Item 1. Business
ITEM
1. BUSINESS.
Overview
Inspired
Entertainment, Inc. (the “Company”, “Inspired”, “we” or “us”) is a global gaming technology
company, supplying content, platform and other products and services to licensed online and land-based lottery, betting and gaming operators
worldwide through a broad range of distribution channels, 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 customers operating digital channels, on aggregator platforms, and in licensed betting offices, adult
gaming centers, pubs, bingo halls and motorway service areas for our customers operating land-based venues.
Our
customer base includes licensed lotteries, sports bookmakers, operators of gaming and bingo halls, casinos, online operators, adult
gaming centers, pubs and motorway service areas. Some of our key customers include William Hill, SNAI, Sisal, Betfred, Paddy Power,
Betfair, Jenningsbet, Corbett Bookmakers, Genting, bet365, Sky Bet, the Greek Organisation of Football Prognostics S.A. (OPAP.),
Entain, DraftKings, FanDuel, the Pennsylvania Lottery, the Alberta Gaming, Liquor and Cannabis (“AGLC”), the Western
Canada Lottery Corporation (“WCLC”), Moto, Welcome Break, Buzz Bingo, Mecca Bingo, JD Wetherspoon, Merkur Slots and Luxury
Leisure. Geographically, 69% of our revenue for the year ended December 31, 2025 was generated from our United Kingdom
(“UK”) operations, with the remainder generated from Greece, North America and the rest of the world. Our products are
designed to operate within applicable gaming, virtual sports and lottery regulations.
We
conduct business across different jurisdictions, of which the UK, Italy and Greece have historically contributed the most significant
recurring revenue. Since 2021, we have begun to conduct a meaningful amount of business in regulated North American markets and states.
We are licensed or certified (as applicable) by the Gambling Commission in the UK, (the “UK Gambling Commission”), the Hellenic
Gaming Commission in Greece, and registered with L’Agenzia delle Dogane e dei Monopoli (“ADM”) in Italy. We are licensed
by regulators in other jurisdictions such as the Malta Gaming Authority (Malta), the Licensing Authority of Gibraltar (Gibraltar), the
Alderney Gambling Control Commission (Channel Islands), the Belgian Kansspel Commissie (Belgium), Oficiul National pentru Jocuri de Noroc
(Romania), Spelinspektionen, the Swedish Gaming Authority (Sweden), Ministerio de Comercio Exterior y Turismo (MINCETUR) in Peru, and
we hold licenses with the U.S. states of Connecticut, Illinois, Michigan, Delaware, New Jersey, Oregon, Pennsylvania, and West Virginia,
and the Canadian provinces of Alberta, Nova Scotia, Manitoba, Quebec, Ontario and Saskatchewan.
We
are headquartered in the U.S., with principal operating facilities located in the UK and India. As of December 31, 2025, we had approximately
1,020 employees, approximately 920 of whom were full-time. We generated total revenue of $304.1 million and adjusted earnings before
interest, taxes, depreciation and amortization (“Adjusted EBITDA”) of $111.4 million for the year ended December 31, 2025.
The
Company’s common stock is listed on the NASDAQ Capital Market under the symbol INSE. The Company had an equity market capitalization
of approximately $251.5 million as of December 31, 2025 (based upon a closing stock price of $9.36 on December 31, 2025).
The
Company uses the British Pound as its functional currency for reporting purposes. Our results are affected by changes in foreign currency
exchange rates as a result of the translation of foreign functional currencies into our reporting currency and the re-measurement of
foreign currency transactions and balances. The impact of foreign currency exchange rate fluctuations represents the difference between
current rates and prior-period rates applied to current activity. The geographic region in which the largest portion of our business
is operated is the UK and the British pound (“GBP”) is considered to be our functional currency. Our reporting currency is
the U.S. dollar (“USD”). Our results are translated from our functional currency of GBP into the reporting currency of USD
using average rates for profit and loss transactions and applicable spot rates for period-end balances. The effect of translating our
functional currency into our reporting currency, as well as translating the results of foreign subsidiaries that have a different functional
currency into our functional currency, is reported separately in Accumulated Other Comprehensive Income
Certain
product and company names referred to herein are trademarks™ or registered® trademarks of their respective holders.
Our
Products
We
operate in four business segments: Gaming, Virtual Sports, Interactive and Leisure, as further described below.
1
Gaming
Segment
Our
Gaming segment supplies gaming terminals, gaming software and/or games content for terminals located in Licensed Betting Offices (“LBOs”),
casinos, gaming halls and adult gaming centers (“AGCs”). We either supply products that utilize our Server Based Gaming (“SBG”)
technology to supply gaming content to our customers’ global land-based gaming venues, available on approximately 38,000 terminals,
or we may deploy our games or game assets on terminals which are purchased from us outright, or licensed for use on third-party platforms.
Our
games or game assets are currently deployed on approximately 50,000 terminals.
Because
our SBG products are fully digital, they interact with a central server and are provided on a “distributed” basis, which
allows us to access a wide geographic footprint through remote networks.
Our
SBG game portfolio includes a broad selection of popular omni-channel slots titles including Gold Cash Free Spins™, Golden Winner™,
Cops n Robbers Big Money and the Cash Bank family of games which include Big Piggy Bank™ and Wolf it Up!, offering a premium player
experience across multiple platforms. These games offer users a wide range of volatilities, return-to-player and other special features.
We also offer a range of more traditional casino games through our SBG network, such as roulette, blackjack and numbers games.
We
distribute games to devices through different game management systems (“GMS”), each tailored to a specific operator or sector.
Our CORE™ GMS is designed for distributed street-gaming sectors and uses Inspired cabinets in combination with gaming content from
Inspired, as well as a wide portfolio of content from independent game developers. CORE-CONNECT is our American Gaming Association G2S
standard-based video lottery terminal (“VLT”) GMS, currently deployed in the Greek VLT sector and North America. Our SBG
products comply with all requirements in the UK (B2/B3), Italy (6B), Greece (G2S) and various locations in North America such as Illinois
(G2S), Alberta (AGLC), and Western Canada (WCLC).
Our
SBG terminals in the UK account for a material portion of all SBG terminal placements, and we offer over 100 games for play across this
portfolio. We are also a material supplier to customers in Greece and Italy. Over the past few years, we have grown our business in North
America where we have sold products in Illinois, the Western Canada Lottery Corporation (“WCLC”) and the Alberta Gaming Liquor
& Cannabis Commission (“AGLC”). We offer SBG terminals such as Vantage ®, Flex4k curved screen, Valor™, Prismatic™,
Valiant ™, and Velos, our ETG product, each offering a different size or configuration terminal, including certain graphics, technology,
and features.
As
of December 31, 2025, we had a total installed base of approximately 35,000 gaming terminals, which were operated under participation-based
or fixed rental-based contracts. We generate revenue typically by participating in the gross revenue generated from each machine, and
therefore, both we and our customers benefit from the introduction of new game content, which can drive growth.
