What changed in this filing

/stocks — the workspaceLOADING

Item 7. Management’s Discussion and Analysis

2025-03-26 compared with 2024-04-15 · 398 added, 424 removed, 568 unchanged (59% of the section changed)

16 unchanged sentences

the year, particularly during the summer months and slower during the first and fourth quarters of the year.

Historical seasonality has

been impacted by COVID-19 business disruptions and could continue to be impacted in future periods.

generate revenue in five principal ways:

i) on a participation basis, ii) on a fixed rental fee basis, iii) through product sales, iv)

through software license fees and v) managed service provision.

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.

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

Geographically,

4 unchanged sentences

in the UK but whose revenue is generated globally), 7% from Greece, and the remaining 20% across the rest of the world.

The UK percentage

was impacted by specific Hardware sales, which generally result in a lower margin (“Low Margin sales”), this increased UK

revenue for the twelve-month period by 13%.

During the twelve months ended December 31, 2022, we derived approximately 74%, 8% and 18%

of our revenue from those regions, respectively.

For the twelve-months

ended December 31, 2023, we derived approximately 78% of our revenue from the UK (including customers headquartered in the UK but whose

revenue is generated globally), 8% from Greece, and the remaining 14% across the rest of the world.

The UK percentage was impacted by

specific Hardware sales, which generally result in a lower margin (“Low Margin sales”), this increased UK revenue for the

twelve-month period by 13%.

of December 31, 2024, our non-current assets (excluding goodwill) were attributable as follows:

71% to the UK, 12% to Greece and 17%

across the rest of the world.

As of as of December 31, 2022, our non-current assets (excluding goodwill) were attributable as follows:

79% to the UK, 6% to Greece and 15% across the rest of the world.

results are affected by changes in foreign currency exchange rates because of the translation of foreign functional currencies into

80% to the UK, 7% to Greece and 13% across

the rest of the world.

As of December 31, 2023, our non-current assets (excluding goodwill) were attributable as follows:

UK, 12% to Greece and 18% across the rest of the world.

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.

2 unchanged sentences

The geographic

region in which the largest portion of our business is operated is the UK and GBP is our functional currency.

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.

8 unchanged sentences

to 22% during the twelve months ended December 31, 2023.

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 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 measure used in generally accepted

accounting principles in the United States (“U.S.

GAAP” or “GAAP”), but is one which

management believes gives a clearer indication of results.

In the tables below, variances in particular line items from period to

period exclude currency translation movements, and currency translation impacts are shown independently.

the twelve-month period in the Gaming segment, we completed the full rollout of 6,300 “Vantage” terminals into two major

customers, the majority of which are “Low Margin sales” resulting in $30.6m of revenue in the year, in addition to refreshing the Greek

estate with the delivery of 2,000 new “Valor” and 500 new “Vantage” terminals.

Inspired announced the launch

of a new VLT system for Codere in partnership with Cristaltec and went live with a third North American territory with the commencement

of a six-month trial of “Valor” terminals.

Virtual Sports segment announced a new partnership with Aristocrat Gaming™ to bring a new virtual sports experience to football

fans worldwide through their global licensing agreement with the NFL.

Interactive segment went live with thirty new operators including 32Red, AGLC, the Score, PlanetWin 365 (Italy), ATG (Sweden), Crowd

Entertainment, Hard Rock, Holland Casino and ESPN.

Leisure segment commenced operations at a new Holiday Park location with operator Butlins and successfully concluded the technical

trial of our new “Vantage” Category C cabinet with the commercial trial commencing in the final quarter.

signed in the year include a new four-year agreement with BoyleSports (Gaming Segment).

Long-term contract extensions with SNAITech and

bet365 and a new contract, which resulted in the live launch with Mozzartbet for V-Play Plug & Play™ in three new African territories

(Virtual Sports segment).

A new four-year agreement with Stonegate Group, one of the largest UK operators of Pubs in the managed, leased

and tenanted sectors, a three-year agreement with Whitbread and a five-year contract renewal with JD Wetherspoon for the supply of over

2,000 Category C gaming machines (for use in Pubs and other Alcohol licensed venues, plus Bingo halls) strengthening our position in

the Pubs sector with a new agreement signed with Verdant and a contract extension with Center Parcs (Leisure segment).

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 period, multiplied by the current period amount in our functional currency (GBP).

The remaining difference, referred to as functional currency at constant rate, is calculated as the difference in our functional currency,

multiplied by the prior-period average GBP:USD rate.

This is not a U.S.

GAAP measure but is one which management believes gives a clearer

indication of results.

In the tables below, variances in particular line items from period to period exclude currency translation movements,

and currency translation impacts are shown independently.

Financial Measures

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discussion and analysis of the results of operations for each of the Company’s segments (Gaming, Virtual Sports, Interactive

and Leisure) for the twelve-month periods ended December 31, 2023, compared to the same period in 2022, including KPI analysis.

and Leisure) for the twelve-month periods ended December 31, 2024, compared to the same period in 2023, including key performance

indicator (“KPI”) analysis.

discussion and analysis of the Company’s consolidated results of operation and results of operations for each of the Company’s

segments for the twelve-month period ended December 31, 2023, compared to the same period in 2022, can be found in “Management’s

Discussion and Analysis of Financial Condition and Results of Operations” in Part II, Item 7 of our Form 10-K/A for the fiscal

year ended December 31, 2022 filed with the SEC on February 27, 2024.

There were no significant changes in the trends, discussions and analyses included therein.

Refer to Note 2, “Restatement

of Previously Issued Consolidated Financial Statements,” of the accompanying audited financial statements for further details related

to the Restatement and correction of errors and the impact on our consolidated financial statements and underlying financial data.

Discussion and Analysis of Financial Condition and Results of Operations” in Part II, Item 7 of our Form 10-K for the fiscal year

ended December 31, 2023 filed with the SEC on April 15, 2024.

There were no significant changes in the trends, discussions and analyses

included therein.

the discussion and analysis below, certain data may vary from the amounts presented in our consolidated financial statements due to rounding.

2 unchanged sentences

segment results are on a functional currency (at constant rate) basis, which excludes the impact of any changes in foreign currency exchange

the twelve-month period ended December 31, 2024 in the Gaming segment, William Hill committed to leasing 5,000 new Vantage® terminals.

Deployment of these new terminals began in the fourth quarter of 2024, with expected completion in the first half of 2025.

OPAP in Greece

ordered 4,000 new VLT’s, with an expected delivery of 2,400 machines in the first half of 2025, with the balance of 1,600 machines

in the fourth quarter of 2025.

