10q10k10q10k.net

What changed in Inspired Entertainment, Inc.'s 10-K — 2024 vs 2025

vs

Paragraph-level year-over-year comparison of Inspired Entertainment, Inc.'s 2024 and 2025 10-K annual filings, covering the Business, Risk Factors, Legal Proceedings, Cybersecurity, MD&A and Market Risk sections. Every new, removed and edited paragraph is highlighted side-by-side so you can see exactly what management changed in the 2025 report.

+441 added−406 removedSource: 10-K (2026-03-10) vs 10-K (2025-03-26)

Top changes in Inspired Entertainment, Inc.'s 2025 10-K

441 paragraphs added · 406 removed · 272 edited across 8 sections

Item 1. Business

Business — how the company describes what it does

105 edited+40 added−32 removed81 unchanged
Biggest changeThe LCCP imposes numerous operational requirements on licensees, including compliance with the Gambling Commission’s Remote Gambling and Software Technical Standards, segregation of customer funds, the implementation of a variety of social responsibility tools (such as self-exclusion), anti-money laundering measures, age verification of customers and a host of consumer protection measures.
Biggest changeThe 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.
Suppliers of gaming machines, including VLTs, must hold a police license (as prescribed by article 86, paragraph 3, of the Italian United Text of Public Security Law 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”).
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”).
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, predominantly on a business-to-business basis.
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.
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, Interactive and Leisure segments.
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.
We release over 100 games each year onto our own priority gaming system, Interactive Remote Gaming Server (“RGS”) and to our G2S clients around the world in markets such as North America, UK, Brazil, Greece, Spain, Belgium, Italy, Sweden and more.
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.
Virtual Sports Segment Our Virtual Sports business designs, develops, markets and distributes games that create an always-on sports wagering experience in betting shops and other locations and online. Our Virtual Sports product comprises a complex software and networking package that provides fixed-odds wagering on an ultra-high definition, computer-rendered simulations of sporting events, such as soccer, football or basketball.
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.
Over the last three years, within the Leisure segment we have successfully renewed or extended the majority of major contracts that have expired. 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.
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.
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 250 websites.
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.
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 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 North America such as New Jersey, Pennsylvania, Michigan, Illinois and others.
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.
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, holiday parks and regulated online operators. We typically implement design and content variations to customize their terminals and player experiences.
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 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 and other jurisdictions.
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.
We face competition from a number of worldwide businesses, many of which have substantially greater financial resources and operating scale than we do. Such competition could adversely affect our ability to win new contracts and sales and renew existing contracts.
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.
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 and proprietary know-how to protect our rights in this intellectual property.
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.
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 (Inspired, Astra and Bell Fruit).
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 have content and products in our Virtual Sports segment, which offers a wide range of sports and numbers games through approximately 32,000 retail venues as well as through various online channels.
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.
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 Great Britain, or (b) which are used by players situated in Great Britain, in each case without a remote gambling operating license.
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.
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 products, must hold an Italian gaming license while operators of gaming halls where VLTs are located operate do not need a gaming license.
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.
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 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.
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.
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) and 79305/05.08.2020 (GG B’ 3262/5 August 2020), 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).
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).
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 8,700 terminals installed in Greek venues.
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.
British Betting and Gaming Laws and Regulations. The Gambling Act 2005 (the “GA05”) is the principal legislation in Great Britain 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).
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).
According to the H2 Database, these industry sectors have grown at an estimated 17% compounded annual growth rate from 2014 to 2024, 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, 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.
Our customer base includes licensed operators of lotteries, licensed sports bookmakers, gaming and bingo halls, casinos, online operators, adult gaming centers, pubs, holiday parks, and motorway service areas. Some of our key customers include William Hill, SNAI, Sisal, Betfred, Paddy Power, Betfair, Genting, bet365, Sky Bet, the Greek Organisation of Football Prognostics S.A.
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.
We conduct business across different jurisdictions, of which Great Britain, 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 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.
Our diverse portfolio of sports and numbers-based games is available in approximately 30,000 retail venues and through multiple online platforms.
Our diverse portfolio of sports and numbers-based games is available in approximately 25,000 retail venues and through multiple online platforms.
Such certifications and approvals must be obtained by such operators, rather than the suppliers of such VLT platforms, machines and games, and Virtual Sports platforms and games.
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.
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 gaming machine general adult gaming center license and a gaming machine general family entertainment center license.
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.
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, Park Dean Resorts, Buzz Bingo and Mecca Bingo.
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.
Geographically, 73% of our revenue for the year ended December 31, 2024 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.
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 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, Spelinspektionen (Romania), the Swedish Gaming Authority (Sweden) 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 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.
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”), the National Hockey League (“NHL”), Major League Baseball Players Alumni Association (“MLBPAA”) and, pursuant to our licensing arrangements with Aristocrat Gaming, the National Football League (“NFL”).
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”).
For the year ended December 31, 2024, our recurring revenue, which included revenue generated from participation-based contracts and licensing arrangements, represented 86% of total revenue, as compared to approximately 79% of total revenue for the year ended December 31, 2023.
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.
Many 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 gaming authorities, and may be required to apply for qualification or a finding of suitability. Most gaming authorities, however, allow an “institutional investor” to apply for a waiver.
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.
As of December 31, 2024, we held approximately 25 patents or patent applications and approximately 300 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.
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.
According to the H2 Database, the total global gaming and lottery industry is projected to grow an average of 6% per year from 2024 to 2029 driven by the projected growth in mobile and online gaming.
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.
Italy We operate two different gaming businesses in Italy. We provide platform and games for video lottery terminals and we also supply platforms for bets on Virtual Sports events to betting shops and online platforms. Our businesses are operated through the Italian branches of certain of our UK subsidiaries.
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.
Our content and other products can be found through the consumer-facing portals of our customers operating digital channels, and, in licensed betting offices, adult gaming centers, pubs, bingo halls, airports, motorway service areas and leisure parks for our customers operating land-based venues.
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 Virtual Sports gaming products are available in approximately 32 gaming jurisdictions worldwide, including the UK, Italy, Greece, Morocco and the U.S., our customers being many of the largest operators of lottery, gaming, and betting operations worldwide.
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.
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.
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 also hold certain patents, trademarks, design rights and other intellectual property rights in respect of our products, systems, web domains, and other intellectual property in Brazil, Canada, the U.S. and Europe. As of December 31, 2024, we held approximately 25 patents and approximately 300 trademarks worldwide.
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 believe this growth has been driven, in part, by our content library of over 100 slot games.
We believe this growth has been driven, in part, by our content library of over 340 games.
We also supply virtual sports software to local retail venues and to online operators who are licensed to target the British sector. We also supply our Interactive product to remote operators who are licensed to target the British sector.
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.
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 4% compounded annual growth rate from 2014 to 2024.
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.
With our participation-driven business model, approximately 94% of service revenue (excluding VAT related income) 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.
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.
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 $240.6 million as of December 31, 2024 (based upon a closing stock price of $9.05 on December 31, 2024). The Company uses the British Pound as its functional currency for reporting purposes.
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 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 as well as gaming software and games for the terminals provided to Licensed Betting Offices (“LBOs”), casinos, gaming halls and adult gaming centers (“AGCs”).
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”).
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.
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.
As of December 31, 2024, we had approximately 1,600 employees, approximately 1,420 of whom were full-time. Of those employees, approximately 470 were dedicated to delivering our digital gaming platforms, content and hardware and approximately 920 of our employees were involved in UK field operations. Our management, sales and administration teams accounted for approximately 240 employees.
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.
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.
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.
It is also an offense to manufacture, supply, install or adapt gambling software in Great Britain without an appropriate gambling software license.
It is also an offense to manufacture, supply, install or adapt gambling software in the UK without an appropriate gambling software license.
For the year ended December 31, 2024, our Leisure segment generated revenue and Adjusted EBITDA of $101.8 million and $23.3 million respectively, as compared to the year ended December 31, 2023, during which we generated revenue and Adjusted EBITDA of $96.3 million and $19.4 million, respectively.
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.
We have operations across 20+ gaming jurisdictions worldwide, including the UK, Italy, Greece, Turkey, Morocco, and the U.S. 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.
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, Article 14 of the HGC’s Decision No 79835/05.08.2020 (GG B’ 3265/5.8.2020) 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.
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.
We offer multiple hosting solutions tailored to customer needs, including our proprietary Virtual Plug and Play (“VPP”) turnkey solution for online and mobile platforms. Additionally, our cloud-based XML sportsbook integration enables fully hosted and managed Virtual Sports solutions for customers seeking seamless product delivery.
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.
According to the H2 Database, mobile gaming revenue in such sectors exhibited a 27.0% compound annual growth rate between 2010 and 2021. Mobile gaming and lottery are now expanding in other sectors, and mobile play has recently been approved in other sectors for gaming or lottery.
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.
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 but more typically generate revenue as a percentage of income generated on terminals.
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.
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.
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.
Moreover, for Manufacturers which are defined under the aforesaid Decision 79305 as “the person or entity which manufactures (indicatively, studies, designs, assembles, produces, programs) and in any way makes available to an Operator and/or Importer any Technical Means and Hardware, and has received a Suitability License by the HGC to this end, as well as the person that holds a license for a Studio”, Decision 79305, provides in Article 9 for a Suitability License provided a Manufacturers (type A.1 license) and in Article 10 to Importers/Distributors (type E1 and E2)Accordingly, manufacturers need to obtain a Suitability License Type A1, while importers/distributors need to obtain a Suitability License Type E1 or E2.
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).
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.
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.
We are headquartered in the U.S., with principal operating facilities located in the UK and India. As of December 31, 2024, we had approximately 1,600 employees, approximately 1,420 of which were full-time. We generated total revenue of $297.1 million and adjusted earnings before interest, taxes, depreciation and amortization (“Adjusted EBITDA”) of $100.1 million for the year ended December 31, 2024.
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.
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 Alberta Gaming Liquor & Cannabis Commission (“AGLC”).
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”).
For the year ended December 31, 2024, our Gaming segment generated revenue and Adjusted EBITDA of $110.6 million and $45.3 million, respectively, as compared to the year ended December 31, 2023, during which we generated $142.5 million and $42.8 million in revenue and Adjusted EBITDA, respectively.
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.
In our Leisure segment, we supply and operate an installed base of approximately 11,000 gaming terminals (including approximately 2,800 gaming terminals under maintenance only contracts) and 4,500 pool tables, prize vending and jukeboxes to pubs, bingo halls and adult gaming centers.
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.
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.
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.
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-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 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.
These branches hold police licenses and are enrolled in the ADM Register of Gestori, as further described below. We supply our platform and games and Virtual Sports products only to operators licensed under Italian gaming laws and regulations. Our VLT and Virtual Sports platforms must be connected over the internet to servers operated by the ADM.
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.
The gaming regulator responsible for our activities in Great Britain is the Gambling Commission. In Italy, the operation of gaming machines and remote gaming is regulated by L’Agenzia delle dogane e dei Monopoli (“ADM”). In Greece, the operation of gaming machines and remote gaming is regulated by the Hellenic Gaming 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.
Weil, who is our principal executive officer, our management team includes Brooks H. Pierce, our President and Chief Executive Officer; James Richardson, our Chief Financial Officer; and Simona Camilleri, our Executive Vice President and General Counsel. The current structure replaces our prior Office of the Executive Chairman.
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.
Due to this recurring revenue model, approximately 97% of the total Virtual Sports segment revenue is generated under long to medium-term contracts, with a standard contract duration of three years.
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.
No gaming license is required in order to supply VLTs or Virtual Sports products to such operators. Such VLT platforms, machines and games, and Virtual Sports platforms and 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 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.
Many of our recent game launches, including Gold Cash Free Spins™, Big Fishing Fortune™, and the Reel King ® family of games, have been omni-channel, offering a premium player experience across multiple platforms – though, unlike our older games, they originated online and, once proved successful, were migrated to retail platforms.
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 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; the U.S. states of Nevada, Pennsylvania, New Jersey, and the District of Columbia; Gibraltar and other regulated markets in Europe, including Italy, Greece and Poland.
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 SBG products comply with all requirements in the UK (B2/B3), Italy (6B), Greece (G2S) and Illinois (G2S). 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.
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.
Great Britain 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 ETG machines to third parties who are licensed to operate such machines in bricks-and-mortar premises. In addition, we operate a number of Adult Entertainment Centers.
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.
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.
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.
We also supply Virtual Sports products 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.
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.
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 No 79305/05.08.2020).
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.
We believe content development is a key aspect of our overall strategy and we intend to continue this strategic priority for 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 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.
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 the internet, the Company’s, and third parties’ proprietary networks.
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.
Of the 2024 sales, 67% were in the UK and 33% came from North America. With our participation-driven business model, approximately 96% of service revenue for our Gaming segment was recurring in nature in 2024 and derived under long-term contracts.
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.