Additionally,
we earn revenue through the sale of terminal units. During 2025, we sold approximately 5,500 units, an increase over the previous
year of approximately 2,300 units. This increase arose due to an opportunity that we do not expect to be recurring in nature. Of the
2025 overall sales value, 88% was attributed to the UK, and 12% was attributed to sales from North America. With our
participation-driven business model, approximately 87% of service revenue for our Gaming segment was recurring in nature in 2025 and
derived under long-term contracts.
For
the year ended December 31, 2025, our Gaming segment generated revenue and Adjusted EBITDA of $112.3 million and $55.0 million, respectively,
as compared to the year ended December 31, 2024, during which we generated $110.6 million and $45.3 million in revenue and Adjusted EBITDA,
respectively.
Virtual
Sports Segment
Our
Virtual Sports business designs, develops, markets and distributes products that create an always-on sports wagering experience in betting
shops and other locations and online. Our Virtual Sports product comprises a complex software and networking package that provides fixed-odds
wagering on ultra-high definition, computer-rendered simulations of sporting events such as soccer, football or basketball. This product
enables players to place bets on simulated sporting events, without being bound to live event schedules. We have developed this technology
using advanced motion capture techniques and a TV and film graphics team to create highly realistic simulations.
We
believe we are among the most innovative suppliers of Virtual Sports gaming products worldwide. Our diverse portfolio of sports and
numbers-based games is available in approximately 25,000 retail venues and through multiple online platforms. We have operations
across over 25 gaming jurisdictions worldwide, including the UK, Italy, Greece, Brazil, Turkey, Morocco, and the U.S and have most
recently launched in the state of Virginia.
2
Our
Virtual Sports portfolio includes titles such as V-Play Soccer™, V-Play Women’s Soccer™, V-Play Football™, V-Play
Basketball™, and V-Play Baseball™, along with greyhound racing, horse racing, tennis, motor racing, cycling, cricket, speedway,
golf and darts. Furthermore, we have licensing agreements for the use of sports brands, and associated marks or trade-dress archival
footage, or a combination of the foregoing, including a partnership with the National Basketball Association (“NBA”), and
the National Hockey League (“NHL”), and, pursuant to our licensing arrangements with Aristocrat Gaming, the National Football
League (“NFL”). During 2025, we continued to enhance our core Virtual Sports offerings, including V-Play Soccer, through
ongoing technology and gameplay improvements such as Soccer 3.6 , which is designed to improve visual quality, realism and player
engagement. In addition to these traditional sports simulations, we are diversifying our Virtual Sports offering through the development
of new product formats, including Fortune Flyer , an upcoming virtual racing-style game, as part of our efforts to broaden the
appeal and long-term evolution of the portfolio.
Our
customers include some of the largest operators in lottery, gaming and sports betting globally. We are contracted to supply Virtual Sports
to mobile and online operators across key regulated markets, including the United Kingdom, Ireland, Italy, Greece and Poland; the U.S.
states of Nevada, Pennsylvania, New Jersey, West Virginia and the District of Columbia; Gibraltar and other regulated markets in Europe.
We also supply customers based in Ontario, Turkey and Morocco. Our technology is adaptable to sports betting, lottery, and gaming environments,
making it accessible to a wide range of customers in both public and private sectors.
Our
Virtual Sports events are available to millions of customers worldwide, through retail, online and mobile platforms, many of which are
available 24/7. We offer multiple hosting solutions tailored to customer needs, including our proprietary Virtual Plug and Play (“VPP”)
turnkey solution for online and mobile platforms, and are available on certain aggregator platforms such as Altenar, Kambi, and others.
Additionally, our cloud-based XML sportsbook integration enables fully hosted and managed Virtual Sports solutions for customers seeking
seamless product delivery.
Virtual
Sports products are predominantly offered under participation-based commercial arrangements, whereby Inspired receives a share of gaming
revenue generated by the content, together with upfront software licensing fees, integration fees, hosting fees or a combination thereof.
As a result of this recurring revenue model, approximately 94% of Virtual Sports segment revenue is generated under long to medium-term
contracts, with a typical contract duration of three years.
For
the year ended December 31, 2025, the Virtual Sports segment generated revenue of $36.6 million and Adjusted EBITDA of $26.8 million,
compared to revenue of $45.4 million and Adjusted EBITDA of $36.1 million for the year ended December 31, 2024. The year-on-year performance
reflects, among other things, regulatory and tax developments in Brazil. Inspired continues to progress initiatives to diversify the Virtual Sports customer
base, expand market reach and broaden delivery channels, notably through partnerships with Altenar, Kambi, and other platforms.
Interactive
Segment
Our
Interactive segment develops and distributes interactive-only content, in the form of games hosted on remote gaming servers. This enables
online gaming operators to offer Inspired’s content across online and mobile platforms worldwide.
The
Interactive portfolio comprises a broad range of random number generated casino content, including feature-rich bonus games,
European-style casino games, free spins and table games, incorporating well-known first and third-party brands. Notable titles
include a range of Cops n’Robbers , Gold Cash, and the Cash bank games Wolf it Up! and Big Piggy Bank . Further to
this a key success story is that of Golden Winner Grand Chance that has gone on to win “Slot Game of the Year” at
the 2026 European iGaming Awards. Inspired continues to release multiple new titles each month, which can be seamlessly deployed
across the full estate of operators and aggregators through our Virgo Remote Gaming System (“Virgo RGS™”). During
2025, our games were available on over 500 websites across regulated European and North American jurisdictions, including New
Jersey, Michigan, Pennsylvania, Connecticut, Alberta, West Virginia, Ontario and Quebec, as well as additional growth
markets.
Virgo
RGS™ is integrated with a wide range of leading online gaming operators, including Flutter, Entain, bet365, Evoke, Gamesys, Kaizen,
and Betfred. In North America, Inspired’s Interactive content is live with major operators including BetMGM, DraftKings Group,
Caesars, FanDuel, Rush Street Interactive, and Loto Québec.
Our
Interactive segment includes Hybrid Dealer, a unique iGaming format that merges high-definition pre-recorded live dealer footage with
RNG-based outcomes. This innovative format creates a rich, immersive environment that’s fully brandable, always on, and free from
the complexities and expenses of live studio operations. During 2025, we continued to support the rollout of Hybrid Dealer gameshows
and table games with select operators, and we believe it enhances our ability to offer differentiated content across regulated markets.
3
Interactive
products are predominantly offered under participation-based commercial arrangements, whereby Inspired typically receives a percentage
of the net gaming revenue generated by its content. For the year ended December 31, 2025, the Interactive segment generated revenue of
$58.6 million and Adjusted EBITDA of $40.6 million, compared to revenue of $39.3 million and Adjusted EBITDA of $25.6 million for the
year ended December 31, 2024.
Adjusted
EBITDA margins within the Interactive segment remain strong, reflecting the low incremental cost base associated with deploying additional
content across an established operator network. However, margin expansion continues to be influenced by regulatory and tax developments
in certain jurisdictions. This includes regulatory measures in markets such as the United Kingdom in the form of mandatory levies on
gross gambling yield (“GGY”), with pressure expected to continue as the UK government has enacted legislation to introduce
a new Remote Betting and Gaming Duty of 40% from April 2026, increasing from the current rate of 21%.