We also successfully delivered 720 Valor terminals to Western Canada Lottery Corporation (“WCLC”).

the twelve-month period ended December 31, 2024 the Virtual Sports segment established partnerships with key sporting organizations,

including the NBA, NFL and NHL.

These collaborations have enabled the creation of unique products featuring official players and teams

from these leagues.

the twelve-month period ended December 31, 2024 the Interactive segment went live with 41 new operators, including Winmasters, Midnite,

Favbet, OLG and bet365 in New Jersey.

The total number of customers at the end of the period increased by 26 due to the closure of several

smaller-scale customers.

In addition, Inspired licensed its remote gaming server (“RGS”) to an operator customer, allowing

the customer to host its own instance of the most recent version of our RGS.

Inspired also launched Hybrid Dealer, a US-patented online

product category that offers players casino and gameshow content.

the twelve-month period ended December 31, 2024 we joined the Scientific Games Content Hub Partner Program, the global lottery industry’s

premier content delivery platform, enabling Inspired to distribute Virtual Sports products to Scientific Games iLottery customers around

the twelve-month period ended December 31, 2024, as part of a strategic reorganization, Inspired exited its lease at the in-house manufacturing

facility in Bridgend, Wales.

This has enabled us to outsource our manufacturing to our new long-term manufacturing partner Trio, in order

to optimize our cost structure and enhance production efficiency.

also announced the engagement of Tunley Environmental to conduct a thorough business carbon assessment, with the goal of reducing the

company’s carbon footprint aligning with the Company’s commitment to reduce its environmental footprint as required by UK laws and regulations.

agreements made in the twelve-month period ended December 31, 2024 include a new contract with Kambi Group to integrate Inspired Virtual

Sports products into the Kambi sportsbook platform.

In addition, in the Leisure segment Inspired won a new multi-year contract with Parkdean

Resorts for the sole supply of amusement and gaming machines to their holiday park estate of 64 sites nationwide in the UK and a new

multi-year contract with Away Resorts for sole supply to 19 sites nationwide in the UK.

Company Results

1 unchanged sentence

For the Twelve-Month

31, 2023 vs December 31, 2022

December 31, 2024 vs December 31, 2023

(In millions)

Attributable to Currency Movement

on a Functional currency basis

Functional Currency Variance %

Reported Variance %

Total revenue

Cost of Sales, excluding depreciation and amortization:

1 unchanged sentence

Cost of Product

Selling, general and administrative expenses

Staff-related selling, general and administrative expenses

Non-staff related selling, general and administrative expenses

Labor costs capitalized

Other segment items:

Stock-based compensation

Acquisition and integration related transaction

Depreciation and amortization

operating Income (Loss)

Other selling, general and administrative expenses

Net operating Income

Other income (expense)

Interest expense, net

Profit on disposal of trade & assets

Other finance income (expense)

Total other income (expense),

Income (loss) before income taxes

Income tax expense

Net Income (Loss)

Total other income (expense), net

Net Income from continuing operations before income taxes

Income tax income (expense)

Exchange Rate - $ to £

1 unchanged sentence

individual segment results of operations.

(for the twelve-months ended December 31, 2024, compared to the twelve-months ended December 31, 2023)

Reported Revenue by Segment

were no Low Margin sales for the twelve-month period ended December 31, 2022.

For the twelve-month period ended December 31, 2023 Low

margin-related revenue was $30.6 million.

the twelve month period ended December 31, 2022, revenue on a functional currency (at constant rate) basis increased by $36.9

million, or 13.1%.

the twelve-month period ended December 31, 2023 Leisure revenue reduced by $0.5 million, Gaming service revenue grew by $2.0

million, Virtual Sports grew by $1.5 million mainly due to Retail and Interactive grew by $1.5 million.

were no Low Margin-related sales for the twelve-month period ended December 31, 2024.

For the twelve-month period ended December

31, 2023 Low Margin-related revenue was $30.6 million.

the twelve-month period ended December 31, 2024, revenue on a functional currency (at constant rate) basis decreased by $33.1 million,

the twelve-month period ended December 31, 2024 Gaming revenue declined by $34.0 million, predominantly due to a decrease in product

sales of $27.1 million, as the prior year period contained $30.6 million of Low Margin sales compared to no Low Margin sales in the

current period.

Gaming service revenue decreased by $6.9 million, predominantly due to declines in mainland Europe and Greece.

Virtual Sports declined by $12.0 million, with $10.9 million of the reduction coming from online sales, while Interactive grew by $10.6

million due to growth driven in the UK and North American markets.

Leisure revenue grew by $3.0 million predominantly due to growth

in the Holiday Parks and Pubs sectors.

of Sales, excluding depreciation and amortization

of sales, excluding depreciation and amortization, for the twelve-month period ended December 31, 2023, increased by $32.1 million,

or 34% over the twelve-month period ended December 31, 2022.

The increase was driven by Cost of Service of $2.4 million and a $29.7

million increase in Cost of Product inclusive of Low Margin sales activity.

general and administrative expenses

general and administrative (“SG&A”) expenses for the twelve-month period ended December 31, 2023 increased by $12.5

million, or 13.7% over the twelve-month period ended December 31, 2022.

increase in the twelve-month period ended December 31, 2023 was mainly driven by the below Adjusted EBITDA costs inclusive of group

restructure costs $3.1 million and restatement of previously issued financial statements $5.0 million in 2023 partially offset by

group simplification activity in 2022 of $0.7 million with the remaining $5.1 million relating to Non-Staff costs of which the

largest increases were for Professional fees due to the change in Audit provider during the year $1.7 million and Exhibition costs

$1.2 million not incurred in the previous year.

the twelve-month period ended December 31, 2023, the Company recorded expenses of $11.2 million, compared to expenses of $10.8

million, for the twelve month period ended December 31, 2022.

All expenses related to outstanding awards, but the twelve months

ended December 31, 2023, included $0.4 million of shares that fully vested on the date of grant.

and integration related transaction expenses

the twelve months ended December 31, 2023 there were no cost was recorded for acquisition and integration whereas during the twelve months

ended December 31, 2022, the Company recorded an expense of $0.5 million related to integration costs for the Company’s acquisition

of both Gaming Technology Group of Novomatic UK Ltd., and acquisition costs of Sportech Lotteries, LLC as well as costs relating to potential

acquisitions.

of sales, excluding depreciation and amortization, for the twelve-month period ended December 31, 2024, decreased by $38.6 million, or

This was driven by a decrease in cost of service of $6.7 million and a $31.9 million decrease in cost of product, predominantly

driven by the decrease in low margin product sales.

related selling, general and administrative expenses

related selling, general and administrative expenses for the twelve-month period ended December 31, 2024 increased by $5.4 million, or

The increase in the twelve-month period was predominantly driven by increases in storage and distribution of $1.6 million, IT of

$1.1 million, facility costs of $1.0 million, and audit and accountancy costs of $1.1 million.

the twelve-month period ended December 31, 2024, the Company recorded expenses of $7.6 million, compared to expenses of $11.2 million,

for the twelve-month period ended December 31, 2023.

