)
(0.2
)
67
%
67
%
Depreciation
and amortization
(1.9
)
(1.3
)
(0.0
)
(0.6
)
46
%
46
%
(4.2
)
(3.7
)
(0.3
)
(0.2
)
5
%
14
%
Net
operating Income
$
8.6
$
5.5
$
0.1
$
3.0
55
%
56
%
$
22.8
$
13.4
$
0.5
$
8.9
66
%
70
%
Exchange
Rate - $ to £
1.35
1.30
1.32
1.28
Note:
Exchange rate in the table is calculated by dividing the USD service revenue by the GBP service revenue, therefore this could be slightly
different from the average rate during the period depending on timing of transactions.
All
variances discussed in the Interactive results below are on a functional currency (at constant rate) basis, which excludes the impact
of any changes in foreign currency exchange rates.
Interactive
revenue
During
three-month period ended September 30, 2025, revenue increased by $4.5 million, or 44% compared to the three-month period ended September
30, 2024, predominantly driven by revenue growth in the UK, and North America due to the launch of new content across the estate and
increased promotional activity through exclusive deals with tier-one customers.
During
the nine-month period ended September 30, 2025, revenue increased by $12.0 million, or 43% compared to the nine-month period ended September
30, 2024, primarily driven by revenue growth in the UK, and North America.
Interactive
Net operating income
Net
operating income for the three and nine-month periods ended September 30, 2025, increased by $3.0 million and $8.9 million, respectively
compared to the three and nine-month period ended September 30, 2024.
For
the three-month period ended September 30, 2025, compared to the three-month period ended September 30, 2024, this increase was driven
by the increase in Gross Margin of $4.2 million, partially offset by increases in Staff-related selling, general and administrative expenses
of $0.5 million and increases in Depreciation and Amortization of $0.6 million.
For
the nine-month period ended September 30, 2025, compared to the nine-month period ended September 30, 2024, this increase was driven
by the increase in Gross Margin of $11.4 million, partially offset by increases in staff-related selling, general and administration
expenses of $1.7 million and non-staff related selling, general and administrative expenses of $1.0 million.
37
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 Nine-Month Period ended
Variance
September
30,
September
30,
2025
vs 2024
September
30,
September
30,
2025
vs 2024
2025
2024
%
2025
2024
%
Leisure
End
of period installed base Gaming machines (# of terminals)
7,906
10,021
(2,115
)
(21.1
)%
7,906
10,021
(2,115
)
(21.1
)%
Average
installed base Gaming machines (# of terminals)
8,931
10,131
(1,200
)
(11.8
)%
9,509
10,469
(960
)
(9.2
)%
End
of period installed base Other (# of terminals)
2,203
3,796
(1,593
)
(42.0
)%
2,203
3,796
(1,593
)
(42.0
)%
Average
installed base Other (# of terminals)
2,530
3,813
(1,283
)
(33.6
)%
2,961
3,969
(1,008
)
(25.4
)%
Pub
Digital Gaming Machines - Average installed base (# of terminals)
5,441
6,129
(688
)
(11.2
)%
5,906
6,230
(324
)
(5.2
)%
Pub
Analogue Gaming Machines - Average installed base (# of terminals)
50
111
(61
)
(55.0
)%
64
134
(70
)
(52.2
)%
MSA
and Bingo Gaming Machines - Average installed base (# of terminals) (1)
2,431
2,865
(434
)
(15.1
)%
2,524
2,978
(454
)
(15.2
)%
Inspired
Leisure Revenue per Gaming Machine per week
£
81.5
£
74.5
£
7.0
9.4
%
£
77.9
£
71.4
£
6.5
9.1
%
Inspired
Pub Digital Revenue per Gaming Machine per week
£
75.9
£
74.4
£
1.5
2.0
%
£
74.9
£
73.7
£
1.2
1.6
%
Inspired
Pub Analogue Revenue per Gaming Machine per week
£
27.4
£
30.7
£
(3.3
)
(10.7
)%
£
26.1
£
31.6
£
(5.5
)
(17.4
)%
Inspired
MSA and Bingo Revenue per Gaming Machine per week
£
135.7
£
103.4
£
32.3
31.2
%
£
116.2
£
96.5
£
19.7
20.4
%
Inspired
Other Revenue per Machine per week
£
34.6
£
25.0
£
9.6
38.4
%
£
34.2
£
24.2
£
10.0
41.3
%
Total
Holiday Parks Revenue (Gaming and Non Gaming) (£’m)
£
14.6
£
13.9
£
0.7
5.0
%
£
28.6
£
27.5
£
1.1
4.0
%
(1)
Motorway
Service Area machines
In
the table above:
“End
of period installed base Gaming” and “Average installed base Gaming” represent the number of gaming machines installed
(excluding Holiday Park machines) that are Category B and Category C only (UK Gambling Act 2005 places machines into categories dependent
on maximum stake and prize available), from which there is participation or rental revenue at the end of the period or as an average
over the period.