Leisure
Segment
We remain a supplier of
gaming terminals and amusement machines to the Leisure and Hospitality sectors but, following the sale of our holiday parks and
certain associated leisure assets to Genda, Inc, a Tokyo-listed entity, are no longer servicing the holiday parks sector. We have
transitioned a number of pub customers to a new operating model using a less capital-intensive approach, and one in which we refocus
on content and machine supply, moving away from servicing and collections activities. As of December 31, 2025, we supplied and operated over 5,800 gaming terminals located in pubs, bingo
halls, and adult gaming centers. We also service approximately 2,800 gaming terminals under maintenance only contracts. The
increasing majority of gaming terminals we operate are server based, allowing us to distribute content supplied by our “in
house” design studios as well as some of the most popular content titles from our strategic partners.
Our
main customer in this segment includes the large pub operator JD Wetherspoons. In the Bingo sector, we supply gaming terminals and
services to Buzz Bingo and Mecca Bingo. We supply gaming terminals and services to motorway service providers, Moto and Welcome Break. We no
longer serve airports or operate any of our own adult gaming centers.
Overall,
our Leisure segment had, as of December 31, 2025, an installed base of approximately 5,500 terminals, which were operated primarily under
participation-based contracts. We generate revenue by participating, typically as a function of gross revenue from each machine, in a
percentage of volumes generated by these machines. Because we participate in our customers’ revenue under such contracts, we are
aligned with our customers in benefiting from the introduction of our new content, which can drive growth in the win per unit per day
of our installed base. Additionally, we earn revenue through the sale of units, as well as a fixed daily fee for certain of our installed
units. With our participation-driven business model, approximately 97% of revenue for our Leisure segment is recurring in nature and
derived under long-term contracts. We installed over six hundred Vantage Cat C cabinets to our Pubs estate during the year and we have
successfully renewed or extended contracts with Moto Hospitality, Buzz Bingo and Mecca Bingo.
For
the year ended December 31, 2025, our Leisure segment generated revenue and Adjusted EBITDA of $96.6 million and $21.2 million respectively,
as compared to the year ended December 31, 2024, during which we generated revenue and Adjusted EBITDA of $101.8 million and $23.3 million,
respectively.
Our
Strengths
We
believe key factors that give us an advantage in the gaming technology space include:
4
Established
presence across multiple Product Verticals
We
have a substantial installed base, including over 32,000 digital terminals in the Gaming segment located across key jurisdictions in
the UK, Greece and Italy, with approximately 12,800 terminals installed in UK Licensed Betting Offices and approximately 9,100 terminals
installed in Greek venues. In our Leisure segment, we supply and operate an installed base of approximately 5,500 gaming terminals (including
approximately 2,800 gaming terminals under maintenance only contracts) to pubs, bingo
halls and adult gaming centers. We have content and products in our Virtual Sports segment, which offers a wide range of sports and numbers
games through approximately 25,000 retail venues as well as through various online channels. Our Virtual Sports gaming products are available
in a number of jurisdictions worldwide, including the UK, Italy, Greece, Morocco, Turkey and the U.S., our customers being many of the
largest operators of lottery, gaming, and betting operations worldwide. Additionally, our Interactive segment provides a wide range of
iGaming content to large operators primarily marketing to customers located in the UK, Italy, Greece and North America, as well as several
other regulated countries across Europe through over approximately 500 websites.
Highly
Diversified Business Underpinned by Longstanding Customer Relationships
We
operate in several business segments and geographic locations that provide a diversified revenue and cash flow stream that has proven
to be resilient under various economic environments. While our Gaming segment has represented the largest proportion of our revenue in
each of the last three years, our Interactive segment represents substantial growth opportunity together with our virtual sports in Latin
America. Additionally, we continue to expand in high growth markets, such as North America, which are expected to drive further geographic
diversification across business segments. We have over 700 customers, including major lottery, sports betting and gaming operators (both
interactive and location-based) within regulated sectors worldwide, which we supply either directly or via aggregator platforms. Many
of our customer relationships in the UK and Europe are long-standing and in excess of 10 years. We expect that our diverse customer base
will afford us opportunities to sell incremental products to certain of these customers in the future.
Substantial
Recurring Revenue Supported by Long-Term Participation-Based Contracts
We
believe our robust recurring revenue business model will drive our performance and free cash flow generation. For the year ended December
31, 2025, our recurring revenue, which included revenue generated from participation-based contracts and licensing arrangements, represented
approximately 92% of total revenue, as compared to approximately 86% of total revenue for the year ended December 31, 2024. Our content
and products, which are provided primarily pursuant to long-term contracts, are essential to generating revenue for our customers and
satisfying the demand of our end users. Our long-term contracts typically have an initial duration of three to five years depending on
the business segment and the customer and, over the last three years, we have successfully renewed the significant majority of expiring
contracts with key customers in our Gaming, Virtual Sports and Interactive segments.
Proprietary
Technology and Track-Record of Strong Content Development
We
are dedicated to being at the forefront of our industry in terms of technology and innovation. We combine complementary expertise in
technology and operations, positioning us as a provider of superior content and technical solutions. As of December 31, 2025, we held
approximately 25 patents or pending patent applications and approximately 390 trademarks worldwide. We focus our product development
efforts on emerging content and technology trends, utilizing a combination of customer research, design experience and engineering excellence.
We are committed to developing innovative products for our customers and are focused on improving player entertainment and customer profitability.
We
believe convergence trends in the gaming industry emphasize the importance of proprietary content, including licensed content. Such content
is needed to successfully promote a compelling game offering across multiple platforms and to develop distinctive products for operator-clients.
Our proprietary content drives engagement across gaming platforms. Our full suite of high-quality gaming products, services and multichannel
distribution capabilities, extensive traditional content library, sizeable installed gaming machine base and deep relationships with
operator-customers help make us an attractive partner for potential licensors of branded content.
5
Our
Interactive business has expanded rapidly, with revenue growing at an approximate compound annual growth rate of 53% on a functional
currency at constant rate basis between 2019 and 2024. We believe this growth has been driven, in part, by our content library of over
340 games. Many of our recent game launches, including Gold Cash Free Spins™, Golden Winner™, Cops n Robbers Big Money
and the Cash Bank family of games which include Big Piggy Bank™ and Wolf it Up!, have been omni-channel, offering a premium player
experience across multiple platforms – though, unlike our older games, they originated online and, once proved successful, were
migrated to retail platforms.
Our
Virtual Sports products offer a wide range of betting markets and what we consider to be superior graphics. Our Virtual Sports revenue
has achieved high EBITDA margins, while providing an attractive recurring revenue base.
Positioned
To Benefit From Key Market Trends
With
our proprietary digital gaming platform and content comprising an end-to-end product offering and our multi-channel capabilities and
robust relationships across the client spectrum, we believe we are well-positioned to benefit from emerging gaming sector trends, including
growth stimulated by liberalization of government gaming regulations, the emergence of multi-channel offerings and the increasing importance
of proprietary content.
Our
multi-channel offerings are well-positioned to benefit from the prevalence of smart phones and tablets and the legalization of online
gaming in certain parts of the United States, Canada, Brazil, LATAM more generally, South Africa and other jurisdictions. Such jurisdictions
have provided new growth opportunities for gaming, interactive, sports and lottery operators through the introduction of new channels
and portals for delivering games and content to customers. This supplements the existing broad-based online gambling market across Europe.