All expenses related to outstanding awards, but the twelve-months ended December

31, 2023, included $0.4 million of shares that fully vested on the date of grant.

and amortization

a reported basis depreciation and amortization were flat for the twelve-month period ended December 31, 2023 with a decrease on a

functional currency basis of $0.5 million.

operating income / Net Income

the twelve-month period ended December 31, 2023 net operating income was $39.9 million, a decrease of $7.0 million over the twelve-month period ended December 31, 2022.

This decrease

was attributable primarily to the increase in SG&A cost of $12.5 million which was predominantly driven by below Adjusted EBITDA

costs inclusive of group restructure costs $3.1 million and restatement of previously issued financial statements $5.0 million in

2023 partially offset by group simplification activity in 2022 of $0.7 million partially offset by the gain in gross margin of $4.8

expense increased by $2.0 million mainly due to the increase in foreign exchange movements on bank accounts.

plus the termination of

swaps and the draw on the revolver in 2023.

on disposal of trade and assets had a decrease of $0.9 million as the prior-year included the sale of Italian trading assets.

finance income decreased by $0.7 million to $0.4 million.

tax expense increased by $2.9 million relating to the impact of US losses brought forward not being sufficient to offset the 2023 taxable

deferred tax we recorded a valuation allowance against all our deferred tax assets as of both December 31, 2023, and December 31,

We intend to continue maintaining a full valuation allowance on our deferred tax assets until there is sufficient evidence to support

the reversal of all or some portion of these allowances.

However, given our current earnings and anticipated future earnings, we believe there is a reasonable possibility that within the next 12 months, sufficient positive evidence may become available to allow us

to reach a conclusion that a significant portion of the valuation allowance will no longer be needed.

Release of the valuation allowance

would result in the recognition of certain deferred tax assets and a decrease to income tax expense for the period the release is recorded.

However, the exact timing and amount of the valuation allowance release are subject to change on the basis of the level of profitability

that we are able to actually achieve.

the twelve-month period ended December 31, 2023 net income was $7.6 million, an decrease of $13.2 million year-over-year, primarily due to the decrease in

net operating income $7.0 million, an increase in interest expense, net $2.0 million, a decrease in profit on disposal $0.9 million,

a decrease in other finance income $0.7 million and an increase in income tax expense of $2.8 million.

and amortization for the twelve-month period ended December 31, 2024, increased by $2.6 million, driven mainly by increases in Virtuals

of $2.1 million and Interactive of $1.7 million for increased software development and intangible assets, and Leisure of $0.9 million

for increase of machine assets, offset by reductions in Gaming of $2.2 million as machine assets reach full depreciation.

selling, general and administrative expenses

selling, general and administrative expenses for the twelve-month period ended December 31, 2024 increased by $8.5 million, or 89%.

increase in the twelve-month period was driven primarily by the costs of the restatement of previously issued financial statements and

costs relating to restructuring costs.

operating income

the twelve-month period ended December 31, 2024, net operating income was $30.7 million, a decrease of $8.8 million, compared to the

prior year period.

This decrease was primarily driven by the increase in non-staff related selling, general and administrative expenses,

depreciation and amortization, along with other selling general and administrative expenses, partially offset by an increase in gross

margin and reduction in stock-based compensation.

the twelve-month period ended December 31, 2024, net income was $64.8 million, compared to net income of $6.9 million in the prior

The increase was primarily driven by an increase of income tax income of $67.3 million, due to the

reversal of the majority of the company’s valuation allowance on its deferred tax

assets , partially offset by the

decrease in net operating income and increases in interest expense and income tax expense.

The Company has not recognized deferred tax liabilities in respect of unremitted earnings that are considered indefinitely

reinvested in foreign subsidiaries.

We do not provide for taxes on our undistributed earnings of foreign subsidiaries that have not been

previously taxed because we intend to invest such undistributed earnings indefinitely outside of the United States.

Results ( for the twelve months ended December 31, 2024, compared to the twelve months ended December 31, 2023)

generate revenue from our Gaming segment through the delivery of our gaming terminals preloaded with proprietary gaming software, server-based

content, as well as services such as terminal repairs, maintenance, software updates and upgrades on an when and if available basis and

content, as well as services such as terminal repairs, maintenance, software updates 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

8 unchanged sentences

For the Twelve-Month

December 31, 2023 vs December 31, 2022

End of period installed base (#

of terminals) (2)

Total Gaming - Average installed

base (# of terminals) (2)

Participation - Average installed

base (# of terminals) (2)

Fixed Rental - Average installed base (# of

Service Only - Average installed base (# of

Customer Gross Win per unit

per day (1) (2)

Customer Net Win per unit

per day (1) (2)

Variance December 31, 2024

vs December 31, 2023

December 31, 2024

December 31, 2023

End of period installed base (# of terminals) (2)

Total Gaming - Average installed base (# of terminals) (2)

Participation - Average installed base (# of terminals) (2)

Fixed Rental - Average installed base (# of terminals)

Service Only - Average installed base (# of terminals)

Customer Gross Win per unit per day (1) (2)

Customer Net Win per unit per day (1) (2)

Inspired Blended Participation Rate

Inspired Fixed Rental Revenue per Gaming Machine

Inspired Service Rental Revenue per Gaming

Machine per week

Inspired Fixed Rental Revenue per Gaming Machine per week

Inspired Service Rental Revenue per Gaming Machine per week

Gaming Long term license amortization (£’m)

2 unchanged sentences

all SBG terminals in which the Company takes a participation revenue share across all territories.

circa 2,500 of lottery terminals where the share is on handle instead of net win.

approximately 2,500 lottery terminals where the revenue share is on handle instead of net win.

the table above:

15 unchanged sentences

or markets, to indicate the progress being made with respect to entering new territories or jurisdictions.

Gaming - Average Installed Base” is the average number of deployed Gaming terminals during the period split by Participation terminals

and Fixed Rental terminals.

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.