“End
of period installed base Other” and “Average installed base Other” represent the number of all other category machines
installed (excluding Holiday Park machines) from which there is participation or rental revenue at the end of the period or as an average
over the period.
“Revenue
per machine unit per week” represents the average weekly participation or rental revenue recognized during the period.
38
Leisure,
Results of Operations
For
the
Three-Month
Variance
For
the
Nine-Month
Variance
Period
ended
2025
vs 2024
Period
ended
2025
vs 2024
(In millions)
September
30,
2025
September
30,
2024
Variance
Attributable
to Currency
Movement
Variance
on a
Functional
currency
basis
Total
Functional
Currency
Variance
%
Total
Reported
Variance
%
September
30,
2025
September
30,
2024
Variance
Attributable
to Currency
Movement
Variance
on a
Functional
currency
basis
Total
Functional
Currency
Variance
%
Total
Reported
Variance
%
Revenue:
Service
$ 34.2
$ 32.5
$ 1.2
$ 0.5
2 %
5 %
$ 81.2
$ 77.3
$ 2.8
$ 1.1
1 %
5 %
Product
0.5
0.8
(0.0 )
(0.3 )
(38 )%
(38 )%
1.7
2.0
0.0
(0.3 )
(15 )%
(15 )%
Total revenue
34.7
33.3
1.2
0.2
0 %
4 %
82.9
79.3
2.8
0.8
1 %
5 %
Cost of Sales, excluding depreciation and amortization:
Cost of Service
(15.7 )
(14.9 )
(0.5 )
(0.3 )
2 %
5 %
(38.2 )
(37.3 )
(1.2 )
0.3
(1 )%
2 %
Cost of Product
(0.3 )
(0.4 )
(0.0 )
0.1
(25 )%
(25 )%
(0.8 )
(0.8 )
(0.0 )
0.0
0 %
(0 )%
Total cost of sales
(16.0 )
(15.3 )
(0.5 )
(0.2 )
1 %
5 %
(39.0 )
(38.1 )
(1.2 )
0.3
(1 )%
2 %
Staff-related selling, general and administrative expenses
(4.6 )
(4.1 )
(0.3 )
(0.2 )
5 %
12 %
(13.2 )
(12.5 )
(0.5 )
(0.2 )
2 %
6 %
Non-staff related selling, general and administrative expenses
(4.6 )
(4.0 )
(0.1 )
(0.5 )
13 %
15 %
(11.9 )
(11.4 )
(0.4 )
(0.1 )
1 %
4 %
Labor costs capitalized
0.0
0.3
(0.0 )
(0.3 )
(100 )%
(100 )%
0.1
0.8
0.0
(0.7 )
(88 )%
(88 )%
Other segment items:
Stock-based compensation
(0.0 )
(0.2 )
(0.0 )
0.2
(100 )%
(100 )%
(0.3 )
(0.4 )
(0.0 )
0.1
(25 )%
(25 )%
Depreciation and amortization
(3.3 )
(3.1 )
(0.1 )
(0.1 )
3 %
6 %
(10.6 )
(9.1 )
(0.3 )
(1.2 )
13 %
16 %
Held for sale adjustment - Impairment
(5.9 )
0.0
(0.2 )
(5.7 )
0 %
0 %
(5.9 )
0.0
(0.3 )
(5.6 )
0 %
0 %
Other selling, general and administrative expenses
(0.5 )
0.0
0.0
(0.5 )
(0. )%
(0. )%
(0.5 )
0.0
0.0
(0.5 )
(0 )%
0 %
Net operating Income
$ (0.2 )
$ 6.9
$ 0.0
$ (7.1 )
(103 )%
(103 )%
$ 1.6
$ 8.6
$ 0.1
$ (7.1 )
(83 )%
(81 )%
Exchange Rate - $ to £
1.35
1.30
1.32
1.28
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.
39
Leisure
Revenue
For
the three-month period ended September 30, 2025, revenue increased by $0.2 million or 0% compared to the three-month period ended September
30, 2024, predominantly due to the growth in existing holiday parks and new sites.
For
the nine-month period ended September 30, 2025, revenue increased by $0.8 million or 1% compared to the nine-month period ended September
30, 2024 mainly due to increases in holiday parks due to revenue growth in both existing and new sites added in the prior twelve-month
period as well as revenue growth in the Bingo sector.
Leisure
Net Operating Income
Net
operating income for the three-month period ended September 30, 2025, decreased $7.1 million compared to the three-month period ended
September 30, 2024. This was primarily due to the Held for Sale impairment adjustment of $5.7 million and an increase in other selling,
general and administration costs of $0.5 million.
Net
operating income for the nine-month period ended September 30, 2025, decreased $7.1 million compared to the nine-month period ended September
30, 2024. This is predominantly from the Held for Sale impairment adjustment of $5.6 million, depreciation and amortization of $1.2 million
and an increase in other selling, general and administration costs of $0.5 million.