… 97 more changes not shown on this page.

Item 1A. Risk Factors

Risk Factors — what could go wrong, per management

61 edited+77 added−67 removed172 unchanged
Biggest changeThe Company has continued to work to improve its defences against cybersecurity incidents, its educational programs for its employees and consultants in this area, and to comply with all recommendations from the Information Commissioners Office. 18 Although we continually take significant steps to mitigate cybersecurity risk across a range of functions, such measures can never eliminate the risk entirely or provide absolute security, and the Company has experienced and expects to continue to experience attempts at cyberattacks on its information systems.
Biggest changeA successful cyber incident could result in service interruptions, operational delays, loss or unauthorized disclosure of sensitive or personal data, regulatory investigations, litigation, reputational harm and the loss of customers, suppliers or business opportunities, while the costs to prevent, detect, mitigate or remediate such incidents could be significant. 20 Although we continually take significant steps to mitigate cybersecurity risk across a range of functions, including those measures taken as a direct result of past such cybersecurity incidents, such measures can never eliminate the risk entirely or provide absolute security, and the Company has experienced and expects to continue to experience attempts at cyberattacks on its information systems.
Moreover, such gaming regulatory requirements vary from jurisdiction to jurisdiction. Therefore, we are subject to a wide range of complex gaming parameters in the jurisdictions in which we are licensed.
Moreover, such regulatory gaming requirements vary from jurisdiction to jurisdiction. Therefore, we are subject to a wide range of complex gaming parameters in the jurisdictions in which we are licensed.
The failure of beneficial owners of our common stock to submit to such background checks and provide required disclosure could jeopardize our business.
The failure of beneficial owners of our common stock to submit to such background checks and provide required disclosure could jeopardize our business.
Our operations in non-European markets means withholding taxes are payable on royalty, interest and/or dividend which may impact cash flow and/or profitability; ● We may be adversely affected by disruptions to our transaction gaming and lottery systems, as well as disruptions to our internal enterprise and information technology systems. 15 ● Our directors and key personnel are subject to the approval of certain regulatory authorities, which, if withheld, would require us to sever our relationship with non-approved individuals, which could adversely impact our operations. ● Licensing and gaming authorities have significant control over our operations and ownership and could cause us to redeem certain stockholders on potentially disadvantageous terms. ● Certain of our executive officers and directors could be affiliated with entities engaged in business activities similar to those conducted by us in the future and, accordingly, may have conflicts of interest in determining whether a particular business opportunity should be presented to us or to another entity. ● Licensing and gaming authorities have significant control over our operations and ownership and could cause us to redeem certain stockholders on potentially disadvantageous terms. ● We have operations and assets in a variety of countries, which subjects us to additional geopolitical risks. ● Our business is capital intensive and our ability to retain customers may be influenced by our ability to deploy additional capital. ● We may be unable to develop sufficient new products and product lines and integrate them into our existing business, which may adversely affect our ability to compete; our expansion into new sectors may present competitive and regulatory challenges that differ from current ones. ● We may be required to recognize impairment charges related to goodwill, identified intangible assets and property and equipment or to take write-downs or write-offs, restructuring or other charges that could have a significant negative effect on our financial condition, results of operations and stock price, which could have an adverse effect on the Company’s net assets. ● Volatility or disruption in the financial markets could materially adversely affect our business and the trading price of our common stock. ● Global economic conditions could have an adverse effect on our business, operating results and financial condition.
Our operations in non-European markets means withholding taxes are payable on royalty, interest and/or dividend which may impact cash flow and/or profitability; ● We may be adversely affected by disruptions to our transaction gaming and lottery systems, as well as disruptions to our internal enterprise and information technology systems. 15 ● Our directors and key personnel are subject to the approval of certain regulatory authorities, which, if withheld, would require us to sever our relationship with non-approved individuals, which could adversely impact our operations. ● Licensing and gaming authorities have significant control over our operations and ownership and could cause us to redeem certain stockholders on potentially disadvantageous terms. ● Certain of our executive officers and directors could be affiliated with entities engaged in business activities similar to those conducted by us in the future and, accordingly, may have conflicts of interest in determining whether a particular business opportunity should be presented to us or to another entity. ● We have operations and assets in a variety of countries, which subjects us to additional geopolitical risks. ● Our business was capital intensive and our ability to retain customers may be influenced by our ability to deploy additional capital. ● We may be unable to develop sufficient new products and product lines and integrate them into our existing business, which may adversely affect our ability to compete; our expansion into new sectors may present competitive and regulatory challenges that differ from current ones. ● We may be required to recognize impairment charges related to goodwill, identified intangible assets and property and equipment or to take write-downs or write-offs, restructuring or other charges that could have a significant negative effect on our financial condition, results of operations and stock price, which could have an adverse effect on the Company’s net assets. ● Volatility or disruption in the financial markets could materially adversely affect our business and the trading price of our common stock. ● Global economic conditions could have an adverse effect on our business, operating results and financial condition.
In addition to market factors, our ability to develop new products and their ability to achieve commercial success will depend on a number of factors, including our ability to: ● effectively market our games to our customers and to existing and new players; ● adapt to changing customer needs and player preferences; ● adapt to new technologies; ● adapt game features and contents for an increasingly diverse set of devices and specifications; ● minimize launch delays and cost overruns on the development of new products and features; ● expand and enhance games and content after their initial release; ● attract, retain and motivate talented and experienced game designers, product managers and engineers; ● achieve and maintain player engagement; ● develop games that can build upon or become franchise games; ● maintain quality content and game experience; ● compete successfully against a large and growing number of market participants; ● integrate new products and product lines into our existing business; and ● minimize and quickly resolve bugs or outages. 30 In addition, if new technologies are protected by the intellectual property rights of others, including our competitors, we may be prevented from introducing new products and product lines based on these technologies or expanding into sectors created by these technologies.
In addition to market factors, our ability to develop new products and their ability to achieve commercial success will depend on a number of factors, including our ability to: ● effectively market our games to our customers and to existing and new players; ● adapt to changing customer needs and player preferences; ● adapt to new technologies; ● adapt game features and contents for an increasingly diverse set of devices and specifications; ● minimize launch delays and cost overruns on the development of new products and features; ● expand and enhance games and content after their initial release; ● attract, retain and motivate talented and experienced game designers, product managers and engineers; ● achieve and maintain player engagement; ● develop games that can build upon or become franchise games; ● maintain quality content and game experience; ● compete successfully against a large and growing number of market participants; ● integrate new products and product lines into our existing business; and ● minimize and quickly resolve bugs or outages. 32 In addition, if new technologies are protected by the intellectual property rights of others, including our competitors, we may be prevented from introducing new products and product lines based on these technologies or expanding into sectors created by these technologies.
Continued volatility in the markets and exchange rates for foreign currencies and contracts in foreign currencies could have a significant impact on our reported operating results and financial condition; 35 ● Continued volatility in the availability and prices for commodities and raw materials we use in our products and in our supply chain could have an adverse effect on our costs, gross margins and profitability; ● If operators or distributors of our products experience declining revenue or experience difficulty obtaining financing in the capital and credit markets to purchase our products, this could result in reduced orders for our products, order cancellations, late retailer payments, extended payment terms, higher accounts receivable, reduced cash flows, greater expense associated with collection efforts and increased bad debt expense; ● If operators or distributors of our products experience severe financial difficulty, some may become insolvent and cease business operations, which could negatively affect the sale of our products to consumers; and ● If contract manufacturers of our products or other participants in our supply chain experience difficulty obtaining financing in the capital and credit markets to purchase raw materials or to finance capital equipment and other general working capital needs, it may result in delays or non-delivery of shipments of our products.
Continued volatility in the markets and exchange rates for foreign currencies and contracts in foreign currencies could have a significant impact on our reported operating results and financial condition; 37 ● Continued volatility in the availability and prices for commodities and raw materials we use in our products and in our supply chain could have an adverse effect on our costs, gross margins and profitability; ● If operators or distributors of our products experience declining revenue or experience difficulty obtaining financing in the capital and credit markets to purchase our products, this could result in reduced orders for our products, order cancellations, late retailer payments, extended payment terms, higher accounts receivable, reduced cash flows, greater expense associated with collection efforts and increased bad debt expense; ● If operators or distributors of our products experience severe financial difficulty, some may become insolvent and cease business operations, which could negatively affect the sale of our products to consumers; and ● If contract manufacturers of our products or other participants in our supply chain experience difficulty obtaining financing in the capital and credit markets to purchase raw materials or to finance capital equipment and other general working capital needs, it may result in delays or non-delivery of shipments of our products.
If we cannot successfully compete in our industry and business segments, our business, results, financial condition and prospects could suffer. We are heavily dependent on our ability to renew our long-term contracts with our customers and we could lose substantial revenue if we are unable to renew certain of these contracts, or to renew them on substantially similar terms.
If we cannot successfully compete in our industry and business segments, our business, results, financial condition and prospects could suffer. 18 We are heavily dependent on our ability to renew our long-term contracts with our customers and we could lose substantial revenue if we are unable to renew certain of these contracts, or to renew them on substantially similar terms.
Although we have policies and controls in place that are designed to ensure compliance with these laws, if those controls are ineffective or an employee or intermediary fails to comply with the applicable regulations, we may be subject to criminal and civil sanctions as well as other penalties.
Although we have policies and controls in place that are designed to ensure compliance with these laws and sanctions regimes, if those controls are ineffective or an employee or intermediary fails to comply with the applicable regulations, we may be subject to criminal and civil sanctions as well as other penalties.
Our business in foreign markets subjects us to risks customarily associated with such operations, including: ● foreign withholding taxes on, or bank regulatory restrictions on expatriating, our subsidiaries’ earnings that could reduce cash flow available to meet our required debt service and other obligations; ● the complexity of foreign laws, regulations and markets; 26 ● the impact of foreign labor laws and disputes; ● potential risks relating to our ability to manage our foreign operations, monitor our customers’ activities or our partners’ activities which may subject us to risks involving such other entities’ financial condition or to inconsistent interests or goals; ● gaming tax increases; ● other economic, tax and regulatory policies of foreign governments; and ● the ability to attract and retain key personnel in foreign jurisdictions.
Our business in foreign markets subjects us to risks customarily associated with such operations, including: ● foreign withholding taxes on, or bank regulatory restrictions on expatriating, our subsidiaries’ earnings that could reduce cash flow available to meet our required debt service and other obligations; ● the complexity of foreign laws, regulations and markets; 28 ● the impact of foreign labor laws and disputes; ● potential risks relating to our ability to manage our foreign operations, monitor our customers’ activities or our partners’ activities which may subject us to risks involving such other entities’ financial condition or to inconsistent interests or goals; ● gaming tax increases; ● other economic, tax and regulatory policies of foreign governments; and ● the ability to attract and retain key personnel in foreign jurisdictions.