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

5 unchanged sentences

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.

changes in the performance of the overall market and (iii) evaluate the impact of regulatory change and our new content releases on our

Customer Gross Win per unit per day is the average per unit cash generated across all Gaming terminals in which the Company

23 unchanged sentences

and fixed rental revenue.

the Twelve-Month

December 31, 2023 vs

For the Twelve-Month

Variance December 31, 2024

vs December 31, 2023

(In £ millions)

December 31, 2024

December 31, 2023

Gaming Recurring Revenue

2 unchanged sentences

Gaming Project Recurring Revenue

Gaming Other Fixed Fee Recurring Revenue

Other Fixed Fee Recurring Revenue

Gaming Long-term license amortization

Total Gaming Recurring Revenue *

Gaming Recurring Revenue as a % of Total Gaming

Total Gaming excluding VAT -related revenue

Gaming Recurring Revenue as a % of Total Gaming

Revenue (excluding VAT-related revenue)

Gaming Recurring Revenue as a % of Total Gaming

Revenue (excluding Low Margin Sales) †

Gaming Recurring Revenue as a % of Total Gaming Revenue †

Total Gaming revenue excluding Low Margin Sales

Gaming Recurring Revenue as a % of Total Gaming Revenue (excluding Low Margin Sales) *

not reflect Low Margin-related revenue.

Gaming Revenue for the twelve-month period ended December 31, 2023 has no VAT-related revenue, the twelve-month period ended December

31, 2022, includes £0.8 million of VAT-related revenue, which is not reflected in Gaming Recurring Revenue for that period.

Excluding VAT-related revenue, Gaming Recurring Revenue was 53% and 67%%, respectively of Total Gaming Revenue for such period.

Gaming Revenue for the twelve-month period ended December 31, 2023 includes £24.8 million of Low Margin sales.

For the twelve-month

period ended December 31, 2022 there are no Low Margin sales.

Excluding Low Margin sales, Gaming Recurring Revenue was 68% of Total

Gaming Revenue.

Gaming Revenue for the twelve-month period ended December 31, 2024 includes no Low Margin sales.

Total Gaming Revenue for the twelve-month

period ended December 31, 2023 includes £24.3 million of Low Margin sales.

the table above:

1 unchanged sentence

and (ii) licensing of our game content and intellectual property to third parties.

“Gaming Project Recurring Revenue” relates specifically to a single customer for machine estate upgrades

and distribution.

Other Fixed Fee Recurring Revenue” includes service revenue in which the Company earns a periodic fixed fee on a contracted basis.

Project Recurring Revenue” relates specifically to a single customer for machine estate upgrades and distribution.

Long term license amortization” – see the definition provided above.

5 unchanged sentences

See “Gaming Segment Revenue” below for a discussion of gaming service revenue between the periods under review.

the Twelve-Month

For the Twelve-Month

(In millions)

December 31, 2024

December 31, 2023

December 31, 2024

vs December 31, 2023

Service Revenue:

UK VAT - Related Income

Rest of the World

Service revenue

Total Service revenue

Exchange Rate - $ to £

4 unchanged sentences

31, 2024 vs December 31, 2023

December 31, 2023

December 31, 2022

(In millions)

on a Functional

Total revenue

Cost of Sales, excluding

depreciation and amortization:

Cost of Sales, excluding depreciation and amortization:

Cost of Service

Cost of Product

Total cost of sales

Selling, general and administrative expenses

Staff-related selling, general and administrative expenses

Non-staff related selling, general and administrative

Labor costs capitalized

Other segment items:

Stock-based compensation

Depreciation and amortization

operating Income (Loss)

Profit on disposal of

trade & assets

Income (Loss)

Other selling, general

and administrative expenses

Net operating Income

Exchange Rate - $ to £

1 unchanged sentence

different from the average rate during the period depending on timing of transactions.

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.

the twelve-month period, Gaming revenue increased by $29.2 million, or 26.2%, this was driven by a $2.0 million increase in Service revenue

and $27.2 million increase in Product revenue.

increase in Gaming Service revenue was driven by $1.4 million for North America, $1.1 million in the UK, $0.3 million in Greece and $0.1

million for Lotteries offset by no VAT-related revenue in 2023 of $1.0 million.

revenue increase was primarily driven by higher Product sales of $38.2 million in the UK inclusive of $30.0 million relating to Low Margin

activity and $2.2 million higher sales in Europe offset by $13.8 million lower sales in North America compared to prior year.

variances discussed in the Gaming results below are on a functional currency (at a constant rate) basis, which excludes the impact of

any changes in foreign currency exchange rates.

the twelve-month period ended December 31, 2024, Gaming revenue decreased by $34.0 million, or 24%.

This was driven by a $6.9 million

decrease in Service revenue and $27.1 million decrease in Product revenue.

decrease in Gaming Service revenue was driven by a $3.8 million decline in Greece, predominantly due to the reduction in Gross Win

per day and expiry of historical amortized license revenues, and $3.4 million in the UK market inclusive of shop closures in UK

Licensed Betting Offices (“LBO”), which was mostly offset by growth in Other UK of $1.8 million driven by one-off license

Product revenue decrease was primarily driven by lower Product sales of $27.1 million, as the prior year period contained $30.6 million

of Low Margin sales.

This was partially offset by $12.8 million in revenue growth in North America.

Operating / Net Income

income was flat year-on-year on a functional currency basis with a decrease in gross margin of $1.5 million (mainly due to the expiration

of software licenses for terminals installed in Greece in 2018 and the reduction in VAT-related revenue of $1.0 million) offsetting

against the favorable SG&A, depreciation and amortization movements to arrive at a net operating income of $0.8 million offset by

the decrease in profit on disposal of $0.8 million.

generate revenue from our Virtual Sports segment through the on premise licensing solution and hosting of our products.

income for the twelve-month period ended December 31, 2024 increased by $0.9 million.

The increase was primarily due to an increase in

gross margin of $2.2 million (as the $34.0 million revenue decrease was offset by a $36.2 million decrease in total costs of sales primarily

driven by the decrease in Low Margin sales in the current period) and a decrease in depreciation and amortization of $2.3 million due

to the full depreciation of machine assets, partially offset by an increase in non-staff related selling, general and administrative

expenses of $0.8 million driven by lower overhead recoveries of $0.8 million,

and an increase in other selling, general and administrative expenses costs of $3.6 million relating to restructuring costs for the closure

of the Bridgend manufacturing facility.

generate revenue from our Virtual Sports segment through our on-premise licensing solution and hosting of our products.

receive fees on a participation basis.

6 unchanged sentences

Sports, Key Performance Indicators

the Twelve-Month

For the Twelve-Month

December 31, 2024 vs

December 31, 2023

of Live Customers at the end

of the period

December 31, 2024

December 31, 2023

of Live Customers at the end of the period

of Live Customers

7 unchanged sentences

revenue during the period, respectively.

During 2023 a number of smaller customers were turned off driving the reduction.