Non-GAAP
Financial Measures
We
use certain non-GAAP financial measures, including EBITDA, to analyze our operating performance. We use these financial measures to manage
our business on a day-to-day basis. We believe that these measures are also commonly used in our industry to measure performance. For
these reasons, we believe that these non-GAAP financial measures provide expanded insight into our business, in addition to standard
U.S. GAAP financial measures. There are no specific rules or regulations for defining and using non-GAAP financial measures, and as a
result the measures we use may not be comparable to measures used by other companies, even if they have similar labels. The presentation
of non-GAAP financial information should not be considered in isolation from, or as a substitute for, or superior to, financial information
prepared and presented in accordance with U.S. GAAP. You should consider our non-GAAP financial measures in conjunction with our U.S.
GAAP financial measures.
We
define our non-GAAP financial measures as follows:
EBITDA
is defined as net income (loss) excluding depreciation and amortization, interest expense, interest income and income tax expense.
Adjusted
EBITDA is defined as net income (loss) excluding depreciation and amortization, interest expense, interest income and income
tax expense, and other additional exclusions and adjustments (see Adjusted EBITDA reconciliation table). Such additional excluded amounts
include stock-based compensation U.S. GAAP charges where the associated liability is expected to be settled in stock, and changes in
the value of earnout liabilities and income and expenditure in relation to legacy portions of the business (being those portions where
trading no longer occurs) including closed defined benefit pension schemes. Additional adjustments are made for items considered outside
the normal course of business, including but not limited to (1) restructuring costs, which include charges attributable to employee severance,
impairments, management changes, restructuring, dual running costs, costs related to facility closures and integration costs, (2) merger
and acquisition costs and (3) gains or losses not in the ordinary course of business (4) the costs of the restatement of previously issued
financial statements.
We
believe Adjusted EBITDA, when considered along with other performance measures, is a particularly useful performance measure, because
it focuses on certain operating drivers of the business, including sales growth, operating costs, selling and administrative expense
and other operating income and expense. We believe Adjusted EBITDA can provide a more complete understanding of our operating results
and the trends to which we are subject, and an enhanced overall understanding of our financial performance and prospects for the future.
Adjusted EBITDA is not intended to be a measure of liquidity or cash flows from operations or a measure comparable to net income or loss,
because it does not take into account certain aspects of our operating performance (for example, it excludes non-recurring gains and
losses which are not deemed to be a normal part of underlying business activities) . Our use of Adjusted EBITDA may not be comparable
to the use by other companies of similarly termed measures. Management compensates for these limitations by using Adjusted EBITDA as
only one of several measures for evaluating our operating performance. In addition, capital expenditures, which affect depreciation and
amortization, interest expense, and income tax benefit (expense), are evaluated separately by management.
40
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 Nine Months ended September 30, 2025
For the Three-Month Period ended
For the Nine-Month Period ended
September 30, 2025
September 30, 2025
(In millions)
Total
Gaming
Virtual Sports
Interactive
Leisure
Corporate
Total
Gaming
Virtual Sports
Interactive
Leisure
Corporate
Net Income/ (loss)
$ (1.9 )
$ 6.4
$ 4.9
$ 8.6
$ (0.2 )
$ (21.6 )
$ (9.8 )
$ 15.9
$ 14.4
$ 22.8
$ 1.6
$ (64.5 )
Pension charges (1)
0.3
0.3
0.8
0.8
Costs of group restructure (2)
1.7
0.7
0.5
0.5
5.4
1.3
0.5
3.6
Costs of group restatement (3)
0.1
0.1
4.1
4.1
Stock-based compensation expense (4)
1.4
0.2
0.1
0.2
0.0
0.9
4.6
0.7
0.3
0.5
0.3
2.8
Depreciation and amortization (4)
13.2
5.8
1.6
1.9
3.3
0.6
39.1
17.3
4.8
4.2
10.6
2.2
Held for sale adjustment – Impairment (7)
5.9
5.9
5.9
5.9
Interest expense net (4)
12.5
12.5
26.6
26.6
Other finance expenses / (income) (4)
(0.2 )
(0.2 )
(0.6 )
(0.6 )
Income tax (4)
(0.7 )
(0.7 )
3.0
3.0
Adjusted EBITDA
$ 32.3
$ 13.1
$ 6.6
$ 10.7
$ 9.5
$ (7.6 )
$ 79.1
$ 35.2
$ 19.5
$ 27.5
$ 18.9
$ (22.0 )
Adjusted EBITDA
£ 24.0
£ 9.7
£ 4.9
£ 7.9
£ 7.1
£ (5.6 )
£ 59.8
£ 26.7
£ 14.8
£ 20.8
£ 14.2
£ (16.7 )
Exchange Rate - $ to £ (5)
1.35
1.32
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.