Factors affecting the trading price of the Company’s securities may include: ● market conditions affecting the gaming industry; ● quarterly variations in our results of operations; ● changes in government regulations; ● the announcement of acquisitions by us or our competitors; ● changes in general economic and political conditions; ● volatility in the financial markets; ● results of our operations and the operations of others in our industry; ● changes in interest rates; ● threatened or actual litigation and government investigations; ● the addition or departure of key personnel; ● actions taken by our stockholders, including the sale or disposition of their shares of our common stock; and ● differences between our actual financial and operating results and those expected by investors and analysts and changes in analysts’ recommendations or projections. 32 Broad market and industry factors may materially harm the market price of our securities irrespective of our operating performance.
Factors affecting the trading price of the Company’s securities may include: ● market conditions affecting the gaming industry; ● quarterly variations in our results of operations; ● changes in government regulations; ● the announcement of acquisitions by us or our competitors; ● changes in general economic and political conditions; ● volatility in the financial markets; ● results of our operations and the operations of others in our industry; ● changes in interest rates; ● threatened or actual litigation and government investigations; ● the addition or departure of key personnel; ● actions taken by our stockholders, including the sale or disposition of their shares of our common stock; and ● differences between our actual financial and operating results and those expected by investors and analysts and changes in analysts’ recommendations or projections. 34 Broad market and industry factors may materially harm the market price of our securities irrespective of our operating performance.
Player perception of our customers may also impact the willingness of players to engage with our customers, which in turn may have an adverse effect on our results of operation. 31 Risks Relating to Our Status as a Public Company and Ownership of Our Common Stock We may be required to recognize impairment charges related to goodwill, identified intangible assets and property and equipment or to take write-downs or write-offs, restructuring or other charges that could have a significant negative effect on our financial condition, results of operations and stock price, which could have an adverse effect on our common stock and your investment.
Player perception of our customers may also impact the willingness of players to engage with our customers, which in turn may have an adverse effect on our results of operation. 33 Risks Relating to Our Status as a Public Company and Ownership of Our Common Stock We may be required to recognize impairment charges related to goodwill, identified intangible assets and property and equipment or to take write-downs or write-offs, restructuring or other charges that could have a significant negative effect on our financial condition, results of operations and stock price, which could have an adverse effect on our common stock and your investment.
Consolidation among gaming operators could result in our customers using more products and services of our competitors or reducing their spending on our products, or could otherwise cause downward pricing pressures, any of which outcomes could negatively affect our business.
Consolidation among gaming operators could result in our customers using more products and services from our competitors or reducing their spending on our products, or could otherwise cause downward pricing pressures, any of which outcomes could negatively affect our business.
Generally, our customer contracts within the Leisure business segment are for terms of four to six years (although in certain cases they are longer), but certain customers have options for early termination under certain circumstances or to reduce machines volumes in certain circumstances, and we may face pressure to renew or upgrade terminals during the lives of these contracts, which could adversely affect revenue or our return on capital and leave us with surplus terminals.
Generally, our customer contracts within the Leisure business segment are for terms of four to six years (although in certain cases they are longer), but certain customers have options for early termination under certain circumstances or to reduce machine volumes in certain circumstances, and we may face pressure to renew or upgrade terminals during the lives of these contracts, which could adversely affect revenue or our return on capital and leave us with surplus terminals.
Any determination that we have, directly or indirectly, been engaged in unlawful activity relating to gaming may adversely affect our standing with gaming regulators, and our ability to obtain and retain required licenses and other approvals in such jurisdiction or other jurisdictions. 21 We may be required to obtain and maintain licenses and certifications from various state and local jurisdictions in order to operate certain aspects of our business and we and our key personnel and certain security holders may be subject to extensive background investigations and suitability standards.
Any determination that we have, directly or indirectly, been engaged in unlawful activity relating to gaming may adversely affect our standing with gaming regulators, and our ability to obtain and retain required licenses and other approvals in such jurisdiction or other jurisdictions. 23 We may be required to obtain and maintain licenses and certifications from various state and local jurisdictions in order to operate certain aspects of our business and we and our key personnel and certain security holders may be subject to extensive background investigations and suitability standards.
Gaming regulators may take enforcement action against us (including the imposition of significant fines) where the payout ratios fall below the ratios advertised to customers, or our software, networks, systems, games and/or products otherwise suffer from technical error, failure or lapse. 23 We may be adversely affected by disruptions to our transaction gaming and lottery systems, as well as disruptions to our internal enterprise and information technology systems.
Gaming regulators may take enforcement action against us (including the imposition of significant fines) where the payout ratios fall below the ratios advertised to customers, or our software, networks, systems, games and/or products otherwise suffer from technical error, failure or lapse. 25 We may be adversely affected by disruptions to our transaction gaming and lottery systems, as well as disruptions to our internal enterprise and information technology systems.
In jurisdictions that authorize interactive gaming, we cannot assure that we will be successful in offering our technology, content and services to interactive gaming operators, because we expect to face intense competition from our traditional competitors in the gaming and lottery industries as well as a number of other domestic and foreign competitors (and, in some cases, the operators themselves), many of which have substantially greater financial resources or experience in this area than we do. 27 Know-your-customer and geo-location programs and technologies supplied by third parties are an important aspect of certain interactive gaming products and services, because they can confirm certain information with respect to players and prospective players, such as age, identity and location.
In jurisdictions that authorize interactive gaming, we cannot assure that we will be successful in offering our technology, content and services to interactive gaming operators, because we expect to face intense competition from our traditional competitors in the gaming and lottery industries as well as a number of other domestic and foreign competitors (and, in some cases, the operators themselves), many of which have substantially greater financial resources or experience in this area. 29 Know-your-customer and geo-location programs and technologies supplied by third parties are an important aspect of certain interactive gaming products and services, because they can confirm certain information with respect to players and prospective players, such as age, identity and location.
Accordingly, volatility or disruption in the financial markets could impair our ability to execute our growth strategy and could have an adverse effect on the trading price of our common stock. 34 Currency exchange rate fluctuations could result in lower revenue, higher costs and decreased margins and earnings.
Accordingly, volatility or disruption in the financial markets could impair our ability to execute our growth strategy and could have an adverse effect on the trading price of our common stock. 36 Currency exchange rate fluctuations could result in lower revenue, higher costs and decreased margins and earnings.
Any such violation could disrupt our business and adversely affect our reputation, results of operations, cash flows and financial condition. 22 We review and develop our internal compliance programs in an effort to ensure that we comply with legal requirements imposed in connection with our business activities.
Any such violation could disrupt our business and adversely affect our reputation, results of operations, cash flows and financial condition. 24 We review and develop our internal compliance programs in an effort to ensure that we comply with legal requirements imposed in connection with our business activities.
We have operations in a variety of countries, which subjects us to additional risks. We are a global business and derived substantially all of our revenue outside the U.S. during the year ended December 31, 2024.
We have operations in a variety of countries, which subjects us to additional risks. We are a global business and derived substantially all of our revenue outside the U.S. during the year ended December 31, 2025.
Any deterioration in economic conditions or the continuation of uncertain economic conditions could have an adverse effect on our business, financial condition, results of operations and prospects. Other economic risks which may adversely affect our performance include high interest rates, inflation and volatile foreign exchange markets, and effects arising from Great Britain’s exit from the European Union (“Brexit”).
Any deterioration in economic conditions or the continuation of uncertain economic conditions could have an adverse effect on our business, financial condition, results of operations and prospects. Other economic risks which may adversely affect our performance include high interest rates, inflation and volatile foreign exchange markets, and effects arising from the UK’s exit from the European Union (“Brexit”).
Gaming may lose popularity as new leisure activities arise or as other leisure activities become more popular. Alternatively, changes in social mores and demographics could result in reduced acceptance of gaming as a leisure activity. If the popularity of gaming declines for any reason, our business, financial condition and results of operations may be adversely affected.
Gaming may lose popularity as new leisure activities arise or as other leisure activities become more popular. Alternatively, changes in social habits, preferences and demographics could result in reduced acceptance of gaming as a leisure activity. If the popularity of gaming declines for any reason, our business, financial condition and results of operations may be adversely affected.
In addition, our business has signed a number of significant contracts whose performance depends upon third party suppliers delivering equipment on schedule for us to meet its contract commitments. Failure of the suppliers to meet their delivery commitments could result in us being in breach of and subsequently losing those contracts.
In addition, our business has signed a number of significant contracts whose performance depends upon third party suppliers delivering equipment on schedule for us to meet contractual commitments. Failure of the suppliers to meet their delivery commitments could result in us being in breach of and subsequently losing those contracts.
If a key parameter is changed, such as the level of taxation or duty or the maximum stake or prize or return to player of a game, then it may be to the detriment of our business, financial condition, results and prospects or we may be unable to distribute our products profitably. Our business is subject to evolving technology.
If a key parameter is changed, such as the level of taxation or duty or the maximum stake or prize or return to player of a game, then it may be to the detriment of our business, financial condition, results and prospects or we may be unable to distribute our products profitably.
The compliance program is run on a day-to-day basis by our in-house legal department with compliance and technical advice provided by our compliance manager and outside professionals.
The compliance program is run on a day-to-day basis by our in-house legal department with compliance and technical advice provided by our compliance managers and outside professionals.
The RCF Agreement governing credit facility borrowings contains various covenants (which include restrictions regarding the incurrence of liens, the incurrence of indebtedness by the Company’s subsidiaries and fundamental changes, subject in each case to certain exceptions), representations, warranties, limitations and events of default (which include non-payment, breach of obligations under the financing documents, cross-default, insolvency and litigation) customary for similar facilities for similarly rated borrowers and subject to customary carve-outs and grace periods.
The RCF Agreement governing credit facility borrowings contains various covenants (which include restrictions regarding the incurrence of liens, the incurrence of indebtedness by the Financing Parent’s subsidiaries and fundamental changes, subject in each case to certain exceptions), representations, warranties, limitations and events of default (which include non-payment, breach of obligations under the financing documents, cross-default, insolvency and litigation) customary for similar facilities and subject to customary carve-outs and grace periods.
Certain key customers, including certain UK, Italian and Greek gaming terminal customers and certain Virtual Sports customers, make a significant contribution to our revenue and profitability. Our top ten customers generated approximately 49% of total revenue, however, no customers generated more than 10% of total revenue in the year ended December 31, 2024.
Certain key customers, including certain UK, Italian and Greek gaming terminal customers and certain Virtual Sports customers, make a significant contribution to our revenue and profitability. Our top ten customers generated approximately 48% of total revenue, however, no customers generated more than 10% of total revenue in the year ended December 31, 2025.
Our Gaming and Leisure terminal contracts in the UK, Italy and Greece often require significant up-front capital expenditures for terminal assembly, software customization and implementation, systems and equipment installation and telecommunications configuration. Historically, we have funded these up-front costs through cash flows generated from operations and external borrowings.
Our Gaming and, to a much lesser degree, our Leisure terminal contracts in the UK, Italy and Greece often require significant up-front capital expenditures for terminal assembly, software customization and implementation, systems and equipment installation and telecommunications configuration. Historically, we have funded these up-front costs through cash flows generated from operations and external borrowings.