Our multi-channel solutions and customer relationship management capabilities position us to take advantage of new opportunities to extend
our gaming solutions across different channels for our customers to reach new players, expand the player demographic base and access
players wherever they are whenever they want to play. Our technology extends engagement for existing players and has the capability to
reach new player segments. This and other technology help position us for future online real-money gaming opportunities by offering play-for-fun
online gaming options in jurisdictions where online real-money gaming may be legalized in the future.
Government
initiatives, such as the legalization of casino operations in new jurisdictions, increases in the number of casinos allowed to operate
in a given jurisdiction and the legalization of new products, have helped stimulate growth in the gaming market. In the United States,
legislative change has led to a slow increase in the legalization of sports betting or online gaming even as several states move towards
banning or clarifying their legal position as it pertains to sweepstakes, regulating prediction markets, and Maine recently became the
eighth U.S. state to legalize online casino gaming.
Experienced
Management Team
Our
seasoned management team is led by our Executive Chairman, Lorne Weil, who is known as a gaming industry innovator and whose past leadership
includes growing a diversified global gaming technology company both organically and through extensive acquisitions and joint ventures
further bolstering the business. In addition to Mr. Weil, who is also our principal executive officer, our management team includes Brooks
H. Pierce, our President and Chief Executive Officer; James Richardson, our Executive Vice President and Chief Financial Officer; and
Simona Camilleri, our Executive Vice President and General Counsel. Our management team has broad and deep experience in the gaming industry,
working with lotteries, casino operators, betting and gaming platforms, content suppliers and online operators. The members of the management
team between them have decades of experience in the gaming industry, including relationships with suppliers and customers around the
world, helping them build and sustain revenue growth and achieve strategic objectives. The finance team is further supported by Craig Wilson as Vice President of Finance and Accounting, who has requisite
experience to support in US GAAP.
6
Our
Strategy
We
seek to deliver innovative and differentiated products that provide value to our customers and exciting experiences to their players
in multiple jurisdictions throughout the world while achieving long-term growth in revenue, profit and cash flow. We place great emphasis
on developing creative and wide-ranging solutions, in terms of digital content and play that deliver and sustain superior performance
through operators across online, mobile and location-based channels. Our technology often allows us to update our games and operating
software remotely, keeping pace with evolving customer and regulatory requirements affecting game software, security, features, reporting,
interoperability and in-built technology. We seek to achieve these goals as we:
Extend
our positions in each of the sectors in which we operate by developing new content and products which can often be utilized across multiple
distribution channels.
We
continually invest in new content and product development and delivery channels in each of the business segments in which we operate,
believing these to benefit our existing and prospective customers. Our approach seeks to distribute our content across a wide range of
channels, sectors, protocols and regulatory standards, on a cost-efficient basis. We have continued to focus on channels where we believe
there is considerable growth available – especially in our digital businesses. We believe our technological approach allows us
to quickly adapt to changes in player preferences and trends, and to comply with applicable laws.
Continue
to invest in content, technology and delivery channels in order to grow our existing customers’ revenue and penetrate new customers
in our existing markets.
Over
recent years, a significant portion of our annual revenue has been recurring in nature and generated pursuant to long-term customer contracts.
Under these arrangements, our revenue generally increases in line with the growth of our customers’ gaming revenue derived from
our content and products. We work closely with our customers to support the optimization of their operations and to help drive growth
in revenue generated from our offerings, which in turn benefits our business.
To
support this strategy, we continue to invest in the development of new content and technology solutions designed to enhance and refresh
our customers’ offerings by providing players with new forms of entertainment. As our content achieves demonstrated commercial
success, we seek to deploy such content across a broader customer base that recognizes its value and performance. We believe that continued
investment in content development is a critical component of our long-term growth strategy, and we intend to maintain this focus across
each of the business segments in which we operate.
Add
new customers, or extend our collaboration with existing customers, by expanding into new markets.
We
believe that our historical growth has been driven by expansion into new geographic markets, supplemented by increased market penetration
within existing jurisdictions. Our strategy continues to focus on select North and South American markets across our Gaming, Virtual
Sports, Lottery and Interactive segments, where we believe opportunities for expansion may exist, subject to applicable regulatory frameworks
and market conditions.
We
believe that North America represents an attractive gaming market in which we currently have more limited participation and a
comparatively lower market share. While competition in this region is significant and regulatory requirements vary by jurisdiction, we
believe our products and content offerings are well positioned and offer opportunities for growth.
We
continue to pursue opportunities in Brazil consistent with our broader strategy, including the deployment of further localized content
offerings. Our ability to expand in Brazil remains subject to ongoing regulatory developments, competitive taxation levels, supplier
and other licensing requirements and commercial execution.
We
also believe that additional growth opportunities may arise in other Latin American jurisdictions over time as regulatory frameworks
continue to evolve. However, the timing, scope and commercial impact of any such opportunities remain uncertain and dependent on regulatory
authorization, market acceptance and competitive dynamics.
Pursue
targeted mergers and acquisitions to expand our product portfolio and distribution footprint.
In
addition to growing our business organically, we have pursued, and continue to pursue, merger and acquisition opportunities that we believe
will help strengthen and scale our operations and take further advantage of our competitive position as a distributor of content and digital services. Our management
team shares a combination of operating, investing, financial and transactional experience that we believe will serve the Company well
as it seeks to identify opportunities for value-adding acquisitions to negotiate and close on potential acquisition transactions.
7
Industry
Overview
We
operate within the global gaming and lottery industry. Global gaming and lottery growth has been resilient in the face of economic cycles
over the last decade. According to the H2 Database, the global gaming and lottery industry has grown at an estimated 5% compounded annual
growth rate from 2015 to 2025.
During
this period, the digital online and mobile gaming and lottery sectors have grown at a faster pace than the industry as a whole. According
to the H2 Database, these industry sectors have grown at an estimated 17% compounded annual growth rate from 2015 to 2025, driven by
rapid growth in the deployment of digital games and technologies, including many of our products, into land-based venues in the primary
sectors in which we operate, where regulators have supported the transition to digital, online and retail channels. According to the
H2 Database, the total global gaming and lottery industry is projected to grow an average of 6% per year from 2025 to 2030 driven by
the projected growth in mobile and online gaming.
As
a gaming and lottery business-to-business supplier focused on digital products and technologies, we believe we are well positioned to
benefit from the broader global digital and mobile trends further described below.
Influencers
of Digital Adoption
We
believe the digital segment of the global gaming and lottery industry will continue to grow, including as a result of the following factors:
Governments:
Opening of new gaming territories . Many national, state and local governments in developed economies across Europe, Latin America
and North America continue to face structural budgetary pressures, driven by elevated public-sector debt, rising social and healthcare
expenditures, inflationary cost pressures and, in some cases, slower economic growth. At the same time, regulators in a number of jurisdictions
are increasingly focused on addressing the growth of unregulated or illegal gaming activity, including offerings provided through offshore
or remote channels.