41
Reconciliation
to Adjusted EBITDA by segment for the Three and nine Months ended September 30, 2024
For
the Three-Month Period ended
For
the Nine-Month Period ended
September
30, 2024
September
30, 2024
(In
millions)
Total
Gaming
Virtual
Sports
Interactive
Leisure
Corporate
Total
Gaming
Virtual
Sports
Interactive
Leisure
Corporate
Net
Income/ (loss)
$
2.8
$
3.7
$
7.4
$
5.5
$
6.9
$
(20.7
)
$
(2.2
)
$
11.5
$
23.8
$
13.4
$
8.6
$
(59.5
)
Pension
charges (1)
0.3
0.3
0.9
0.9
Cost
of Group Restructure (2)
1.8
1.2
0.6
2.8
1.5
1.3
Costs
of group restatement (3)
2.9
2.9
10.6
10.6
Stock-based
compensation expense (4)
1.8
0.1
0.1
0.1
0.2
1.3
5.7
0.5
0.3
0.3
0.4
4.2
Depreciation
and amortization (4)
11.2
4.9
1.3
1.3
3.1
0.6
31.3
12.2
4.7
3.7
9.1
1.6
Interest
expense net (4)
7.5
7.5
20.7
20.7
Other
finance expenses / (income) (4)
(0.1
)
(0.1
)
(0.3
)
(0.3
)
Income
tax (4)
1.0
1.0
(0.4
)
(0.4
)
Adjusted
EBITDA
$
29.2
$
9.9
$
8.8
$
6.9
$
10.2
$
(6.6
)
$
69.1
$
25.7
$
28.8
$
17.4
$
18.1
$
(20.9
)
Adjusted
EBITDA
£
22.4
£
7.4
£
6.7
£
5.1
£
7.9
£
(4.7
)
£
54.0
£
20.1
£
22.6
£
13.5
£
14.1
£
(16.3
)
Exchange
Rate - $ to £ (5)
1.30
1.28
Note:
Certain corporate function costs have not been allocated to the Company’s reportable operating segments because to do so would
not be practical; these are shown in the Corporate category.
Notes
to Adjusted EBITDA reconciliation tables above:
(1)
“Pension
charges” are profit and loss charges included within selling, general and administrative expenses, relating to a defined benefit
scheme which was closed to new entrants in 1999 and to future accrual in 2010. As well as the amortization of net loss, the figure
also includes charges relating to the Pension Protection Fund (which were historically borne by the pension scheme) and a small amount
of associated professional services expenses. These costs are included within Corporate Functions.
(2)
“Costs
of Group Restructure” includes redundancy costs, Payments In Lieu of Notice costs and any associated employer taxes. To qualify
as being an adjusting item, costs must be part of a large restructuring project, which will net save ongoing future costs or be in
relation to the exit of an Executive.
(3)
“Costs
of group Restatement” includes accounting advice and other related costs associated with the restatement of financial statements.
It also includes costs relating to the SEC inquiry that was concluded in January 2025. To qualify as an adjusting item, costs must
be specific to the event and be neither normal nor recurring in nature.
(4)
Stock-based
compensation expense, Depreciation and amortization, Total other expense, net and Income tax are described above in the Results of
Operations line item discussions. Total expense, net includes interest income, interest expense, change in fair value of earnout
liability, change in fair value of derivative liability and other finance income.
(5)
Exchange
rate in the table is calculated by dividing the USD Adjusted EBITDA by the GBP Adjusted EBITDA, therefore this could be slightly
different from the average rate during the period depending on timing of transactions.
(6)
“Profit
on disposal of trade & assets” — In January 2022, the Company sold its Italian
VLT business, including all terminals and other assets, staff costs and facilities and contracts
to a non-connected party, recognizing a profit on this disposal.
(7)
Held for sale adjustment – impairment – In Q3 2025, the company entered into a definitive agreement to
the sale of its UK holiday parks business and certain associated leisure assets. This includes assets held for sale measured at the lower
of carrying value or fair value less the costs to sell.
42
Liquidity
and Capital Resources
Nine
Months ended September 30, 2025, compared to Nine Months ended September 30, 2024
Nine Months ended
Variance
September 30,
September 30,
2025 to
(in millions)
2025
2024
2024
Net loss
$ (9.8 )
$ (2.2 )
$ (7.6 )
Amortization of debt fees
2.3
0.7
1.6
Change in fair value of stock-based compensation expense
4.6
5.7
(1.1 )
Impairment loss on classification as held for sale
5.9
-
5.9
Deferred income taxes
(2.8 )
-
(2.8 )
Depreciation and amortization (incl right of use assets)
42.3
34.6
7.7
Other net cash generated/(utilized) by operating activities
8.3
(14.0 )
22.3
Net cash provided by operating activities
50.8
24.8
26.0
Net cash used in investing activities
(42.2 )
(29.5 )
(12.7 )
Net cash generated/(used) by financing activities
3.4
(0.4 )
3.8
Net increase in cash classified within assets held for sale
(7.6 )
-
(7.6 )
Effect of exchange rates on cash
2.6
1.6
1.0
Net increase/(decrease) in cash and cash equivalents
$ 7.0
$ (3.5 )
$ 10.5
Net
cash provided by operating activities
For
the nine months ended September 30, 2025, net cash provided by operating activities was a $50.8 million inflow, compared to a $24.8 million
inflow for the nine months ended September 30, 2024, representing a $26.0 million increase in cash generation from operating activities.