In addition, we are subject to various gaming taxes, which are subject to increase at any time. 24 Licensing and gaming authorities have significant control over our operations and ownership, and could cause us to redeem certain stockholders on potentially disadvantageous terms.
In addition, we are subject to various gaming taxes, which are subject to change at any time. 26 Licensing and gaming authorities have significant control over our operations and ownership, and could cause us to redeem certain stockholders on potentially disadvantageous terms.
We may issue a significant number of shares of our common stock or other securities from time to time. We may issue shares of our common stock or other securities from time to time as consideration for, or to finance, future acquisitions and investments or for other capital needs.
We may issue shares of our common stock or other securities from time to time as consideration for, or to finance, future acquisitions and investments or for other capital needs.
A material weakness is a deficiency, or a combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of a company’s annual or interim financial statements will not be prevented or detected on a timely basis.
A material weakness is a deficiency, or combination of deficiencies, in internal control over financial reporting such that there is a reasonable possibility that a material misstatement of our annual or interim financial statements would not be prevented or detected on a timely basis.
Failure to remediate these material weaknesses or any other material weaknesses that we identify in the future could result in material misstatements in our financial statements. ● Particularly in our Virtuals business, we rely on a relatively small number of customers for a significant portion of our sales, and the loss of, or material reduction in, sales to any of our top customers could have an adverse effect on our business, results of operations, financial condition and prospects. ● We are dependent on our relationships with key suppliers to obtain equipment and other supplies for our business on acceptable terms. ● We operate in a highly competitive industry and our success depends upon our ability to effectively compete with numerous worldwide businesses. ● One of the major risks to our business is the use of Artificial Intelligence (“AI”) by malicious actors.
Notwithstanding this progress, and management’s expectation that all identified material weaknesses will be remedied in the year ending December 31, 2026, failure to remediate these material weaknesses or any other material weaknesses that we identify in the future could result in material misstatements in our financial statements. ● Particularly in our Virtuals business, we rely on a relatively small number of customers for a significant portion of our sales, and the loss of, or material reduction in, sales to any of our top customers could have an adverse effect on our business, results of operations, financial condition and prospects. ● We are dependent on our relationships with key suppliers to obtain equipment and other supplies for our business on acceptable terms. ● We operate in a highly competitive industry and our success depends upon our ability to effectively compete with numerous worldwide businesses. ● One of the major risks to our business is the use of Artificial Intelligence (“AI”) by malicious actors.
Our businesses are subject to a number of federal, state, local and foreign laws and regulations governing data privacy and security, including with respect to the collection, storage, use, transmission and protection of personal information and other consumer data. In particular, the EU has adopted strict data privacy regulations.
Our businesses are subject to a number of federal, state, local and foreign laws and regulations governing data privacy and security, including with respect to the collection, storage, use, transmission and protection of personal information and other consumer data.
Our business may be affected by changes in general and local economic and political conditions. The demand for our services is sensitive to general and local economic conditions over which we have no control, including changes in the levels of consumer disposable income and geographic exposure to macro-economic trends and taxation.
The demand for our services is sensitive to general and local economic conditions over which we have no control, including changes in the levels of consumer disposable income and geographic exposure to macro-economic trends and taxation.
The RCF Financial Covenant is calculated as the ratio of consolidated senior secured net debt to consolidated pro forma EBITDA (defined as net loss excluding depreciation and amortization, interest expense, interest income and income tax expense) for the 12-month period preceding the relevant quarterly testing date and is tested quarterly on a rolling basis, subject to the Initial Facility (as defined in the RCF Agreement) being drawn on the relevant test date.
The RCF Financial Covenant is calculated as the ratio of consolidated senior secured net debt to consolidated pro forma EBITDA (defined as net loss excluding depreciation and amortization, interest expense, interest income and income tax expense) for the 12-month period preceding the relevant quarterly testing date and is tested quarterly on a rolling basis.
Acts of terrorist violence, cyber-terrorism, political unrest, armed regional and international hostilities and international responses to these hostilities, natural disasters, including hurricanes or floods, global health risks or pandemics or the threat of or perceived potential for these events could have a negative impact on us.
Acts of terrorist violence, cyber-terrorism, political unrest, armed regional and international hostilities and international responses to these hostilities, global health risks or pandemics, natural disasters such as cyclones and typhoons, or the threat of or perceived potential for these events could have a negative impact on us.
We are also subject to anti-money laundering and anti-terrorist financing laws and regulations, and to economic and trade sanctions programs administered by the Office of Foreign Assets Control (OFAC) in the U.S. relating to our ability to engage in transactions with entities that are domiciled in countries or territories subject to comprehensive OFAC trade sanctions (currently, Cuba, Iran, North Korea, Syria, and Crimea), or that are included on OFAC’s list of Specially Designated Nationals and Blocked Persons.
We are also subject to anti-money laundering and anti-terrorist financing laws and regulations, and to economic and trade sanctions programs administered by the Office of Foreign Assets Control (OFAC) in the U.S. relating to our ability to engage in transactions with entities that are domiciled in countries or territories subject to comprehensive OFAC trade sanctions (currently under extensive sanctions:, Cuba, Iran, North Korea, Russia, and Crimea, Donetsk and Luhansk regions of Ukraine, as well as others under targeted sanctions programs), or that are included on OFAC’s list of Specially Designated Nationals and Blocked Persons.
Following the occurrence of an event of default which has not been waived or remedied, the Lenders who represent more than 66.67% of total commitments under the RCF may, subject to the terms of an intercreditor agreement (which governs the relationship between the Lenders and the holders of the Senior Secured Notes), instruct the agent to (i) accelerate the RCF Loans, (ii) instruct the security agent to enforce the transaction security and/or (iii) exercise any other remedies available to the Lenders. 29 The RCF Agreement requires that the Company maintain a maximum consolidated senior secured net leverage ratio of 6.25x on the test date for the relevant period ended June 30, 2022, 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”).
Following the occurrence of an event of default which has not been waived or remedied, the Lenders who represent more than 50% of total commitments under the RCF may, subject to the terms of an intercreditor agreement (which governs the relationship between the Lenders and the holders of the Senior Notes), instruct the agent to (i) accelerate the RCF Loans, (ii) instruct the security agent to enforce the transaction security and/or (iii) exercise any other remedies available to the Lenders. 31 The RCF Agreement requires that the Financing Parent maintain a maximum consolidated senior secured net leverage ratio of 5.50x on the test date for the relevant period ended September 30, 2025, stepping down to 5.25x on June 30, 2027 and thereafter (the “RCF Financial Covenant”).
The ability of our subsidiaries to pay dividends or make other payments or distributions to us will depend upon their respective operating results and may be restricted by, among other things, the laws of their jurisdiction of organization (which may limit the amount of funds available for the payment of dividends and other distributions to us), the terms of existing and future indebtedness and other agreements of our subsidiaries and the covenants of any future outstanding indebtedness we or our subsidiaries incur. 25 Our inability to complete future acquisitions of gaming and related businesses we acquire in the future could limit our future growth, if any.
The ability of our subsidiaries to pay dividends or make other payments or distributions to us will depend upon their respective operating results and may be restricted by, among other things, the laws of their jurisdiction of organization (which may limit the amount of funds available for the payment of dividends and other distributions to us), the terms of existing and future indebtedness and other agreements of our subsidiaries and the covenants of any future outstanding indebtedness we or our subsidiaries incur. 27 Our inability to identify, complete or successfully integrate future acquisitions could limit our growth and adversely affect our results.
Failure to take adequate steps to mitigate the likelihood or potential impact of such events, or to effectively manage such events if they occur, adversely affect our business, financial condition, and results of operations, as well as require additional resources to restore our supply chain. 16 Our results of operations could be adversely affected by labor shortages, turnover, and labor cost increases.
Failure to take adequate steps to mitigate the likelihood or potential impact of such events, or to effectively manage such events if they occur, adversely affect our business, financial condition, and results of operations, as well as require additional resources to restore our supply chain.
The Indenture governing the Senior Secured Notes contains incurrence covenants that limit the ability of the Company and the Company’s restricted subsidiaries to, among other things, (i) incur or guarantee additional debt and issue certain preferred stock of restricted subsidiaries; (ii) create or incur certain liens; (iii) make restricted payments, including dividends or distributions to the Company’s stockholders or repurchase the Company’s stock; (iv) prepay or redeem subordinated debt; (v) make certain investments, including participating joint ventures; (vi) create encumbrances or restrictions on the payment of dividends or other distributions by restricted subsidiaries; (vii) sell assets, or consolidate or merge with or into other companies; (viii) sell or transfer all or substantially all of the Company’s assets or those of the Company’s subsidiaries on a consolidated basis; (ix) engage in certain transactions with affiliates; and (x) create unrestricted subsidiaries.
The Notes Purchase Agreement governing the Senior Notes contains incurrence covenants that limit the ability of DMWSL 631 Limited (the “Financing Parent”) and its restricted subsidiaries to, among other things, (i) incur or guarantee additional debt and issue certain preferred stock of restricted subsidiaries; (ii) create or incur certain liens; (iii) make restricted payments, including dividends or distributions to the Financing Parent’s stockholders or repurchase the Financing Parent’s stock; (iv) prepay or redeem subordinated debt; (v) make certain investments, including participating joint ventures; (vi) sell assets, or consolidate or merge with or into other companies; (vii) sell or transfer all or substantially all of the Financing Parent’s assets or those of the Financing Parent’s subsidiaries on a consolidated basis; and (viii) engage in certain transactions with affiliates.
There can be no assurance that our business might not be affected by a security breach, virus, Denial of Service attack, or technical error, failure or lapse which could have an adverse impact on our business.
Our ability to monitor and ensure quality of our products is continually reviewed and enhanced. There can be no assurance that our business might not be affected by a security breach, virus, Denial of Service attack, or technical error, failure or lapse which could have an adverse impact on our business.
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.
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 the year ended December 31, 2024, we earned approximately 73% of our revenue from our operations in the UK, 7% of our revenue from our operations in Greece, and 20% of our revenue from our operations in the rest of the world.
In the year ended December 31, 2025, we earned approximately 69% of our revenue from our operations in the UK, 9% of our revenue from our operations in Greece, and 22% of our revenue from our operations in the rest of the world.
Pursuant to Section 404 of the Sarbanes-Oxley Act of 2002, as amended, our management is required to report on, and our independent registered public accounting firm is required to attest to, the effectiveness of our internal control over financial reporting.
Pursuant to Section 404 of the Sarbanes-Oxley Act of 2002, management is required to assess, and our independent registered public accounting firm is required to attest to, the effectiveness of our internal control over financial reporting. Compliance with Section 404 requires significant documentation, testing and ongoing evaluation of our control environment.
We may also grant registration rights covering shares of our common stock or other securities that we may issue in connection with any such acquisitions and investments.
We may also grant registration rights covering shares of our common stock or other securities that we may issue in connection with any such acquisitions and investments. The actual or perceived issuance or resale of these securities could cause the market price of our common stock to decline significantly.
We may not be successful in promptly remediating the material weaknesses identified by management, or be able to identify and remediate additional control deficiencies, including material weaknesses, in the future.
Management anticipates that the new controls, as implemented and when tested for a sufficient period of time, will remediate the material weaknesses. We may not be successful in promptly remediating the material weaknesses identified by management, or be able to identify and remediate additional control deficiencies, including material weaknesses, in the future.
We operate in a highly competitive industry and our success depends upon our ability to effectively compete with numerous worldwide businesses. We face competition from a number of businesses, including worldwide businesses, many of which have substantially greater financial resources and operating scale than we do, or which may operate in countries which have lower labor costs .