As
a result, the regulation and taxation of gaming and lottery activities are, in certain jurisdictions, viewed as potential mechanisms
to generate incremental public revenue while increasing consumer protection and regulatory oversight. Regulatory responses vary by jurisdiction.
In some cases, liberalization efforts may support the development or expansion of large, destination-based casino resorts. In other jurisdictions,
regulatory frameworks may emphasize smaller, distributed gaming (“EDGE”) venues that combine lottery, gaming and sports betting
with regulated remote or digital gaming offerings.
The
scope, timing and structure of any such regulatory developments remain subject to political, economic and social considerations, and
there can be no assurance that regulatory changes, if adopted, will result in material market expansion or favorable commercial outcomes
for industry participants.
Digital
Multi-Channel Offerings: Replacement of legacy analog machines with larger volume of smart digital devices, both interactive and location
based . As certain gaming markets mature, governments and regulatory authorities in a number of jurisdictions have adopted, or
are considering adopting, regulatory frameworks that support or require modernization of existing terminal bases, including enhanced
connectivity, data reporting, security and responsible gaming features. These regulatory initiatives are often intended to improve regulatory
oversight, operational efficiency, player protection and tax collection, and may facilitate integration between land-based and remote
gaming channels. However, the timing, scope and commercial impact of such modernization efforts vary significantly by jurisdiction and
remain subject to regulatory approvals, funding constraints, technical standards and market conditions.
Smartphones
and Mobile Devices: Rapid adoption of gaming and lottery applications on growing volume focus on smaller distributed gaming (“EDGE”)
venues with lottery, gaming and sports betting, combined with online or mobile gaming and betting.
In
certain sectors, mobile play on sports betting and gaming now exceeds such play on personal computers. According to the H2 Database,
mobile gaming revenue in such sectors exhibited a 23.0% compounded annual growth rate between 2015 and 2025. Mobile gaming and lottery
are now expanding in other sectors, and mobile play has recently been approved in other sectors for gaming or lottery.
We
believe digitally networked gaming and lottery technologies may provide operational efficiencies for our customers by enabling centralized
and remote management of certain functions with limited disruption to existing operations. Digital platforms can increase flexibility
in deploying and modifying game offerings, support targeted and seasonal content strategies, and allow new games to be introduced more
efficiently than on legacy terminals.
In
addition, digital operations may support a greater number of games per terminal, facilitate testing of new content and suppliers through
open interfaces, and reduce on-site maintenance requirements, which may improve terminal uptime and extend useful lives. The realization
of these benefits depends on regulatory approvals, customer adoption, technical implementation and operating conditions.
8
Regulatory
Framework
We
conduct business in a number of different jurisdictions, of which the UK, Italy and Greece have historically contributed the most
significant recurring revenue. The gaming regulator responsible for our activities in the UK is the Gambling Commission. In Italy,
the operation of gaming machines and remote gaming is regulated by L’Agenzia delle dogane e dei Monopoli (“ADM”). In
Greece, the operation of gaming machines and remote gaming is regulated by the Hellenic Gaming Commission. In addition, we are licensed
or certified (as applicable) in a number of other jurisdictions by regulators such as the Malta Gaming Authority, His Majesty’s
Government of Gibraltar, the Alderney Gambling Control Commission, the Belgian Kansspel Commissie, Romania – Oficiul National pentru
Jocuri de Noroc, Autorité Des Marchés Financiers (Quebec), Nova Scotia Alcohol, Gaming, Fuel and Tomabbo Division, Saskatchewan
Liquor and Gaming Authority, Alcohol and Gaming Commission (Ontario), Ministerio de Comercio Exterior y Turismo (MINCETEUR) in Peru and
state regulators in various jurisdictions in the United States such as New Jersey, Pennsylvania, Michigan, Illinois and others.
United Kingdom
In
the British sector, we supply and distribute Category B3 gaming machines (with maximum betting stakes for players of £2),
Category C gaming machines, Category D gaming machines and Electronic Table Games (“ETG”) machines to third parties who are licensed to
operate such machines in bricks-and-mortar premises. We also supply virtual sports software to local retail venues and virtual
sports and interactive content to online operators who are licensed to target the British sector. The provision of our products and
services in relation to the British sector is authorized by a multi-category operating license issued by the UK Gambling Commission,
namely remote and non-remote Gaming Machine Technical (Full) operating licenses, a remote casino operating license, a remote and
non-remote gambling software license and a remote general betting standard (virtual events) license.
British
Betting and Gaming Laws and Regulations. The Gambling Act 2005 (the “GA05”) is the principal legislation in the UK governing gambling (other than in relation to the National Lottery, which is governed by separate legislation). The GA05 applies
to both land-based gambling (referred to as “non-remote” gambling) and online and mobile gambling (referred to as “remote”
gambling).
The
GA05 provides that it is an offense to make a gaming machine available for use without an appropriate operating license. There are a
number of different categories of licensable gaming machines (the GA05 provides for category A to D machines, although no category A
machines are currently in operation); each category is subject to different levels of maximum stakes and prize limits. In addition, there
are limits on the numbers and types of gaming machines that can be operated from licensed premises: for example, a licensed betting office
is permitted to house up to four category B3 to D machines, while a large casino may house up to 150 category B to D machines (subject
to satisfying certain ratios of machines to gaming tables).
Gaming
machine suppliers are required to hold an operating license in order to manufacture, supply, install, adapt, maintain or repair a gaming
machine or part of a gaming machine. Gaming machine suppliers must also comply with the Gaming Machine Technical Standards published
by the Gambling Commission in relation to each category of machine, and such machines must meet the appropriate testing requirements.
In
relation to remote gambling, the GA05 (as amended by the Gambling (Licensing and Advertising) Act 2014 provides that it is an offense
to “provide facilities” for remote gambling either (a) using “remote gambling equipment” situated in the UK,
or (b) which are used by players situated in the UK, in each case without a remote gambling operating license. It is also an offense
to manufacture, supply, install or adapt gambling software in the UK without an appropriate gambling software license.
A
remote gambling operating license holder providing facilities for remote gambling to British players is required to use gambling software
manufactured and supplied by the holder of a gambling software license (and failure to do so is an offence). Where gambling software
is used or supplied for use in relation to the British sector, it must satisfy the Remote Gambling and Software Technical Standards published
by the Gambling Commission.
9
The
holder of a British gambling operating license is subject to a variety of ongoing regulatory requirements, including, but not limited
to, the following:
●
Shareholder
disclosure: An entity holding a gambling license must notify the Gambling Commission of the identity of any shareholder holding 3%
or more (increased to 5% or more with effect as of 19 March 2026) of the equity or voting rights in the entity (whether held or controlled
either directly or indirectly).
●
Change
of corporate control: Whenever a new person becomes a “controller” (as defined in section 422 of the Financial Services
and Markets Act 2000) of a company limited by shares that holds a gambling operating license, the licensed entity must apply to the
Gambling Commission for permission to continue to rely on its operating license in light of the new controller. A new controller
includes any person who holds or controls (directly or indirectly, including ultimate beneficial owners who hold their interest through
a chain of ownership) 10% or more of the equity or voting rights in the licensed entity (or who is otherwise able to exercise “significant
influence” over it). The Gambling Commission must be supplied with specified information regarding the new controller (which,
in the case of an individual, includes detailed personal disclosure) and this information will be reviewed by the Gambling Commission
to assess the suitability of the new controller to be associated with a licensed entity. If the Gambling Commission concludes that
it would not have issued the operating license to the licensed entity had the new controller been a controller when the application
for the operating license was made, the Gambling Commission is required to revoke the operating license. It is possible to apply
for approval in advance from the Gambling Commission prior to becoming a new controller of a licensed entity.