This increase was driven primarily through the collection of receipts in the current year relating to machine sales made at the end of
the previous year and favorable timing on supplier payments.
Change
in fair value of stock-based compensation expense decreased by $1.1 million from $5.7 million to $4.6 million. All expenses related to
outstanding awards.
Depreciation
and amortization increased by $7.7 million, to $42.3 million, with increases of $5.3 million for machine depreciation, $2.4 million for
software development amortization and $0.5 million for non-machine depreciation partly offset by reductions for intangible assets and
contract costs of $0.3 million and $0.2 million respectively.
Other
net cash generated/(utilized) by operating activities increased by $22.3 million, to a $8.3 million inflow. The relative movements between
the nine months ended September 30, 2025 and the nine months ended September 30, 2024 resulted in favorable movements in accounts receivable
of $28.3 million and in accounts payable and other creditors of $23.7 million. The favorable movement in accounts receivable was due
to collection of receipts in the first half of 2025 from several significant machine hardware sales made at the end of 2024. The favorable
movements from accounts payable was due to timing of supplier payments and the timing of the roll out of machines being delivered to
Greece . These were partly offset by adverse movements in other debtors and prepayments of $19.0 million due to changes in accrued income
levels and finance lease debtors, inventory $3.2 million due to relative movements in machine levels in both the UK and the US, corporate
and other taxes $3.6 million and long term liabilities of $3.0 million.
Net
cash used in investing activities
Net
cash utilized in investing activities increased by $12.7 million, to $42.2 million during the nine months ended September 30, 2025. This
was driven by higher spend on plant, property and equipment of $12.9 million and on contract costs $1.4 million partly offset by lower
capital software spend of $1.5 million.
43
Net
cash used by financing activities
During
the nine months ended September 30, 2025, net cash generated by financing activities was $3.4 million. The refinancing of the business
in June 2025 resulted in a net generation of cash of $8.3 million which was partly offset by a $4.9 million outflow relating to finance
lease spend. During the nine months ended September 30, 2024, net cash utilized by financing activities was $0.4 million all relating
to finance lease spend.
Funding
Needs and Sources
To
fund our obligations, we have historically relied on a combination of cash flows provided by operations and the incurrence of additional
debt or the refinancing of existing debt. As of September 30, 2025, we had liquidity consisting of $36.3 million in cash and cash equivalents
and a further $24.0 million of undrawn revolver facility. This compares to $36.5 million of cash and cash equivalents as of September
30, 2024, with a further $6.7 million of revolver facilities undrawn. We had a working capital inflow of $8.3 million for the nine months
ended September 30, 2025, compared to an $14.0 million outflow for the nine months ended September 30, 2024.
The
level of our working capital surplus or deficit varies with the level of machine production we are undertaking and our capitalization
as well as the seasonality evident in some of the businesses. In periods with minimal machine volumes and capital spend, our working
capital is typically more stable. In periods where significant numbers of machines are being produced, the levels of inventory and creditors
are typically higher and there is a natural timing difference between converting the stock into sellable or capitalized plant and settling
payments to suppliers. These factors, along with movements in trading activity levels can result in significant working capital volatility.
In periods of low activity, our working capital volatility is reduced. Working capital is reviewed and managed with the aim of ensuring
that current liabilities are covered by the level of cash held and the expected level of short-term receipts.
Some
of our business operations require cash to be held within the machines. As of September 30, 2025, $7.6 million of cash was held as operational
floats within the machines. However as the Company has entered into a definitive agreement relating to the sale of the Company’s
UK holiday parks business and certain associated leisure assets, the operational floats are part of the held-for-sale asset balance and
are not included within the $36.3 million of cash and cash equivalents balance. At September 30, 2024, $6.7 million of our $36.5 million
of cash and cash equivalents were held as operational floats within the machines
Management
currently believes that the Company’s cash balances on hand, cash flows expected to be generated from operations, and the ability
to control and defer capital projects will be sufficient to fund the Company’s net cash requirements through November 2026.
Long
Term and Other Debt
(In millions)
September 30, 2025
September 30, 2024
Cash held
£ 26.9
$ 36.3
£ 26.6
$ 35.7
Revolver drawn
-
-
(15.0 )
(20.1 )
Original principal senior debt
(270.0 )
(363.5 )
(235.0 )
(315.2 )
Cash interest accrued
(8.6 )
(11.6 )
(6.6 )
(8.9 )
Finance lease creditors
(15.7 )
(21.1 )
(18.2 )
(24.4 )
Total
£ (267.4 )
$ (359.9 )
£ (248.2 )
$ (332.9 )
Note:
Table presented in GBP and USD as principle senior debt has a base currency of GBP, movements in the USD value represent foreign currency
exchange rate fluctuations.