We face competition from a number of businesses, including worldwide businesses, many of which have substantially greater financial resources and operating scale than we do, or which may operate in countries which have lower labor costs. Such competition could adversely affect our ability to win new contracts and sales and renew existing contracts.
These events could adversely affect our customers’ levels of business activity (or involve government mandated shutdowns of our venues) and precipitate sudden significant changes in regional and global economic conditions and cycles.
These events could adversely affect our customers’ levels of business activity in certain areas (or involve government-mandated shutdowns of our customers’ and our venues) and precipitate sudden significant changes in regional and global economic conditions and cycles. We generally do not have insurance for losses and interruptions caused by terrorist attacks, conflicts and wars.
Mandatory levies are and can be introduced in certain places, such as the UK, to fund research into the prevention, treatment, and prevention of gambling related harm . 17 Our ability to bid on new contracts may be dependent upon our ability to fund any required up-front capital expenditures through our cash from operations, the incurrence of indebtedness or the raising of additional equity capital.
Our ability to bid on new contracts may be dependent upon our ability to fund any required up-front capital expenditures through our cash from operations, the incurrence of indebtedness or the raising of additional equity capital.
We generally do not have insurance for losses and interruptions caused by terrorist attacks, conflicts and wars. If these disruptions prevent us from effectively serving our customers, our results of operations could be adversely affected. ITEM 1B. UNRESOLVED STAFF COMMENTS. None.
If these disruptions prevent us from effectively serving our customers, our results of operations could be adversely affected. ITEM 1B. UNRESOLVED STAFF COMMENTS. None.
Our business competes on the basis of the stability, security and integrity of our software, networks, systems, games and products. We believe that our success depends, in significant part, on providing secure products and systems to our vendors and customers with high levels of uptime, quality and availability.
We believe that our success depends, in significant part, on providing secure products and systems to our vendors and customers with high levels of uptime, quality and availability. Attempts to penetrate security measures may come from various combinations of customers, retailers, vendors, players, employees and others.
Anti-takeover provisions contained in our second amended and restated certificate of incorporation and bylaws, as well as provisions of Delaware law, could impair a takeover attempt.
Any such future offerings, or the perception that we may conduct such offerings, could materially and adversely affect the market price of our securities. 35 Anti-takeover provisions contained in our second amended and restated certificate of incorporation and bylaws, as well as provisions of Delaware law, could impair a takeover attempt.
Further, if we are unable to cost-effectively recruit, train and retain sufficient skilled personnel, we may not be able to adequately satisfy increased demand for our products and services, which could adversely affect our operating results. 28 Restrictions in our existing borrowings, including covenants set forth in our existing debt facilities, or any other indebtedness we may incur in the future, could adversely affect our business, financial condition, or results of operations, and our ability to make distributions to stockholders and the value of our common stock.
Failure to implement effective succession planning or to recruit and retain talent on commercially reasonable terms could adversely affect our growth, operational performance and competitive position. 30 Restrictions in our existing borrowings, including covenants set forth in our existing debt facilities, or any other indebtedness we may incur in the future, could adversely affect our business, financial condition, or results of operations, and our ability to make distributions to stockholders and the value of our common stock.
Our revenue is subject to a number of variations. Equipment sales and software license revenue usually reflect a limited number of large transactions, which may not recur on an annual basis. Consequently, revenue and operating results can vary substantially from period to period as a result of the timing of equipment sales and software licensing.
Our revenues and operating results are subject to significant fluctuations from period to period due to the timing, size and mix of contracts, product deployments and customer renewals. Equipment sales and certain software license revenues often reflect a limited number of large transactions that may not recur on a predictable or annual basis.
These risks are discussed more fully below and include, but are not limited to, risks related to the following: ● We have identified material weaknesses in our disclosure controls and procedures and internal control over financial reporting, which we are in the process of remediating.
We have identified material weaknesses in our disclosure controls and procedures and internal control over financial reporting.
We could lose substantial revenue due to introduction or increase of gaming taxes, levies, withholding taxes and other local taxes. Changes in applicable gambling regulations or taxation regimes may affect the revenue or profits generated by the contracts we enter into with our customers.
We could lose substantial revenue due to introduction or increase of gaming taxes, levies, withholding taxes and other local taxes. We could lose substantial revenue or experience reduced profitability due to the introduction of, or increases in, gaming taxes, statutory levies, withholding taxes, digital services taxes and other local or cross-border fiscal measures.
We believe that our success depends, in part, on protecting our intellectual property in the UK and in other countries. Our intellectual property includes certain trademarks relating to our systems, as well as certain patents and proprietary or confidential information that is not subject to patent or similar protection.
We believe that our success depends, in part, on protecting our intellectual property in the UK, the US, Brazil, Canada and in other countries in which we operate.
There can be no assurance that our business activities, games, products and systems will not infringe upon, misappropriate of otherwise violate the proprietary rights of others, or that other parties will not assert infringement or misappropriation claims against us.
These measures may not prevent unauthorized use, reverse engineering, misappropriation or copying of our technology or business methods, and enforcing our rights globally can be costly and uncertain. We may be subject to claims that our games, software, platforms, mechanics, branding or other business activities infringe, misappropriate or otherwise violate the proprietary rights of third parties.
Our intellectual property protects the integrity of our games, systems, products and services, which is a core value of the industries in which we operate. Protecting our intellectual property can be expensive and time-consuming, may not always be successful depending on local laws or other circumstances, and we also may choose not to pursue registrations in certain countries.
Our intellectual property protects the integrity, security and distinctiveness of our games, remote gaming server platforms, systems, products and services, which are core to the regulated industries in which we operate. The scope and enforceability of intellectual property rights vary by jurisdiction, and protection may be limited or unavailable in certain markets.
Data subjects also have a right to compensation as a result of an organization’s breach of the GDPR that has affected them, for financial or non-financial losses (e.g., distress). Our results of operations fluctuate due to seasonality and other factors and, therefore, our periodic operating results are not guarantees of future performance.
Any material failure to maintain appropriate data governance, security controls or regulatory compliance could materially and adversely affect our business, financial condition and results of operations. Our results of operations fluctuate due to seasonality and other factors and, therefore, our periodic operating results are not guarantees of future performance.
Data supervisory authorities also have the power to issue fines for non-compliance of the GDPR of up to 4% of an organization’s annual worldwide turnover or €20m (£17.5 million under the UK GDPR), whichever is higher.
Failure to comply with applicable data protection, cybersecurity or AI-related requirements could result in regulatory investigations, administrative fines (including under the GDPR of up to 4% of annual worldwide turnover or €20 million (or £17.5 million under the UK GDPR), whichever is higher), litigation, contractual liability, operational disruption or reputational harm.
Removed
The rules governing the standards that must be met for management to assess our internal control over financial reporting are complex and require significant documentation, testing and possible remediation. Annually, we perform activities that include reviewing, documenting and testing our internal control over financial reporting.
Added
These disclosures reflect our beliefs and opinions as to factors that could materially and adversely affect us and our securities in the future.
Removed
In addition, if we fail to maintain the adequacy of our internal control over financial reporting, we will not be able to conclude on an ongoing basis that we have effective internal control over financial reporting in accordance with Section 404 of the Sarbanes-Oxley Act of 2002.
Added
References to past events are provided by way of example only and are not intended to be a complete listing or a representation as to whether or not such factors have occurred in the past or their likelihood of occurring in the future.
Removed
If we fail to achieve and maintain an effective internal control environment, we could suffer misstatements in our financial statements and fail to meet our reporting obligations, which would likely cause investors to lose confidence in our reported financial information.
Added
These risks are discussed more fully below and include, but are not limited to, risks related to the following: ● During the year ended December 31, 2025, except for the items mentioned in Item 9A, management has successfully remediated previously identified material weaknesses through (i) hiring additional qualified accounting and SOX personnel, (ii) implementing new financial systems and enhancing system configurations, (iii) designing and implementing new and enhanced process-level controls across all significant financial reporting cycles, (iv) enhancing documentation of U.S.
Removed
Our management may be unable to conclude in future periods that our disclosure controls and procedures are effective due to the effects of various factors, which may, in part, include unremediated material weaknesses in internal control over financial reporting. For further discussion of the material weaknesses, see Item 4, Controls and Procedures.
Added
GAAP accounting policies and procedures, (v) strengthening management review controls and evidentiary standards, (vi) implementing and testing IT change management and logical access controls across in-scope applications; and (vii) establishing a formalized SOX testing and monitoring program.
Removed
Management is committed to maintaining a strong internal control environment and is working towards achieving effective controls. Management anticipates that the new controls, as implemented and when tested for a sufficient period of time, will remediate the material weaknesses.
Added
During the year ended December 31, 2025, except for the items mentioned in Item 9A, management has successfully remediated previously identified material weaknesses through (i) hiring additional qualified accounting and SOX personnel, (ii) implementing new financial systems and enhancing system configurations, (iii) designing and implementing new and enhanced process-level controls across all significant financial reporting cycles, (iv) enhancing documentation of U.S.
Removed
If not remediated, our failure to establish and maintain effective disclosure controls and procedures and internal control over financial reporting could result in material misstatements in our financial statements and a failure to meet our reporting and financial obligations, each of which could have a material adverse effect on our financial condition and as a result, our stockholders could lose confidence in our financial results, which could harm our business and the value of our shares.
Added
GAAP accounting policies and procedures, (v) strengthening management review controls and evidentiary standards, (vi) implementing and testing IT change management and logical access controls across in-scope applications; and (vii) establishing a formalized SOX testing and monitoring program.
Removed
Inflationary pressures, shortages in the labor market, and increased competition within and outside our industry for talented employees have increased our labor costs, which could negatively impact our profitability. Labor shortages or lack of skilled labor, and current UK policy have led to increases in costs to meet demand as we roll out incremental programs to attract and retain talent.
Added
Notwithstanding this progress, and management’s expectation that all identified material weaknesses will be remedied in the year ending December 31, 2026, failure to remediate these material weaknesses or any other material weaknesses that we identify in the future could result in material misstatements in our financial statements.
Removed
Further taxes may be introduced in the UK which may further increase labor costs . Labor shortages may also negatively impact us from servicing all demand that exists for our products or operating our service operations and manufacturing facilities efficiently.
Added
If we fail to maintain effective internal control over financial reporting, we may be unable to conclude that our disclosure controls and procedures are effective. 16 Our control environment is inherently complex due to the multi-jurisdictional nature of our operations, including varying gaming tax regimes, statutory levies, withholding taxes, transfer pricing considerations and evolving regulatory requirements across multiple territories.
Removed
Many of the contracts we have with our customers are on revenue-sharing (net of gaming taxes) terms, and therefore changes which adversely affect our customers are likely to adversely affect us.
Added
In addition, a significant portion of our revenue is derived from revenue-share and performance-based arrangements, which require complex calculations tied to customer gross gaming revenue, tax deductions, contractual adjustments and system integrations. The accounting for such arrangements under U.S. GAAP involves significant judgment, estimation and reliance on data received from customers and third-party platforms.
Removed
In addition, any such changes may cause our customers to seek to renegotiate their contracts, may alter the terms on which such customers are prepared to renew their contracts and may affect their ability or willingness to renew their contracts.