Revenue (£m)” represents total revenue for the Virtual Sports segment, including recurring and upfront service revenue.

7 unchanged sentences

Service revenue between the periods under review.

the Twelve-Month

For the Twelve-Month

December 31, 2024 vs

December 31,2023

Virtual Sports Recurring

(In £ millions)

December 31, 2024

December 31, 2023

Virtual Sports Recurring Revenue

Total Virtual Sports Revenue

1 unchanged sentence

Recurring Revenue - Online Virtuals

Total Virtual Sports

Long-term license amortization

Total Virtual Sports Long-term license amortization

Total Virtual Sports Recurring Revenue

Virtual Sports Recurring Revenue as a Percentage

of Total Virtual Sports Revenue

Virtual Sports Recurring Revenue as a Percentage of Total Virtual Sports Revenue

Revenue” includes our share of revenue generated from (i) our Virtual Sports products placed with operators;

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Sports, Results of Operations

the Twelve-Month

31, 2023 vs December 31, 2022

For the Twelve-Month

December 31, 2024 vs December 31, 2023

(In millions)

December 31, 2024

December 31, 2023

Service Revenue

Cost of Service

Selling, general and administrative expenses

Staff-related selling, general and administrative expenses

Non-staff related selling, general and administrative expenses

Labor costs capitalized

Other segment items:

Stock-based compensation

Depreciation and amortization

operating Income (Loss)

Net operating Income

Exchange Rate - $ to £

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Sports revenue

the twelve-month period ended December 31, 2023 revenue increased by $1.5 million, or 2.8% driven by Retail Virtual Sports mainly for Greece where we have

increased content and game scheduling frequency.

the twelve-month period ended December 31, 2024 revenue decreased by $12.0 million, or 21% driven by a major customer optimizing its

customer base.

Sports operating income

income increased by $2.5 million in the twelve-month period ended December 31, 2023.

This increase was primarily due to the increase in gross margin of

$1.9 million, a decrease in SG&A expenses of $1.0 million and in Stock-based compensation of $0.3 million offset by an increase

in depreciation and amortization of $0.7 million.

generate revenue from our Interactive segment through various games content made available via third party aggregation platforms integrated

with Inspired’s remote gaming server or directly on the Company’s remote gaming servers platform, and services such as customer

the twelve-month period ended December 31, 2024, net operating income decreased by $14.5 million.

These declines were primarily due to

the decrease in gross margin of $12.3 million, an increase in non-staff related selling, general and administrative expenses of $0.2

million predominantly driven by higher external consultant and recruitment costs, and an increase in depreciation and amortization of

$2.2 million for increased software development and intangible assets.

generate revenue from our Interactive segment through various gaming content made available via third-party aggregation platforms integrated

with our remote gaming server or directly on the Company’s remote gaming server platform, and services such as customer

support, platform maintenance, updates and upgrades.

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Key Performance Indicators

the Twelve-Month

For the Twelve-Month

December 31, 2024 vs

December 31, 2023

of Live Customers at the end

of the period

December 31, 2024

December 31, 2023

of Live Customers at the end of the period

of Live Customers

of Games available at the end of the period

of Games available

of Live Games at the end of the period

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during the period, respectively.

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 in 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 incorporated live games and inactive games.

of Live Games at the end of the period” and “Average No.

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Revenue (£m)” represents total revenue for the Interactive segment, including recurring and upfront service revenue.

Recurring Revenue

Interactive revenue in both years was recurring.

Results of Operations

the Twelve-Month

For the Twelve-Month

December 31, 2024 vs December 31, 2023

(In millions)

December 31, 2024

December 31, 2023

Service Revenue

Cost of Service

Selling, general and administrative expenses

Staff-related selling, general and administrative expenses

Non-staff related selling, general and administrative expenses

Labor costs capitalized

Other segment items:

Stock-based compensation

Depreciation and amortization

operating Income (Loss)

Net operating Income

Exchange Rate - $ to £

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of any changes in foreign currency exchange rates.

twelve-month period ended December 31, 2023 revenue increased by $6.9 million, driven by recurring revenue growth due to the launch of new

content across the estate, growth in the customer base in new, emerging and core markets and increased promotional activity through

exclusive deals with tier-one customers.

the twelve-month period ended December 31, 2024 revenue increased by $10.6 million, or 38%, driven by recurring revenue growth in the

UK, North America and mainland Europe due to the launch of new content across the estate and increased promotional activity through exclusive

deals with tier-one customers.

operating income

income for the twelve-month period ended December 31, 2024 increased by $8.6 million.

This increase was driven by the increase in

gross margin of $6.5 million, partially offset by a $2.8 million increase in SG&A expenses driven by the investment in staff and

IT in the segment to help drive revenue and higher depreciation and amortization reflecting the heightened investment in this

This increase was driven by the increase in gross

margin, partially offset by increases in staff related selling, general and administrative expenses of $0.3 million driven by annual

salary increases and additional headcount, non-staff related selling, general and administrative expenses of $0.3 million predominantly

due to increased IT network costs supporting revenues, and depreciation and amortization of $1.7 million for increased software development

and intangible assets.

typically generate revenue from our Leisure segment through the supply of our gaming and amusement machines.

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Key Performance Indicators

the Twelve-Month

For the Twelve-Month

December 31, 2024

End of period installed base Gaming

machines (# of terminals)

Average installed base Gaming machines (# of

vs December 31, 2023

December 31, 2024

December 31, 2023

End of period installed base Gaming machines (# of terminals)

Average installed base Gaming machines (# of terminals)

End of period installed base Other (# of terminals)

Average installed base Other (# of terminals)

Pub Digital Gaming Machines - Average installed

base (# of terminals)

Pub Analogue Gaming Machines - Average installed

base (# of terminals)

MSA and Bingo Gaming Machines

- Average installed base (# of terminals) (1)

Inspired Leisure Revenue per Gaming Machine

Inspired Pub Digital Revenue per Gaming Machine

Inspired Pub Analogue Revenue per Gaming Machine

Inspired MSA and Bingo Revenue per Gaming Machine

Pub Digital Gaming Machines - Average installed base (# of terminals)

Pub Analogue Gaming Machines - Average installed base (# of terminals)

MSA and Bingo Gaming Machines - Average installed base (# of terminals) (1)

Inspired Leisure Revenue per Gaming Machine per week

Inspired Pub Digital Revenue per Gaming Machine per week

Inspired Pub Analogue Revenue per Gaming Machine per week

Inspired MSA and Bingo Revenue per Gaming Machine per week

Inspired Other Revenue per Machine per week

Total Holiday Parks Revenue (Gaming and Non

Gaming) (£’m)

Total Holiday Parks Revenue (Gaming and Non Gaming) (£’m)

Service Area machines

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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, from which there is participation or rental revenue at the

end of the period or as an average over the period.