●
Compliance
with the License Conditions and Codes of Practice (LCCP): The LCCP is a suite of license conditions and code provisions which attach
to operating licenses issued by the Gambling Commission. The provision of gambling facilities in breach of a license condition is
an offense under the GA05. Certain specified “Social Responsibility” code provisions are accorded the same weight as
license conditions in this regard (whereas breach of an “ordinary” code provision is not an offense in itself, but may
be evidence of unsuitability to continue to hold a gambling license). The LCCP imposes numerous operational requirements on licensees,
including compliance with the Gambling Commission’s Remote Gambling and Software Technical Standards, the implementation of
a variety of social responsibility tools (such as self-exclusion), anti-money laundering measures, age verification of customers
and a host of consumer protection measures.
●
Regulatory
returns and reporting of key events: The LCCP requires licensees to submit quarterly returns to the Gambling Commission detailing
prescribed operational data to ensure licensees are within correct fee categories and also to provide vital information regarding
the UK market to enable the UK Gambling Commission to regulate effectively and publish industry statistics. Licensees are also required
to notify the Gambling Commission as soon as practicable and in any event within 5 working days of becoming aware of the occurrence
of certain specified “key events” which, in summary, are events which could have a significant impact on the nature or
structure of the licensee’s business. Licensees are also required to notify suspicion of offenses and suspicious gambling activity.
●
Personal
licenses: Key management personnel are required to maintain personal licenses authorizing them to discharge certain responsibilities
on behalf of the operator. These personal licenses are subject to renewal every five years. Personal licenses are subject to compliance
with certain license conditions.
Italy
We operate three different gaming businesses in Italy. We provide platform
and games for video lottery terminals, supply platforms for bets on Virtual Sports events to betting shops and online platforms and provide
online casino games to online licensed operators. Our businesses are operated through the Italian branches of certain of our UK subsidiaries.
These branches hold police licenses and are enrolled in the ADM Register of Gestori, as further described below. We supply our platform
and games and Virtual Sports and online casino products only to operators licensed under Italian gaming laws and regulations.
Our VLT and Virtual Sports platforms as well as the platform through which
our online casino games are offered to the public must be connected over the internet to servers operated by the ADM. Information regarding
gaming sessions and the amounts wagered and won is provided in real time through the ADM servers, in order to enable the ADM to monitor
the operation of machines and games and to verify the amount of taxes due.
10
Italian
Betting and Gaming Laws and Regulations. Operators of betting premises offering VLTs (including the entities managing the networks
connecting such VLTs to ADM servers), and operators of betting premises or online platforms offering Virtual Sports as well as online
platforms offering online casino products, must hold an Italian gaming license while operators of gaming halls where VLTs are located
operate do not need a gaming license. No gaming license is required in order to supply VLTs, Virtual Sports and online casino products
to such operators. Such VLT platforms, machines and games, and Virtual Sports and online casino games, must be certified and approved
by either SOGEI, an entity controlled by the Italian Ministry of Finance and authorized to conduct such certifications or testing labs
accredited with ADM. Such certifications and approvals must be obtained by such operators, rather than the suppliers of such VLT platforms,
machines and games, Virtual Sports platforms and games and online casino games.
Suppliers
of gaming machines, including VLTs, must hold a police license (as prescribed by artice 86, paragraph 3, of the Italian United
Text of Public Security Law provided by the Royal Decree 18 June 1931, No. 773) and be enrolled in a registry prescribed by article 1,
paragraph 82 of Law No. 220/2010 and managed by ADM (known as the “ADM Register of Gestori”). If a supplier of gaming machines
is not enrolled in the ADM Register of Gestori, any agreement it enters into regarding the supply of gaming machines is null and void.
In addition, if the enrollment is not renewed, existing agreements regarding the supply of gaming machines become null and void. Enrollment
in the ADM Register of Gestori is subject to, among other things, a review of the suitability of the applicant business entity and its
directors. In the event of a change of control of the entity enrolled in the ADM Register of Gestori (but not of such entity’s
direct or indirect parent entities), the details of such change must be notified to the ADM and suitability must be reconfirmed.
Suppliers
of Virtual Sports products are not required to hold a police license, be enrolled in the Register of Gestori or otherwise be licensed
or registered.
Greece
In
Greece, we supply VLTs, including the terminal machines themselves, the related online platforms and the games available on the machines,
to brick-and-mortar gaming locations operated by OPAP, the country’s sole licensed operator of gaming machines. We supply such
VLTs under a certification provided by the Hellenic Gaming Commission, in accordance with the applicable VLT Technical and Operational
Regulation (Ministerial Decision 79314/23.07.2020, as amended) and the supplier suitability framework (Ministerial Decision 79305 ΕΞ
2020/27.07.2020, as amended and codified. We also supply Virtual Sports products (regulated as betting products under Law 4002/2011 and
the applicable Hellenic Gaming Commission regulatory framework governing retail and online betting) within retail venues operated by
OPAP and via self-service betting terminals within OPAP venues and supply interactive games and Virtual Sports to online operators in
Greece including Stoiximan, OPAP and Novibet.
Greek
Betting and Gaming Laws and Regulations : According to Article 44 par. 2 of Law 4002/2011, as well as according to HGC’s
Decision No 225/2/25.10.2016 as well as Ministerial Decision 79314/23.07.2020 (GG B’ 3263/5 August 2020) as amended with Decision
13530 /02.02.2022 (GG B’ 356 03.02.2022) and again with Decision 187634/27.12.2022 (GG B’ 6716/2712.2022) and79305 ΕΞ
2020/27.07.2020 (GG B’ 3262/05.08.2020, as corrected, and as amended & codified by 56580 ΕΞ 2022 (GG B’ 2166/04.05.2022),
all suppliers of gaming machines in Greece must be certified by the HGC in order to legally supply, sell, lease, offer or distribute
any VLT or virtual game or any other game of chance (i.e. games including wagers or bets and the result of which games depends, even
partly, on the influence of luck). Moreover, for Manufacturers which are defined under the aforesaid Decision 79305 ΕΞ 2020/27.07.2020
as “the person or entity which manufactures (indicatively, studies, designs, assembles, produces, programs) and in any way makes
available to an Operator and/or Importer any Technical Means and Hardware, and has received a Suitability License by the HGC to this
end, as well as the person that holds a license for a Studio”, Decision 79305, provides in Article 9 for Manufacturers Type A1
or Type A2 license, depending on whether the manufacturer provides management services to the Operator and in Article 10 for Importers/Distributors
(Type E1 or Type E2 license). Accordingly, manufacturers need to obtain a Suitability License Type A1 or A2, while importers/distributors
need to obtain a Suitability License Type E1 or E2.