… 125 more changes not shown on this page.

Item 1C. Cybersecurity

Cybersecurity — threats and controls disclosure

4 edited+0 added−0 removed10 unchanged
Biggest changeThe Company’s Director Information Security holds high-level licenses and certifications relating to information security, including being a Certified Chief Information Security Officer and holding a BCS Foundation Certificate in Formation Security Management Principles.
Biggest changeThe Company’s Director Information Security holds high-level licenses and certifications relating to information security, including being a Certified Chief Information Security Officer and (C-CISO), Certified Information Systems Security Professional (CISSP) and holding a Certificate in Formation Security Management Principles (CISMP).
The Company’s assessment of risks associated with use of third-party providers is part of the Company’s overall cybersecurity risk management program. 36 The Company also maintains a training program (“Training Program”), which is designed, implemented, and maintained by the Company’s Director of Information Security.
The Company’s assessment of risks associated with use of third-party providers is part of the Company’s overall cybersecurity risk management program. 38 The Company also maintains a training program (“Training Program”), which is designed, implemented, and maintained by the Company’s Director of Information Security.
The Company’s Information Security Governance Board, chaired by the Company’s Director of Information Security and comprised of the General Counsel, the President & Chief Executive Officer, the Chief Financial Officer, and the Chief Technology Officer - Product, drives awareness and alignment across broad stakeholder groups for cybersecurity governance and risk management and reporting.
The Company’s Information Security Governance Board, chaired by the Company’s Director of Information Security and comprised of the General Counsel, the President & Chief Executive Officer, the Chief Financial Officer, Chief Technology Officer, Chief Product Officer and the Enterprise Risk Manager, drives awareness and alignment across broad stakeholder groups for cybersecurity governance and risk management and reporting.
We use various tools and methodologies to manage cybersecurity risk, including implementation of a business continuity process that includes a comprehensive Incident Response Plan and Procedure that is reviewed on a regular cadence.
We use various tools and methodologies to manage cybersecurity risk, including implementation of a business continuity process that includes a comprehensive Incident Response Plan and Procedure that is reviewed on a regular basis.

Item 2. Properties

Properties — owned and leased real estate

2 edited+0 added−0 removed0 unchanged
Biggest changeThe primary locations were as follows: ● Approximately 40,000 square feet of office space on one floor in Burton-on-Trent, East Midlands, UK. ● Approximately 1,700 square feet of flexible office space in Manchester, UK. ● Approximately 105,000 square feet of warehousing, across six UK Regional Distribution Centres. ● Approximately 80,000 square feet of administrative offices, workshop and warehousing in Bridgend, South Wales, UK. ● Approximately 60,000 square feet of administrative offices, repair centre and warehousing at Ashby de La Zouche, UK. ● Approximately 17,000 square feet of office space on one floor in Kochi, India. ● Approximately 3,200 square feet of office space on one floor in New York.
Biggest changeThe primary locations in the UK were as follows: ● Approximately 200 square feet of flexible office space in London, UK. ● Approximately 40,000 square feet of office space on one floor in Burton-on-Trent, East Midlands, UK. ● Approximately 1,700 square feet of flexible office space in Manchester, UK. ● Approximately 47,000 square feet of warehousing, across four UK regional distribution centers. ● Approximately 9,000 square feet of administrative offices and workshop facilities in Bridgend, South Wales, UK. ● Approximately 60,000 square feet of administrative offices, repair center and warehousing at Ashby de La Zouch, UK.
ITEM 2. PROPERTIES. As of December 31, 2024, the Company occupied approximately 300,000 square feet of leased space in the UK, 3,200 square feet in New York and 17,000 square feet in Kochi, India.
ITEM 2. PROPERTIES. As of December 31, 2025, the Company occupied approximately 158,000 square feet of leased space in the UK, 3,200 square feet of office space in New York and 22,000 square feet of office space in Kochi, India.

Item 3. Legal Proceedings

Legal Proceedings — active lawsuits and investigations

2 edited+0 added−1 removed0 unchanged
Biggest changeOn January 28, 2025, the SEC staff notified the Company that it had concluded its investigation as to the Company and did not intend to recommend an enforcement action. From time to time, the Company is involved in legal matters arising in the ordinary course of business.
Biggest changeITEM 3. LEGAL PROCEEDINGS. From time to time, the Company is involved in legal matters arising in the ordinary course of business.
While the Company believes that such matters are currently not material, there can be no assurance that matters arising in the ordinary course of business for which the Company is, or could be, involved in litigation, will not have a material adverse effect on its business, financial condition or results of operations. ITEM 4. MINE SAFETY DISCLOSURES. Not applicable.
While the Company believes that no such matters exist currently which are material, there can be no assurance that matters arising in the ordinary course of business for which the Company is, or could be, involved in litigation, will not have a material adverse effect on its business, financial condition or results of operations. ITEM 4. MINE SAFETY DISCLOSURES.
Removed
ITEM 3. LEGAL PROCEEDINGS. Securities Matters Arising From the Company’s Restated Financial Statements and Related Matters On March 12, 2024, the Company received a subpoena from the SEC seeking documents concerning, among other things, the Company’s recently restated financial statements. The Company cooperated with the SEC’s inquiry.