(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.

of period installed base Other” and “Average installed base Other” represent the number of all other category machines

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per machine unit per week” represents the average weekly participation or rental revenue recognized during the period.

Recurring Revenue

forth below is a breakdown of our Leisure recurring revenue which consists principally of Leisure participation revenue and Leisure other

fixed fee revenue.

See “Leisure Segment Revenue” below for a discussion of leisure service revenue between the periods under

the Twelve-Month

December 31, 2022

Leisure Recurring Revenue

Total Leisure

Total Leisure Recurring Revenue

Leisure Recurring Revenue as a Percentage of

Total Leisure Revenue

Results of Operations

the Twelve-Month

31, 2023 vs December 31, 2022

For the Twelve-Month

December 31, 2024 vs December 31, 2023

(In millions)

December 31, 2024

December 31, 2023

Total revenue

Cost of Sales, excluding

depreciation and amortization:

Cost of Sales, excluding depreciation and amortization:

Cost of Service

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Total cost of sales

Selling, general and administrative expenses

Staff-related selling, general and administrative expenses

Non-staff related selling, general and administrative expenses

Labor costs capitalized

Other segment items:

Stock-based compensation

Depreciation and amortization

operating Income (Loss)

Net operating Income

Exchange Rate - $ to £

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any changes in foreign currency exchange rates.

the twelve-month period ended December 31, 2023 revenue decreased by $0.5 million, or 0.8%.

revenue decreased by $0.5 million, the increase in Holiday Parks of $2.0 million due to new locations and higher bookings was offset

by decrease in Pubs $1.9 million due to the reduction in the estate size and sale of prize vend assets in 2022, decrease in Bingo $0.2

million and decrease in other Leisure activities of $0.4 million.

Operating Income/ (Loss)

income for the twelve-month period ended December 31, 2023 reduced by $3.4 million, from income of $9.9 million to income of $6.8

This was primarily due to the decrease in revenue of $0.5 million with increases in cost of sales of $1.5 million mainly

due to seasonal staff increases inclusive of additional heads in the new locations plus higher UK national living wage and salary

increases and increased SG&A cost $2.9 million which mainly relates to staff cost driven by the investment in staff to help to

drive revenue and improve processes.

the twelve-month period ended December 31, 2024 revenue increased by $3.0 million, or 3%.

The increases were primarily due to increased

service revenue of $2.6 million, primarily driven by the increase in Holiday Parks of $1.4 million due to new locations and higher bookings

and Pubs of $1.0 million due to the roll out of Vantage machines throughout the current period.

Operating Income

income for the twelve-month period ended December 31, 2024 increased by $2.9 million.

This was primarily due to the increase in gross

margin, partially offset by increases in non-staff related selling, general and administrative expenses of $1.4 million which mainly

relates to increases in fleet expenses for increased vehicle leases, facility expenses due to increased rates and, storage and distribution

costs for transporting machines around the business.

Financial Measures

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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.

This does not include any adjustments related to

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.

believe Adjusted EBITDA, when considered along with other performance measures, is a particularly useful performance measure, because

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to Adjusted EBITDA by segment for the Twelve Months ended December 31, 2024

the Twelve-Month Period ended December 31, 2023

For the Twelve-Month Period ended December 31, 2024

(In millions)

Net Income/ (loss)

Pension charges (1)

Staff-related selling, general and administrative expenses

Cost of Group Restructure (2)

Other selling, general and administrative expenses

Cost of Group Restatement (3)

Other selling, general and administrative expenses

Stock-based compensation expense (4)

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to Adjusted EBITDA by segment for the Twelve Months ended December 31, 2023

the Twelve-Month Period ended December 31, 2022

For the Twelve-Month Period ended December 31, 2023

(In millions)

Net Income/ (loss)

Pension charges (1)

Acquisition and integration

related transaction expenses (7)

Acquisition and integration

related transaction expenses (7)

Litigation Settlement(8)

Staff-related selling, general and administrative expenses

Cost of Group Restructure (2)

Other selling, general and administrative expenses

Cost of Group Restatement (3)

Other selling, general and administrative expenses

Stock-based compensation expense (4)

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Depreciation and amortization (4)

Stock-based compensation expense

Depreciation and amortization

Interest expense net (4)

Interest expense net

Profit on disposal of trade & assets (5)

Profit on disposal of trade & assets

Other finance expenses / (income) (4)

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of Group Restructure” include redundancy costs, payment in lieu of notice costs and any associated employer taxes.

as being an adjusting item, costs must be part of a large restructuring project, which will net save ongoing future costs or be in

as 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.

of Group Restatement” includes accounting advice associated with the restatement of the 2020, 2021 and 2022 annual

accounts and the 2023 Q1 and Q2 interim accounts.

To qualify as being an adjusting item, costs must be specific

to the event and be neither normal nor recurring in nature.

of Group Restatement” includes accounting advice associated with the restatement of the 2020, 2021 and 2022 annual accounts

and Q1 and Q2 2023 quarterly accounts.

It also includes ongoing costs in 2024 relating to the SEC inquiry that was subsequently 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.

compensation expense, Depreciation and amortization, Total other expense, net and Income tax are as described above in the Results

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liability, change in fair value of derivative liability and other finance income.

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.

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.

and integration related transaction expenses, are as described above in the Results of Operations line item discussions.

this includes a write-off of inventory items related to the integration of Gaming Technology Group of Novomatic UK Ltd

Settlement” refers to full and final settlement of a contractual dispute relating to a Development Services and Management

Reconciliation

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report, to Adjusted Revenue is shown below.

the Twelve-Month

December 31, 2023

December 31 2022

Less Low Margin Gaming

For the Twelve-Month

(In millions)

Less Low Margin Gaming Sales

Adjusted Revenue

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Flow Summary - A Two Year Comparative

Twelve Months ended

(in millions)

Non-cash interest expense relating to senior debt

fair value of derivative liabilities and stock-based compensation expense

sale of Gaming business

cost additions

and amortization (incl RoU assets)

cash utilized by operating activities

provided by operating activities

used in investing activities

generated/(used) by financing activities

exchange rates on cash

Net increase/(decrease)

in cash and cash equivalents

Change in fair value of derivative liabilities and stock-based compensation expense

Depreciation and amortization (incl RoU assets)

Other net cash utilized by operating activities

Net cash provided by operating activities

Net cash used in investing activities

Net cash (used)/generated by financing activities

Effect of exchange rates on cash

Net (decrease)/increase in cash and cash equivalents

cash provided by operating activities

the twelve months ended December 31, 2024, net cash inflow provided by operating activities was $31.7 million, compared to a $54.7 million

inflow for the twelve months ended December 31, 2022, representing a $20.8 million increase in cash generation.