As
regards online gaming, Articles 45 -52 of Law 4002/2011 (GG A’ 180/22.8.2011), which was recently amended by Law 4635/2019 (GG
A’ 167/30.10.2019), introduces several new provisions such as the two exclusive types of online licenses for online gaming operators:
a) Online Betting License; and b) a license for Other Online Games (it covers online casino games and online poker games and variants
thereof). Furthermore, Article 14 of the HGC’s Decision 79835 ΕΞ 2020/24.07.2020 (GG B’ 3265/05.08.2020)as amended
by 56604 ΕΞ 2022 (GG B’ 2185/04.05.2022) and 67663 ΕΞ 2022 (GG B’ 2483/20.05.2022) states that all
Manufacturers have to submit an application to the HGC, accompanied by the required compliance certificates, for the following elements:
i. the Gaming Platform (Betting Platform); ii. the Random Number Generator (RNG) per type/group of Games that the Manufacturer offer
to each License Holder; and iii. each individual game or multigame. Lastly, Suitability Licenses for suppliers are also divided into
two types: a) Manufacturers Suitability License and b) Importers/Distributors Suitability License (according to articles 9 and 10 of
Decision 79305 ΕΞ 2020/27.07.2020 as amended & codified by 56580 ΕΞ 2022 (GG B’ 2166/04.05.2022. Accordingly,
manufacturers need to obtain a Suitability License Type A1 or A2 (depending on whether the manufacturer provides management services
to the operator or not), while importers/distributors need to obtain a Suitability License Type E1 or E2.
11
Licensing,
Suitability and Key-Persons
Our
business remains subject to extensive and evolving licensing, suitability, certification and regulatory approval requirements across
the jurisdictions in which we operate or supply technology. These requirements apply not only to the Company and its subsidiaries, but
also to certain products and platforms, as well as to directors, officers, key employees, significant shareholders, beneficial owners
and other persons deemed by regulators to be “key persons,” “associated persons,” or “controlling persons.”
Gaming regulators in multiple jurisdictions have increased scrutiny of B2B technology suppliers, including enhanced
investigations into ownership structures, source of funds, financing arrangements, ultimate beneficial ownership, cross-border corporate
structures, and the suitability of investors and lenders. Regulatory authorities have also broadened the interpretation of what constitutes
a “change of control” or “material change,” potentially capturing share repurchase programs, refinancings, board
changes, internal restructurings, or minority shareholdings that were not previously considered approval-triggering events.
Our
ability to operate, expand into new markets, launch new products, complete acquisitions, refinance indebtedness or implement corporate
transactions may depend on obtaining, maintaining, renewing or transferring licenses, registrations, certifications or other regulatory
clearances. Regulatory authorities retain broad discretion in granting, conditioning, delaying, suspending or revoking approvals and
may impose additional operational, compliance, reporting, capital or governance obligations as a condition of licensure.
Failure
to obtain or maintain required approvals — whether due to evolving regulatory standards, enhanced suitability reviews, adverse
findings relating to key persons or shareholders, delays in approval processes, compliance deficiencies, customer-related regulatory
issues, or changes in law or regulatory policy — could result in fines, penalties, license suspension or revocation, limitations
on our ability to supply products in certain jurisdictions, contractual terminations, forced divestitures, required changes in management
or ownership, or reputational harm.
In
addition, regulators may require the removal or replacement of directors, officers, employees, shareholders or financing sources deemed
unsuitable, or may prohibit or unwind transactions involving changes in ownership or control. Increased cross-jurisdictional regulatory
cooperation and information sharing may heighten the risk that issues arising in one jurisdiction could adversely impact our approvals
or operations in others. Any such developments could materially and adversely affect our business, financial condition, results of operations
and growth strategy.
In
a number of jurisdictions, our stockholders may be required to undergo a suitability investigation similar to that described above. Such
jurisdictions require any person who acquires beneficial ownership of more than a certain percentage of our voting securities (typically
5%) to report the acquisition to relevant gaming authorities and may be required to apply for qualification or a finding of suitability.
A number of gaming authorities, however, also allow an “institutional investor” to apply for a waiver.
Content
Development
We continually
invest in new product development in each of our Gaming, Virtual Sports, Interactive and Leisure business segments. Inspired has a full
stack game development structure, combining its proprietary technology frameworks together with some of the industry’s: best math,
art, creative and production personnel spread across 3 game studios. We release over 100 games variants each year onto our own priority
gaming system, Interactive Remote Gaming Server (“RGS”) and to our G2S clients around the world in markets such as North America,
UK, Brazil, Greece, Spain, Belgium, Italy, Sweden and more. Whilst many of our game launches are omni-channel, we have a focus on building
the right game for the right market and take pride in tweaking modifying the math and themes for the target player. Joining our slot and
tables games we have our award-winning Hybrid Dealer product. Featuring innovative table and game show themes, utilizing a mixture of
CGI and real dealer footage to bring the player a live like experience. Hybrid Dealer is currently live with tier 1 Interactive customers
in the US, UK, Canada and Brazil
In Virtual Sports, we
combine graphical assets betting market mathematics, proprietary scheduling and software allowing us to generate virtual sports
markets and results for all our B2B customers. In addition, our VPP (Virtuals Plug and Play) product range leverages our award
winning Virtuals assets, along with our RGS (remote gaming server) to produce our “Virtuals Sportsbook in a box
product”. VPP allows our customers to operate our Virtuals Sports products without their own sportsbook. We account for our
development costs as software development costs, and these are typically amortized over a two to four-year period.
Suppliers
Our
principal supply arrangements concern the supply of our terminals, terminals components, content provision, license holders (branded
properties), and outsourced labor. We work closely with our key suppliers to ensure a high level of quality of goods and services is
obtained and have worked with many of these suppliers for many years. We have achieved significant cost savings through centralization
of purchases.
Customers
Our
customer base includes regulated operators of lotteries, licensed sports bookmakers, operators of licensed betting offices, gaming and
bingo halls, casinos, pubs, adult gaming centers and regulated online operators. We typically implement design and content
variations to customize their terminals and player experiences. Our license agreements with customers for the provision of machines,
content and Virtual Sports products include provisions to protect our intellectual property rights in our games and other content.
Customer
Contracts – Gaming
Our
contracts in the Gaming segment involve supplying gaming terminals and licensing gaming software and games for use and operation in conjunction
with the terminals. We supply the terminals on an exclusive or non-exclusive basis on a per customer or per location basis. Under these
contracts, we have general obligations to deliver, install, upgrade and service the terminals and software. The contracts may be terminated
early in various circumstances such as if we fail to meet performance targets in servicing the machines.
12
Under
some contracts, we receive an upfront fee for the provision of the terminals, we may supply them on a finance lease basis and we may
also generate revenue as a percentage of income generated on terminals. With our participation-driven business model, approximately
94% of service revenue for our Gaming segment is recurring in nature and derived under long-term
contracts that are typically between three and five years (although may be shorter for contract extensions). Major contracts have
been renewed over the past three (3) years and we have also onboarded new customers.