44
Debt
Covenants
On
June 4, 2025, the group entered into a Senior Note Purchase Agreement with the facilities being issued on June 9, 2025. At the same time
the group entered into a Senior Facilities Agreement. These facilities also became available on June 9, 2025 but remained undrawn. At
this point, all previously existing debt and revolver facilities were fully repaid. Full details of the refinancing of the group and
of the terms and conditions of the new debt facilities can be found in Note 8 Long Term and Other Debt.
Under
the Note Purchase Agreement in place as of September 30, 2025, we are subject to covenant testing on the Senior Notes. The Notes Purchase
Agreement requires that the Company maintain a maximum consolidated senior secured net leverage ratio of 5.0x on the test date for the
relevant periods ending September 30, 2025, December 31, 2025, March 31, 2026, June 30, 2026, September 30, 2026, December 31, 2026 and
March 31, 2027, stepping down to 4.75x on June 30, 2027 and each relevant period thereafter (the “Notes Financial Covenant”).
The Notes Financial Covenant is calculated as the ratio of consolidated senior secured net debt to consolidated pro forma EBITDA (defined
as consolidated net income after adding back certain items including (without limitation) interest expense, taxes, depreciation and amortization
expenses and exceptional or non-recurring costs and losses and after adjusting for certain projected savings and synergies) for the 12-month
period preceding the relevant quarterly testing date and is tested quarterly on a rolling basis. The Notes Purchase Agreement does not
include a minimum interest coverage ratio or other financial covenants.
The
Senior Facilities Agreement also requires that the Company maintain a maximum consolidated senior secured net leverage ratio of 5.50x
on the test date for the relevant periods ending September 30, 2025, December 31, 2025, March 31, 2026, June 30, 2026, September 30,
2026, December 31, 2026 and March 31, 2027, stepping down to 5.25x on June 30, 2027 and each relevant period thereafter (the “RCF
Financial Covenant”). The RCF Financial Covenant is calculated as the ratio of consolidated senior secured net debt to consolidated
pro forma EBITDA (defined as net loss excluding depreciation and amortization, interest expense, interest income and income tax expense)
for the 12-month period preceding the relevant quarterly testing date and is tested quarterly on a rolling basis. The SFA does not include
a minimum interest coverage ratio or other financial covenants.
Under
the previous debt facilities, which operated up until the refinancing on June 4, 2025, we were not subject to covenant testing on the
Senior Secured Notes. We were, however, subject to covenant testing at the level of Inspired Entertainment Inc., the ultimate holding
company, on the previous RCF which required the Company to maintain a maximum consolidated senior secured net leverage ratio of 6.0x
on March 31, 2022, stepping down to 5.75x on March 31, 2023 and 5.50x from March 31, 2024 and thereafter (the “RCF Financial Covenant”).
The RCF Financial Covenant is calculated as the ratio of consolidated senior secured net debt to consolidated pro forma EBITDA (defined
as net income (loss) excluding depreciation and amortization, interest expense, interest income and income tax expense) for the 12-month
period preceding the relevant quarterly testing date and is tested quarterly on a rolling basis, subject to the Initial Facility (as
defined in the RCF Agreement) being drawn on the relevant test date. The RCF Financial Covenant does not include a minimum interest coverage
ratio or other financial covenants. These covenants have now been replaced by those of the new long term debt.
Covenant
testing at September 30, 2025 showed covenant compliance with the current debt facilities in place.
Under
the previous debt facilities, there were no covenant violations in the periods ended September 30, 2025 or September 30, 2024.
45
Liens
and Encumbrances
As
of September 30, 2025, our Senior Notes were secured by the imposition of a fixed and floating charge in favor of the lender over all
the assets of the Company and certain of the Company’s subsidiaries.
Share
Repurchases
The
Board of Directors had authorized that the Company may use up to $25.0 million to repurchase Inspired shares of common stock, subject
to repurchases being effected on or before May 10, 2025. There were
no repurchases in the nine months ended September 30, 2025. As of September 30, 2025 the Company had repurchased an aggregate of 1,193,118
shares of our common stock at an aggregate cost of $12.0 million. This plan has now lapsed.
Effective November 1, 2025 the Board authorized a
new share repurchase program permitting the repurchase, subject to repurchases being effected on or before November 30, 2028 of up to
an aggregate amount of $25.0 million of the Company’s issued and outstanding shares of common stock. There have been no repurchases
in the nine months ended September 30, 2025.