This increase was driven

primarily by an improved working capital position with favorable movements in inventory which was expanded in the twelve months ended

December 31, 2022 to safeguard future supply for production after the COVID-19 pandemic.

Favorable movements were also seen in accounts

receivable and accounts payable due to timing and varying levels of production activity including the installation of 2,500 machines

into Greece during the last few months of 2023.

of debt fees increased by $0.2 million, to $2.0 million, due to the marking to market for short term currency contracts held at the end

in the fair value of derivative and warrant liabilities and stock-based compensation expense was unchanged at $11.5 million.

A higher stock-based compensation expense ($0.2 million) was partly offset by a lower gain relating to terminated cross

currency swaps ($0.2 million) as these terminated at the end of September 2023.

twelve-months ended December 31, 2022, included a $0.9 million gain on disposal of business due to the sale of part of our Italian Gaming

cost additions increased by $3.1 million to $10.3 million for the twelve months ended December 31, 2023 as compared to the twelve months

ended December 31, 2022.

and amortization increased by $0.3 million, to $43.7 million, with increases of $2.0 million in amortization of intangible assets and

$0.3 million in amortization of right of use assets offset by a $2.0 million decrease in machine depreciation.

net cash utilized by operating activities improved by $35.5 million, to an outflow of $9.0 million.

inflow for the twelve months ended December 31, 2023, representing a $23.0 million decrease in cash generation.

The decrease was driven

primarily through trading levels and the working capital position with adverse movements in accounts receivable due to timing of sales

recognition with high levels at the end of 2024 and in accounts payable due to varying levels of production activity with the end of

2023 seeing significant activity in Greece installing 2,500 machines during the last few months of the prior year.

of debt fees decreased by $0.9 million, to $1.1 million, due to the marking to market for short term currency contracts held at the end

in the fair value of derivative and warrant liabilities and stock-based compensation expense decreased by $3.9 million from $11.5

million to $7.6 million due to lower stock-based compensation expense ($3.4 million) and 2023 having a gain relating to terminated

cross currency swaps ($0.5 million) which terminated at the end of September 2023.

and amortization increased by $4.3 million, to $47.7 million, with increases of $1.7 in million amortization of intangible assets,

$1.7 million contract costs amortization, $0.6 million in machine depreciation and $0.6 million in amortization of right of use

assets offset by a $0.5 million decrease in software development cost amortization.

net cash utilized by operating activities increased by $80.4 million to an outflow of $89.5 million.

The relative movements between

the twelve months ended December 31, 2023 and the twelve months ended December 31, 2022 resulted in a $16.3 million inventory

improvement following Inspired making the strategic decision to secure components to protect future sales resulting in inventory

levels increasing during the prior year.

Accounts receivable saw a $13.8 million improvement due to the timing of machine sales resulting

in a high balance at the end of the twelve months ended December 31, 2022.

Another area that showed improvement in cash utilization

for the twelve months ended December 31, 2023 was deferred revenue creditors, $9.1 million.

These were partly offset by a relative outflow in prepayments and accrued income, $4.3

the twelve months ended December 31, 2024 and the twelve months ended December 31, 2023 resulted in unfavorable movements of $61.9

million in corporate tax and other current taxes, $23.9 million in accounts receivable and $15.0 million in accounts payable and

accrued expenses.

The movement in corporate tax and other current taxes was due to a reversal of the Company’s valuation

allowance on their deferred tax assets in various jurisdictions as well as an inclusion for global low-taxed income.

The movements

in accounts receivable was due to timing of machine sales with the end of 2024 seeing high levels.

There were fewer machine sales at

the end of 2023 but 2023 includes the collection of a significant machine sale made at the end of 2022.

The movements in accounts

payable was due to different activity levels in Greece with 2023 also seeing higher accounts payable levels as a result of the

restatement exercise.

These unfavorable movements were partly offset by favorable movements in prepayments and accrued income $13.8

million, inventory $4.1 million and deferred revenue $2.4 million.

cash used in investing activities

cash utilized in investing activities increased by $15.8 million, to $48.4 million in the twelve months ended December 31, 2023.

was driven by higher spend on plant, property and equipment (a $10.6 million increase compared to 2022 driven by the updating of machines

in Greece with 2,500 terminals installed) and capitalized software (a $3.9 million increase compared to 2022).

cash utilized in investing activities decreased by $17.5 million, to $40.1 million in the twelve months ended December 31, 2024.

was driven by a reduced spend on plant, property and equipment $15.0 million decrease compared to 2023, which included the updating of

machines in Greece with 2,500 terminals installed, and capitalized software (a $2.9 million decrease to 2023).

The twelve months ended

December 31, 2022 included a $1.3 million disposal relating to assets sold as part of the sale of our Italina Gaming operations.

December 31, 2023 included a $0.6 million acquisition relating to Lot.to.

These were partly offset by a $1.0 million increase in contract

cost additions.

cash (used)/generated by financing activities

the twelve months ended December 31, 2023, net cash generated by financing activities was $16.2 million due to the draw down of £15.0

the twelve months ended December 31, 2024, net cash used by financing activities was $1.6 million all relating to finance lease spend.

During the twelve months ended December 31, 2023, net cash generated by financing activities was $16.2 million due to the draw down of

£15.0 million ($18.9 million) of the Company’s revolving facility.

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common shares under the Share Repurchase Program, $1.6 million, and finance lease spend of $1.1 million.

During the twelve months ended

December 31, 2022, financing activities utilized $11.0 million of cash due to the Company’s repurchase of its common shares under

the Share Repurchase Program, $10.4 million, and finance lease spend of $0.6 million.

Needs and Sources

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cash were held as operational floats within the machines.

At December 31, 2022, $2.5 million of our $25.0 million of cash

were held as operational floats within the machines

At December 31, 2023, $3.1 million of our $40.0 million of cash were held as

operational floats within the machines

currently believes that the Company’s cash balances on hand, cash flows expected to be generated from operations, and the ability

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Term and Other Debt

(In millions)

December 31, 2024

December 31, 2023

Revolver drawn

Original principal senior

Original principal senior debt

Cash interest accrued

lease creditors

Finance lease creditors

our debt facilities in place as of December 31, 2024, we are not subject to covenant testing on the Senior Secured Notes.