Customer
Contracts – Virtual Sports
Our
contracts in the Virtual Sports segment typically involve the supply of licenses to operators to make available, either via online or
retail channels, virtual sporting events such as horse racing, soccer, football, darts, cricket, or basketball, and to enable end-users
to place bets on these events. These are typically one-time non-exclusive licenses specific to the virtual sporting event. We may agree
to customize and brand the virtual sporting events for the operator or to provide language variations of the event. The contracts may
be terminated early in various circumstances, including, for example, if the operator fails to pay an invoice within 60 days of receipt.
Our
Virtual Sports products are typically offered to operators on a participation basis, whereby we receive a royalty for a portion of the
gaming revenue generated, plus an upfront software license fee and a hosting fee. With our participation-driven business model, our Virtual
Sports segment produces approximately 99% of total revenue on a recurring basis under long-term contracts that average three to four
years when entered into and we have historically had a 100% renewal rate over the last three years for contracts that expired.
Customer
Contracts – Interactive
Our
contracts in the Interactive segment vary but generally involve the provision of a limited, non-exclusive, non-transferable, revocable
license to operators to display certain slot and casino content on which online bets are placed or to make our games available for play
by end-users of an operator’s online gaming business operations. A number of contracts have been concluded with aggregator platforms
to ensure wider distribution via the platform customers and a single integration, The contracts may be terminated early in various circumstances,
including material breach or inability to operate due to a change in regulatory status.
Our
Interactive products are typically offered to operators or platforms on a participation basis, whereby we receive a percentage of percentage
of net gaming revenue generated by reference to amount wagered on our content less winnings, agreed bonus deductions utilized in promoting
our content on the relevant platform, and any applicable gaming taxes. With our participation-driven business model, approximately 100%
of revenue for our Interactive segment is recurring in nature and derived under long-term contracts that averaged three years. Over the
last three years, we have renewed approximately 100% of these contracts for those customers that have continued to trade.
Customer
Contracts – Leisure
Our
contracts in the Leisure segment vary but generally involve (i) agreement whereby the operator or proprietor of certain leisure resorts
contributes premises and we provide, on an exclusive basis, gaming and amusement terminals as well as gaming software and games for the
machines provided, (ii) contracts to supply gaming terminals as well as gaming software and games for the terminals provided to leisure
operators on a non-exclusive basis, and (iii) rental agreements, which we enter into with certain motorway services providers, whereby
we rent unit space in motorway service areas and populate this space with our gaming terminals.
Depending
on the contract type, we have general obligations to deliver, install, upgrade and service the terminals and software provided. These
contracts may be terminated early in various circumstances, including for material breach or insolvency events.
Under
our leisure contracts, we typically generate revenue on a participation-basis by participating, typically as a function of gross revenue
from each terminal, in a percentage of volumes generated by these terminals. With our participation-driven or fixed weekly fee business
model, approximately 100% of service revenue for our Leisure segment is recurring in nature and derived under long-term contracts that
are usually between three and five years. Over the last three years, within the Leisure segment we have successfully renewed or extended
some major contracts.
13
Operations
and Employees
Our
operations include game production, platform and hardware design, production, testing, and distribution; the maintenance, management,
and extension of our centralized network for product distribution and product monitoring; the delivery and, in certain circumstances,
maintenance of SBG terminals; gaming machine engineering, assembly, repair and storage; parts supply; change and release management;
remote operational services; problem management; business development; market account management; and general administration and management,
including Finance, Legal, People (Human Resources), Investor Relations, Marketing and Communications, Quality, Compliance and Information
Security.
As
of December 31, 2025, we had approximately 1,020 employees, approximately 920 of whom were full-time. Of those employees, approximately
470 were dedicated to delivering our digital gaming platforms, content and hardware and approximately 380 of our employees were involved
in UK field operations. Our management, sales and administration teams accounted for approximately 180 employees.
Intellectual
Property
Our
intellectual property consists principally of the propriety software we develop to operate our network and, in the design, and distribution
of our games. We depend upon agreements relating to trade secrets, confidential information and proprietary know-how to protect our rights
in this intellectual property. We require all our employees, contractors and other collaborators to enter into agreements that prohibit
the disclosure of our confidential information to other parties. In addition, it is our policy to require our employees, contractors
and other collaborators who have access to proprietary and trade secret material to enter into agreements that require them to assign
any and all intellectual property rights to us that arise as a result of their work on our behalf. We also require our employees to review
and acknowledge our intellectual property policies regarding how we handle intellectual property. These agreements, acknowledgements
and policies may not provide adequate protection for our trade secrets, know-how or other proprietary information in the event of any
unauthorized use or disclosure in violation of these agreements, and may not be sufficient to secure for us the value in such developments
that they are designed to secure.
We
also hold certain patents, trademarks, design rights and other intellectual property rights in respect of our game mechanics, products,
systems, web domains, and other intellectual property in Brazil, Canada, the U.S. and Europe. As of December 31, 2025, we held approximately
25 patents and approximately 390 trademarks worldwide. We also rely on certain products and technologies that we license from third parties.
Proprietary licenses typically limit our use of intellectual property to specific uses and for specific time periods.
The
terms of our intellectual property registrations vary based on the type of registration and the date and jurisdiction of filing or grant.
European and UK trademark registration lasts for 10 years but can be renewed indefinitely. European and UK design registration lasts
for five years but it can be renewed four times (giving a maximum total of 25 years of protection). European and UK patents can only
be renewed for up to 20 years. U.S. design patents expire 15 years from the date of grant, and the term of utility patents generally
expires 20 years from the date of filing of the first non-provisional patent application in a family of patents. The actual protection
afforded by a patent depends upon the type of patent, the scope of its coverage and the availability of legal remedies in the applicable
country.
Competition
We
operate in a highly competitive industry, and in highly competitive business segments. We face competition from a number of worldwide
businesses, many of which have substantially greater financial resources and operating scale. Such competition could adversely
affect our ability to win new contracts and sales and renew existing contracts. We operate in a period of intense price-based competition
in some key sectors, which could affect the profitability of the contracts and sales we do win. In certain sectors, our businesses also
face competition from suppliers, operators or licensees who offer products for internet gaming in illegal or unregulated sectors, but
are still able or permitted to supply products and compete with us in regulated sectors. These competitors often have substantially greater
financial resources and operating scale than we do. Some larger competitors hold long term contracts which control access points for
some of our products and this may mean we must contract with those competitors rather than directly with the customer to provide our
products. Our principal competitors include, among others, certain businesses that have vertically integrated gaming machine and retail
betting operations and businesses that operate in both regulated and unregulated sectors and thereby effectively subsidize their regulated
operations with unregulated operations.
14
Corporate
Information
We
maintain a website at www.inseinc.com. Our Annual Report on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K and
any amendments to those reports filed or furnished pursuant to Section 13(a) of the Exchange Act are available free of charge through
the Investors link on our website as soon as reasonably practical after they are electronically filed with or furnished to the SEC. Also
available on our website are our Code of Ethics, as well as the charters of the audit, compensation and nominating and corporate governance
committees of the Board of Directors. Information on our website is not incorporated into this report. The SEC maintains a website that
contains reports, proxy statements and other information regarding issuers that file electronically with the SEC. These materials may
be obtained electronically by accessing the SEC’s website at www.sec.gov .