Item 5. Market for Registrant's Common Equity

Market for Common Equity — stock, dividends, buybacks

4 edited+1 added−0 removed0 unchanged
Biggest changeDividends We do not currently expect to pay cash dividends on our common stock and have not paid cash dividends on our common stock to date.
Biggest changeThe first repurchases under the Share Repurchase Program were made on November 20, 2025. (2) The average price paid per share includes commissions related to the repurchases. Dividends We do not currently expect to pay cash dividends on our common stock and have not paid cash dividends on our common stock to date.
Any future dividend payments are within the absolute discretion of our Board of Directors and will depend upon, among other things, our results of operations, working capital requirements, capital expenditure requirements, financial condition, level of indebtedness, contractual restrictions with respect to payment of dividends, business opportunities, anticipated cash needs, provisions of applicable law and other factors that our Board of Directors may deem relevant.
Any future dividend payments are within the absolute discretion of our Board of Directors and will depend upon, among other things, our results of operations, working capital requirements, capital expenditure requirements, financial condition, level of indebtedness, contractual restrictions with respect to payment of dividends, business opportunities, anticipated cash needs, provisions of applicable law and other factors that our Board of Directors may deem relevant. 40 ITEM 6.
ITEM 5. MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES. Market Information Our common stock is listed and traded on the Nasdaq Capital Market under the symbol “INSE”. Holders As of March 26, 2025, there were 32 holders of record of our common stock.
ITEM 5. MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES. Market Information Our common stock is listed and traded on the Nasdaq Capital Market under the symbol “INSE”. Holders As of March 5, 2026, there were 31 holders of record of our common stock.
This does not include the number of stockholders who hold shares of our common stock through banks, brokers or other financial institutions or nominees. Recent Sales of Unregistered Securities None. 37 Purchases of Equity Securities by the Issuer and Affiliated Purchasers There were no share repurchase activities during the three months ended December 31, 2024.
This does not include the number of stockholders who hold shares of our common stock through banks, brokers or other financial institutions or nominees. Recent Sales of Unregistered Securities None.
Added
Purchases of Equity Securities by the Issuer and Affiliated Purchasers The Company’s share repurchase activities for the three months ended December 31, 2025 were as follows (1) : Period Number of shares purchased Average price paid per share (2) Total number of shares purchased as part of publicly announced plans or programs Approximate dollar value of shares that may yet be purchased under the plans or programs October 1, 2025 to October 31, 2025 – $ – – $ – November 1, 2025 to November 30, 2025 56,604 $ 7.30 56,604 $ 24,586,991 December 1, 2025 to December 31, 2025 – $ – – $ – 56,604 $ 7.30 56,604 $ 24,586,991 (1) On November 5, 2025, the Company announced that the Board of Directors authorized the Company to repurchase up to $25.0 million of shares of the Company’s common stock (the “Share Repurchase Program”) on, or prior to, November 30, 2028.