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Credit Facility which requires the Company to maintain a maximum consolidated senior secured net leverage ratio of 6.25x on the test

date for the relevant period ending June 30, 2021, stepping down to 6.0x on March 31, 2022, 5.75x on March 31, 2023 and 5.50x from March

date for the relevant period ended June 30, 2021, stepping down to 6.0x on March 31, 2022, 5.75x on March 31, 2023 and 5.50x from March

31, 2024 and thereafter (the “RCF Financial Covenant”).

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financial information once they receive any notice of non-compliance.

No such notice was received and concurrent with the filing

of the September 30,2023 10Q with the SEC on February 27, 2024, the reporting requirement was met.

were no other breaches of the debt covenants in the periods ended December 31, 2023 or December 31, 2022.

No such notice was received and concurrent with the filing of the

September 30, 2023 10-Q with the SEC on February 27, 2024, the reporting requirement was met.

were no other breaches of the debt covenants in the twelve-month periods ended December 31, 2024 or December 31, 2023.

and Encumbrances

of December 31, 2023, our senior secured notes were secured by the imposition of a fixed and floating charge in favor of the lender over all

the assets of the Company and certain of the Company’s subsidiaries.

Board of Directors has authorized that the Company may use up to $25.0 million to repurchase Inspired shares of common stock, subject

to repurchases being effected on or before May 10, 2025.

Management has discretion as to whether to repurchase shares of the Company

and as of December 31, 2023, an aggregate of $12.0 million of our shares of common stock had been repurchased.

of December 31, 2024, our senior secured notes were secured by the imposition of a fixed and floating charge in favor of the lender over

all the assets of the Company and certain of the Company’s subsidiaries.

Board of Directors has authorized the Company to use up to $25.0 million to repurchase shares of Inspired common stock,

subject to repurchases being effected on or before May 10, 2025.

Management has discretion as to whether to repurchase shares of the

Company and as of December 31, 2024, an aggregate of $12.0 million of our shares of common stock had been repurchased over the past three years.

of December 31, 2024, our contractual obligations were as follows:

Obligations (in millions)

Contractual Obligations (in millions)

Operating activities

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Operating lease payments

Interest on non-utilization

Interest on non-utilization fees

Sheet Arrangements

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Securities and Exchange Commission.

Accounting Policies and Accounting Estimates

Critical Accounting Estimates

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.

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.

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 discussion of other recently issued accounting standards, and assessments as to their impacts on the Company, see Note 1 “Nature

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such as historical experience, knowledge of our business and industry and our current or expected selling practices.

recognition is also impacted by our ability to estimate variable consideration, including, for example, rebates, service-level penalties,

and other incentive payments.

We consider various factors when making these judgments, including a review of specific transactions, historical

experience and market and economic conditions.

Evaluations are conducted each quarter to assess the adequacy of the estimates.

recognition is also impacted by our ability to estimate variable consideration, including, for example, estimates for income earned but

unbilled prior to the reporting period end.

We consider various factors when making these judgments, including a review of specific transactional

data and contracted terms, information obtained subsequent to the reporting period end and historical experience.

Evaluations are conducted

each quarter to assess the adequacy of the estimates.

significant judgments include determining whether the Company is acting as the principal or the agent in a transaction.

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Impairment Assessment

accordance with ASC 350, Intangibles—Goodwill and Other, we allocate goodwill to reporting units based on the reporting unit expected

to benefit from the business combination.

We evaluate our reporting units on at least an annual basis and, if necessary, reassign goodwill

upon reorganization using a relative fair value allocation approach.

We determined that we have five reporting units:

Virtual Sports,

Interactive, Leisure, and two reporting units within our Gaming segment.

As of December 31, 2023, total goodwill with the Virtual Sports,

Interactive, and two Gaming reporting units is $44.8 million, $1.8 million, $9.3 million, and $2.9 million, respectively.

remaining goodwill within the Leisure reporting unit.

Goodwill is tested for impairment at the reporting unit level (operating segment

or one level below an operating segment) annually on the last day of our fiscal period or between annual tests if an event occurs or

circumstances change that would more likely than not reduce the fair value of a reporting unit below its carrying value.

or circumstances could include a significant change in the business climate, legal factors, operating performance indicators, competition,

or sale or disposition of a significant portion of a reporting unit.

is reviewed for impairment using either a qualitative assessment or a quantitative one-step process.

If we perform a qualitative assessment

and determine that the fair value of a reporting unit more likely than not exceeds the carrying value, no further evaluation is necessary.

For reporting units where we perform the quantitative test, we are required to compare the fair value of each reporting unit, which we

primarily determine using an income approach based on the present value of discounted cash flows, to the respective carrying value, which

includes goodwill.

If the fair value of the reporting unit exceeds its carrying value, the goodwill is not considered impaired.

carrying value is higher than the fair value, we recognize an impairment charge for the amount by which the carrying value exceeds the

reporting unit’s estimated fair value.

of the goodwill impairment test requires judgment, including the identification of reporting units, assignment of assets and liabilities

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assumptions could materially affect the determination of fair value and goodwill impairment, if any, for each reporting unit.

performed our annual goodwill impairment test as of December 31, 2023 using a qualitative assessment for all of our reporting units.

Based on the results of our qualitative impairment assessments, we concluded that it is more likely than not that the fair values of

each of our reporting units substantially exceeded their respective carrying values and there were no reporting units requiring further

Assets and Finite-lived Intangible Assets

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of the group shall not reduce the carrying amount of that asset below its fair value.

determined that there were no new indicators of impairment for the years ended December 31, 2023 and 2022 and the Company concluded that

there was no impairment of the Company’s intangible and long-lived assets as of December 31, 2023 and 2022.

Development Costs

development costs represent costs incurred to develop internal-use software, including software developed to deliver our cloud-based

offerings to customers, as well as external-use software to be used in the products we sell, lease or license to customers.

primarily consist of salaries and payroll related costs for employees and external contractors directly involved in the corresponding

software development efforts.

We determine the appropriate guidance to apply to software development costs on a project-by-project basis,

based on the nature of the underlying software.

direct costs incurred to develop new internal-use software, as well as certain software enhancements that provide new functionality,

are capitalized once the project has been approved by management and is in the application development stage.

Costs incurred in the preliminary

planning stage and the post implementation operational stage are expensed as incurred.

incurred in developing external-use software are expensed as incurred until technological feasibility has been established, after which

costs are capitalized up to the date the software is available for general release to customers.

Technological feasibility is established

upon completion of a detailed program design or, in its absence, upon completion of a working model.

Company must apply judgement in determining the amount of software development costs that should be capitalized.

9 unchanged sentences

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

What changed 10-K

Item 7. Management’s Discussion and Analysis