Contractual
Obligations
As
of September 30, 2025, our contractual obligations were as follows:
Less than
More than
Contractual Obligations (in millions)
Total
1 year
1-2 years
3-5 years
5 years
Operating activities
Interest on long term debt
$ 182.2
$ 36.6
$ 36.4
$ 109.2
$ -
Purchase of machines
1.3
1.3
-
-
-
Financing activities
Senior bank debt - principal repayment
363.5
-
-
363.5
-
Finance lease payments
21.2
4.9
5.4
10.9
-
Operating lease payments
16.1
5.4
3.1
4.6
3.0
Interest on non-utilisation fees
1.3
0.3
0.3
0.7
-
Total
$ 585.6
$ 48.5
$ 45.2
$ 488.9
$ 3.0
Off-Balance
Sheet Arrangements
As
of September 30, 2025, there were no off-balance sheet arrangements, as defined in Item 303(a)(4)(ii) of Regulation S-K, promulgated
by the SEC.
Critical
Accounting Policies and Accounting Estimates
The
preparation of our audited consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions.
We exercise considerable judgment with respect to establishing sound accounting policies and in making estimates and assumptions that
affect the reported amounts of our assets and liabilities, our recognition of revenue and expenses, and our disclosure of commitments
and contingencies at the date of the consolidated financial statements. On an on-going basis, we evaluate our estimates and judgments.
We base our estimates and judgments on a variety of factors, including our historical experience, knowledge of our business and industry
and current and expected economic conditions, that are believed to be reasonable under the circumstances, the results of which form the
basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. We periodically
re-evaluate our estimates and assumptions with respect to these judgments and modify our approach when circumstances indicate that modifications
are necessary. While we believe that the factors we evaluate provide us with a meaningful basis for establishing and applying sound accounting
policies, we cannot guarantee that the results will always be accurate. Since the determination of these estimates requires the exercise
of judgment, actual results could differ from such estimates.
A
description of our critical accounting estimates was provided in item 7. “Management’s
Discussion and Analysis of Financial Condition and Results of Operations” of our Annual Report on Form 10-K for the year ended
December 31, 2024. There were no changes in the determination of these estimates during the first nine months of 2025.
46
ITEM
3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
Our
principal market risks are our exposure to changes in foreign currency exchange rates.
Interest
Rate Risk
Following
the Company’s refinancing of its debt in June 2025, the external borrowings of £270.0 million ($363.5 million) are provided
at a rate per annum equal to SONIA plus a margin (based on the Company’s consolidated senior secured net leverage ratio) ranging
from 5.50% to 6.00% per annum fixed rate. Therefore, movements in rates such as SONIA will impact on the current borrowings with increases
in SONIA leading to a higher interest charge.
As
at September 30, 2025, we had £270.0 million ($363.5 million) of senior note debt subject to a floating rate interest charge that
can vary with the SONIA rate. If the floating interest rates increased by 1%, the additional interest charge would have been approximately
$1.1 million for the nine months ended September 30, 2025. If the floating interest rates increased by 5%, the additional interest charge
would have been approximately $5.6 million for the nine months ended September 30, 2025.
Up
until the refinancing of the debt in June 2025, the previous external borrowings were provided at a fixed rate. Therefore, movements
in rates such as SONIA did not impact on the borrowings and the only fluctuation that was reported was solely caused by movements in
the exchange rates between the Company’s functional currency and its reporting currency.
Foreign
Currency Exchange Rate Risk
Our
operations are conducted in various countries around the world, and we receive revenue and pay expenses from these operations in a number
of different currencies. As such, our earnings are subject to movements in foreign currency exchange rates when transactions are denominated
in (i) currencies other than GBP, which is our functional currency, or (ii) the functional currencies of our subsidiaries, which is not
necessarily GBP. To estimate our foreign currency exchange rate risk, we identify material Euro and US Dollar trading and balance sheet
amounts and recalculate the result using a 10% movement in the GBP:US Dollar exchange rate. For the trading figures the 10% movement
is based on the average exchange rate throughout the reported period and for the balance sheet figures the 10% movement is based on the
exchange rate used at September 30, 2025.
Excluding
intercompany balances, our Euro functional currency net assets total approximately $36.7 million, and our US Dollar functional currency
net assets total approximately $12.4 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 September 30, 2025, would result in favorable translation adjustments of approximately $3.1 million and $1.2 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 nine months ended September 30, 2025, were €11.2 million and
$8.7 million, respectively. A hypothetical 10% adverse change in the value of the Euro and the US Dollar relative to GBP as of September
30, 2025, would result in translation adjustments of approximately $1.1 million favorable and $0.8 million unfavorable, respectively,
recorded in trading operations.
The
majority of the Company’s trading is in GBP, the functional currency, although the reporting currency of the Company is the US
Dollar. As such, changes in the GBP:USD exchange rate have an effect on the Company’s results. A 10% weakening of GBP against the
US Dollar would change the trading operations results favorably by approximately $1.3 million and would result in unfavorable translation
adjustments of approximately $6.0 million, recorded in other comprehensive loss.
For
further information regarding the new external borrowings, see Note 8 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 principal executive officer and our principal financial
officer (together, the “Certifying Officers”), or persons performing similar functions, as appropriate, to allow timely decisions
regarding required disclosure.
47
Under the supervision and with the participation of our management, including
our 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 13a15(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 September 30, 2025, due to the
material weaknesses described in Item 9A of the Company’s 2024 Form 10-K.
Management made significant
progress towards remediation in 2025 and anticipates continued progress. This included the development and enhancement of processes and
controls in all business cycles under SOX 404 and IT General Controls along with continued documentation of key U.S. GAAP accounting policy
updates and automation and streamlining of processes in critical accounting areas. Management also increased staffing levels in
both the Finance and IT departments to strengthen our internal controls and support ongoing process improvements.
Management has been implementing,
and continues to implement, measures designed to ensure that control deficiencies contributing to the material weaknesses are remediated,
such that these controls are designed, implemented, and operating effectively. The remediation actions include: (i) Ongoing training and
education provided to control owners concerning the principles and requirements of each control; (ii) Developing and maintaining a robust
Risk & Control Matrix alongside detailed process flows and process narratives reviewed and updated periodically for each reporting
cycle; (iii) Implementing standardized control templates to ensure all control attributes are met each time a control operates; (iv) A
new Governance Risk and Compliance tool to manage SOX compliance is being launched in Q4 2025; (v) Enhanced quarterly reporting on the
remediation measures to the Audit Committee of the Board of Directors; (vi) implementation of automated revenue billing systems and further
system and reporting improvements across multiple cycles.
Based on preliminary testing,
management is confident that the Material Weaknesses are substantially remediated. The weaknesses will not be considered fully remediated,
however, until the applicable controls operate for a sufficient period of time and management has concluded, through testing, that these
controls are operating effectively. Management has continued to make significant progress in implementing the remediation plan for the
material weakness identified as of December 31, 2024. While remediation efforts are ongoing, management anticipates that the related systems
and controls could be remediated by year-end 2025, subject to successful completion of further testing and the evaluation of their operating
effectiveness. However, there can be no assurance management will be successful in its efforts or in achieving full remediation within
the anticipated timeframe, given the extent of the efforts that remain.
Notwithstanding the prior year identified material weaknesses and the ongoing
development and remediation in 2025 and management’s assessment that our disclosure controls and procedures were not effective at
the reasonable assurance level as of September 30, 2025, management believes that the interim consolidated financial statements and footnote
disclosures included in this Quarterly Report on Form 10-Q fairly present, in all material respects, our financial condition, results
of operations, cash flows and disclosures as of and for the periods presented in accordance with generally accepted accounting principles.
There were no changes in our internal control over financial reporting (as such term is defined in Rules 13a-15(f) and 15d-15(f) under
the Exchange Act) during the most recent fiscal quarter that have materially affected, or are reasonably likely to materially affect,
our internal control over financial reporting other than the control changes to remediate previously identified material weaknesses.
Changes
in Internal Control over Financial Reporting
Other
than the control changes to remediate previously identified material weaknesses, there were no changes in our internal control over financial
reporting (as such term is defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) during the most recent fiscal quarter that
have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
48
PART
II - OTHER INFORMATION
ITEM
1. LEGAL PROCEEDINGS
From
time to time, the Company is involved in legal matters arising in the ordinary course of business. While the Company believes that such
matters in which it is currently involved are not material, there can be no assurance that such matters, or other legal matters, will
not have a material adverse effect on its business, financial condition or results of operations.
ITEM
1A. RISK FACTORS
Our
business is subject to a high degree of risk. You should carefully consider the risk factors discussed in Part I, Item 1A of our 2024
Form 10-K. Any of these risks could materially and adversely affect our business, operating results, financial condition and prospects,
and cause the value of our common stock to decline, which could cause investors in our common stock to lose all or part of their investments.
ITEM
2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
None.
ITEM
3. DEFAULTS UPON SENIOR SECURITIES
None.
ITEM
4. MINE SAFETY DISCLOSURES
Not
applicable.
ITEM
5. OTHER INFORMATION
During
the three months ended September 30, 2025, none of our officers or directors, as defined in Rule 16a-1(f) under the Securities Exchange
Act of 1934, as amended, adopted ,
modified , or terminated a “Rule 10b5-1
trading arrangement” or a “non-Rule 10b5-1 trading arrangement,” as defined in Item 408 of Regulation S-K.
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
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.
49
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:
November 5, 2025
/s/
A. Lorne Weil
Name:
A.
Lorne Weil
Title:
Executive
Chairman
(Principal
Executive Officer)
Date:
November 5, 2025
/s/
James Richardson
Name:
James
Richardson
Title:
Chief
Financial Officer
(Principal
Financial and Accounting Officer)
50
Text extracted from the filing as submitted to EDGAR. Formatting, tables and exhibits are simplified for reading; the original document is authoritative for anything you rely on.