Item 7. Management's Discussion & Analysis

Management's Discussion & Analysis (MD&A) — revenue / margin commentary

87 edited+48 added−34 removed72 unchanged
Biggest changeIn 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. 39 Overall Company Results Twelve Months ended December 31, 2024, compared to Twelve Months ended December 31, 2023 For the Twelve-Month Variance Period ended December 31, 2024 vs December 31, 2023 (In millions) December 31, 2024 December 31, 2023 Variance Attributable to Currency Movement Variance on a Functional currency basis Total Functional Currency Variance % Total Reported Variance % Revenue: Service $ 258.6 $ 257.8 $ 6.9 $ (6.1 ) (2 )% - Product 38.5 65.1 0.4 (27.0 ) (41 )% (41 )% Total revenue 297.1 322.9 7.3 (33.1 ) (10 )% (8 )% Cost of Sales, excluding depreciation and amortization: Cost of Service (70.3 ) (75.1 ) (1.9 ) 6.7 (9 )% (6 )% Cost of Product (22.0 ) (53.5 ) (0.4 ) 31.9 (60 )% (59 )% Staff-related selling, general and administrative expenses (65.5 ) (62.5 ) (1.6 ) (1.4 ) 2 % 5 % Non-staff related selling, general and administrative expenses (51.0 ) (44.3 ) (1.3 ) (5.4 ) 12 % 15 % Labor costs capitalized 11.9 11.8 0.2 (0.1 ) (1 )% 1 % Other segment items: Stock-based compensation (7.6 ) (11.2 ) (0.1 ) 3.7 (33 )% (32 )% Depreciation and amortization (43.3 ) (39.6 ) (1.1 ) (2.6 ) 7 % 9 % Other selling, general and administrative expenses (18.6 ) (9.6 ) (0.5 ) (8.5 ) 89 % 94 % Net operating Income 30.7 38.9 0.6 (8.8 ) (22 )% (21 )% Other income (expense) Interest expense, net (29.4 ) (27.4 ) (0.4 ) (1.6 ) 6 % 7 % Other finance income (expense) 0.5 0.4 - 0.1 25 % 25 % Total other income (expense), net (28.9 ) (27.0 ) (0.4 ) (1.5 ) 6 % 7 % Net Income from continuing operations before income taxes 1.8 11.9 0.2 (10.3 ) (87 )% (85 )% Income tax income (expense) 63.0 (5.0 ) 0.7 67.3 (1346 )% (1360 )% Net Income $ 64.8 $ 6.9 $ 0.9 $ 57.0 826 % 839 % Exchange Rate - $ to £ 1.28 1.25 See “Segments Results” below for a more detailed explanation of the significant changes in our components of revenue within the individual segment results of operations.
Biggest changeInspired also signed an extension to the Chisholm Bookmakers contract for four years, a new customer contract for JenningsBet for five years for the provision and installation of 591 Vantage terminals, and a new customer contract for Corbett Bookmakers for four years for the provision and installation of 148 flex terminals, all of which are in the Gaming segment. 43 Overall Company Results Twelve Months ended December 31, 2025, compared to Twelve Months ended December 31, 2024 For the Twelve-Month Variance Period ended December 31, 2025 vs December 31, 2024 (In $ millions) December 31, 2025 December 31, 2024 Variance Attributable to Currency Movement Variance on a Functional Currency Basis Total Functional Currency Variance % Total Reported Variance % Revenue: Service $ 278.6 $ 258.6 $ 8.9 $ 11.1 4 % 8 % Product 25.5 38.5 1.2 (14.2 ) (37 )% (34 )% Total revenue 304.1 297.1 10.1 (3.1 ) (1 )% 2 % Cost of Sales, excluding depreciation and amortization: Cost of Service (70.2 ) (70.3 ) (2.2 ) 2.3 (3 )% - Cost of Product (16.3 ) (22.0 ) (0.6 ) 6.3 (29 )% (26 )% Staff-related selling, general and administrative expenses (69.7 ) (65.5 ) (2.1 ) (2.1 ) 3 % 6 % Non-staff related selling, general and administrative expenses (49.8 ) (51.0 ) (1.4 ) 2.6 (5 )% (2 )% Labor costs capitalized 13.3 11.9 0.1 1.3 11 % 12 % Other segment items: Stock-based compensation (6.7 ) (7.6 ) (0.2 ) 1.1 (14 )% (12 )% Depreciation and amortization (52.4 ) (43.3 ) (2.6 ) (6.5 ) 15 % 21 % Loss on sale of business (6.6 ) - (0.4 ) (6.2 ) - - Other selling, general and administrative expenses (15.2 ) (18.6 ) (0.5 ) 3.9 (21 )% (18 )% Net operating Income 30.5 30.7 0.2 (0.4 ) (1 )% (1 )% Other income (expense) Interest expense, net (37.3 ) (29.4 ) (1.3 ) (6.6 ) 22 % 27 % Other finance income (expense) 0.9 0.5 - 0.4 80 % 80 % Total other income (expense), net (36.4 ) (28.9 ) (1.3 ) (6.2 ) 21 % 26 % Net (Loss)/Income from continuing operations before income taxes (5.9 ) 1.8 (1.1 ) (6.6 ) (367 )% (428 )% Income tax income (expense) (11.1 ) 63.0 - (74.1 ) (118 )% (118 )% Net (Loss)/Income $ (17.0 ) $ 64.8 $ (1.1 ) $ (80.7 ) (125 )% (126 )% Exchange Rate - $ to £ 1.32 1.28 See “Segments Results” below for a more detailed explanation of the significant changes in our components of revenue within the individual segment results of operations.
The RCF Financial Covenant is calculated as the ratio of consolidated senior secured net debt to consolidated pro forma EBITDA (defined as net loss excluding depreciation and amortization, interest expense, interest income and income tax expense) for the 12-month period preceding the relevant quarterly testing date and is tested quarterly on a rolling basis, subject to the Initial Facility (as defined in the RCF Agreement) being drawn on the relevant test date.
The RCF Financial Covenant is calculated as the ratio of consolidated senior secured net debt to consolidated pro forma EBITDA (defined as net income (loss) excluding depreciation and amortization, interest expense, interest income and income tax expense) for the 12-month period preceding the relevant quarterly testing date and is tested quarterly on a rolling basis, subject to the Initial Facility (as defined in the RCF Agreement) being drawn on the relevant test date.
“No. of Games available at the end of the period” and “Average No. of Games available” represents the number of games that are available for operators to deploy at the end of the period (including inactive legacy games still available 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.
“No. of Games available at the end of the period” and “Average No. of Games available” represents the number of games that are available for operators to deploy at the end of the period (including inactive legacy games still available and inactive new games that are available but have not yet gone live with any operators) and the average number of games that are available for operators to deploy during the period, respectively.
Working capital is reviewed and managed with the aim of ensuring that current liabilities are covered by the level of cash held and the expected level of short-term receipts. Some of our business operations require cash to be held within the machines.
Working capital is reviewed and managed with the aim of ensuring that current liabilities are covered by the level of cash held and the expected level of short-term receipts. Historically, some of our business operations require cash to be held within the machines.
Such additional excluded amounts include stock-based compensation U.S. GAAP charges where the associated liability is expected to be settled in stock, and changes in the value of earnout liabilities and income and expenditure in relation to legacy portions of the business (being those portions where trading no longer occurs) including closed defined benefit pension schemes.
Such additional excluded amounts include stock-based compensation U.S. GAAP charges where the associated liability is expected to be settled in stock, and changes in the value of earnout liabilities and income and expenditure in relation to legacy portions of the business (being those portions where trading no longer occurs) including closed defined benefit pension plans.
Typically, we recognize revenue from these arrangements on a daily basis over the term of the contract. 47 Revenue growth for our Interactive segment is principally driven by the number of customers we have, the number of live games, the net win performance of the games and the net win percentage that we receive pursuant to our contracts with our customers.
Typically, we recognize revenue from these arrangements on a daily basis over the term of the contract. 52 Revenue growth for our Interactive segment is principally driven by the number of customers we have, the number of live games, the net win performance of the games and the net win percentage that we receive pursuant to our contracts with our customers.
The following discussion and analysis of our results of operations has been organized in the following manner: ● a discussion and analysis of the Company’s results of operations for the twelve-month period ended December 31, 2024, compared to the same period in 2023; and ● a discussion and analysis of the results of operations for each of the Company’s segments (Gaming, Virtual Sports, Interactive and Leisure) for the twelve-month periods ended December 31, 2024, compared to the same period in 2023, including key performance indicator (“KPI”) analysis.
The following discussion and analysis of our results of operations has been organized in the following manner: ● a discussion and analysis of the Company’s results of operations for the twelve-month period ended December 31, 2025, compared to the same period in 2024; and ● a discussion and analysis of the results of operations for each of the Company’s segments (Gaming, Virtual Sports, Interactive and Leisure) for the twelve-month periods ended December 31, 2025, compared to the same period in 2024, including key performance indicator (“KPI”) analysis.
(2) “Cost of Group Restructure” include redundancy costs, payment in lieu of notice costs and any associated employer taxes. To qualify 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.
(2) “Cost of Group Restructure” includes redundancy costs, Payment In Lieu of Notice costs and any associated employer taxes. To qualify 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.
Forward-Looking Statements We make forward-looking statements in this Management’s Discussion and Analysis of Financial Condition and Results of Operations. For definitions of the term Forward-Looking Statements, see the definitions provided in the Cautionary Note Regarding Forward-Looking Statements at the start of this Annual Report on Form 10-K for the twelve-month period ended December 31, 2024.
Forward-Looking Statements We make forward-looking statements in this Management’s Discussion and Analysis of Financial Condition and Results of Operations. For definitions of the term Forward-Looking Statements, see the definitions provided in the Cautionary Note Regarding Forward-Looking Statements at the start of this Annual Report on Form 10-K for the twelve-month period ended December 31, 2025.
To qualify as an adjusting item, costs must be specific to the event and be neither normal nor recurring in nature. 54 (4) Stock-based compensation expense, Depreciation and amortization, Total other expense, net and Income tax are as described above in the Results of Operations line item discussions.
To qualify as an adjusting item, costs must be specific to the event and be neither normal nor recurring in nature. 59 (4) Stock-based compensation expense, Depreciation and amortization, Total other expense, net and Income tax are as described above in the Results of Operations line item discussions.
As well as the amortization of net loss, the figure also includes charges relating to the Pension Protection Fund (which were historically borne by the pension scheme) and a small amount of associated professional services expenses. These costs are included within Corporate Functions.
As well as the amortization of net loss, the figure also includes charges relating to the Pension Protection Fund (which were historically borne by the pension plan) and a small amount of associated professional services expenses. These costs are included within Corporate Functions.
Notes to Adjusted EBITDA reconciliation tables above: (1) “Pension charges” are profit and loss charges included within selling, general and administrative expenses, relating to a defined benefit scheme which was closed to new entrants in 1999 and to future accrual in 2010.
Notes to Adjusted EBITDA reconciliation tables above: (1) “Pension charges” are profit and loss charges included within selling, general and administrative expenses, relating to a defined benefit plan which was closed to new entrants in 1999 and to future accrual in 2010.
Revenue is derived from the performance of the installed base as described by the Gross and Net Win KPIs. 41 If the End of Period Installed Base is materially different from the Average Installed Base (described below), we believe this gives an indication as to potential future performance.
Revenue is derived from the performance of the installed base as described by Gross and Net Win KPIs. 46 If the End of Period Installed Base is materially different from the Average Installed Base (described below), we believe this gives an indication as to potential future performance.
The level of our working capital surplus or deficit varies with the level of machine production we are undertaking and our capitalization as well as the seasonality evident in some of the businesses. In periods with minimal machine volumes and capital spend, our working capital is typically more stable.
The level of our working capital surplus or deficit varies with the level of machine procurement we are undertaking and our capitalization as well as the seasonality evident in some of the businesses. In periods with minimal machine volumes and capital spend, our working capital is typically more stable.
“Number of Machine sales” is the number of terminals sold during the period. “Average selling price per terminal” is the total revenue in GBP of the Gaming terminals sold divided by the “number of Machine sales”. 42 Gaming, Recurring Revenue Set forth below is a breakdown of our Gaming recurring revenue.
“Number of Machine sales” is the number of terminals sold during the period. “Average selling price per terminal” is the total revenue in GBP of the Gaming terminals sold divided by the “number of Machine sales”. 47 Gaming, Recurring Revenue Set forth below is a breakdown of our Gaming recurring revenue.
Liens and Encumbrances As 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.
Liens and Encumbrances As of December 31, 2025, our Senior Notes were secured by the imposition of a fixed and floating charge in favor of the lender over all the assets of the Company and certain of the Company’s subsidiaries.
Our participation contracts are usually structured to pay us a percentage of net win (defined as net revenue to our operator customers, after deducting player winnings, free bets or plays and other promotional costs and any relevant regulatory levies) from Interactive content placed on our customers’ websites.
Our participation contracts are usually structured to pay us a percentage of net win (defined as net revenue to our operator customers, after deducting player winnings, free bets or plays and other promotional costs and any relevant local gaming taxes and/or regulatory levies) from Interactive content placed on our customers’ websites.
Management evaluates the useful lives of these assets on a recurring basis and tests for impairment whenever events or changes in circumstances occur that could impact the recoverability of these assets. 61
Management evaluates the useful lives of these assets on a recurring basis and tests for impairment whenever events or changes in circumstances occur that could impact the recoverability of these assets. 63
Currency impacts discussed have been calculated as the current-period average GBP: USD rate less the equivalent average rate in the prior period, multiplied by the current period amount in our functional currency (GBP).
Functional Currency at Constant rate. Currency impacts discussed have been calculated as the current-period average GBP:USD rate less the equivalent average rate in the prior period, multiplied by the current period amount in our functional currency (GBP).
Geographic Range Geographically, the majority of our revenue is derived from, and the majority of our non-current assets are attributable to, our UK operations. The remainder of our revenue is derived from, and non-current assets attributable to, Greece and the rest of the world (including North America).
Geographic Range Geographically, the majority of our revenue is derived from, and the majority of our non-current assets are attributable to, our UK operations. The remainder of our revenue is derived from, and non-current assets attributable to, Greece and the rest of the world.
Evaluations are conducted each quarter to assess the adequacy of the estimates. Other significant judgments include determining whether the Company is acting as the principal or the agent in a transaction. The Company recognized service and product revenue of $258.6 million and $38.5 million, respectively, for the year ended December 31, 2024.
Evaluations are conducted each quarter to assess the adequacy of the estimates. Other significant judgments include determining whether the Company is acting as the principal or the agent in a transaction. The Company recognized service and product revenue of $278.6 million and $25.5 million, respectively, for the year ended December 31, 2025.
“Revenue per machine unit per week” represents the average weekly participation or rental revenue recognized during the period. 50 Leisure, Results of Operations For the Twelve-Month Period ended Variance December 31, 2024 vs December 31, 2023 (In millions) December 31, 2024 December 31, 2023 Variance Attributable to Currency Movement Variance on a Functional currency basis Total Functional Currency Variance % Total Reported Variance % Revenue: Service $ 99.2 $ 94.1 $ 2.5 $ 2.6 3 % 5 % Product 2.6 2.2 - 0.4 18 % 18 % Total revenue 101.8 96.3 2.5 3.0 3 % 6 % Cost of Sales, excluding depreciation and amortization: Cost of Service (46.9 ) (47.4 ) (1.3 ) 1.8 (4 )% (1 )% Cost of Product (0.8 ) (1.1 ) - 0.3 (27 )% (27 )% Total cost of sales (47.7 ) (48.5 ) (1.3 ) 2.1 (4 )% (2 )% Staff-related selling, general and administrative expenses (16.8 ) (16.7 ) (0.5 ) 0.4 (2 )% 1 % Non-staff related selling, general and administrative expenses (14.8 ) (13.0 ) (0.4 ) (1.4 ) 11 % 14 % Labor costs capitalized 0.8 1.3 0.1 (0.6 ) (46 )% (38 )% Other segment items: Stock-based compensation (0.6 ) (1.0 ) - 0.4 (40 )% (40 )% Depreciation and amortization (12.9 ) (11.6 ) (0.4 ) (0.9 ) 8 % 11 % Net operating Income 9.8 6.8 $ - $ 2.9 44 % 44 % Exchange Rate - $ to £ 1.28 1.25 Note: Exchange rate in the table is calculated by dividing the USD total revenue by the GBP total revenue, therefore this could be slightly different from the average rate during the period depending on timing of transactions.
“Revenue per machine unit per week” represents the average weekly participation or rental revenue recognized during the period. 55 Leisure, Results of Operations For the Twelve-Month Period ended Variance December 31, 2025 vs December 31, 2024 (In $ millions) December 31, 2025 December 31, 2024 Variance Attributable to Currency Movement Variance on a Functional Currency Basis Total Functional Currency Variance % Total Reported Variance % Revenue: Service $ 94.6 $ 99.2 $ 3.2 $ (7.8 ) (8 )% (5 )% Product 2.0 2.6 0.1 (0.7 ) (27 )% (23 )% Total revenue 96.6 101.8 3.3 (8.5 ) (8 )% (5 )% Cost of Sales, excluding depreciation and amortization: Cost of Service (44.6 ) (46.9 ) (1.5 ) 3.8 (8 )% (5 )% Cost of Product (0.9 ) (0.8 ) - (0.1 ) 13 % 13 % Total cost of sales (45.5 ) (47.7 ) (1.5 ) 3.7 (8 )% (5 )% Staff-related selling, general and administrative expenses (15.4 ) (16.8 ) (0.5 ) 1.9 (11 )% (8 )% Non-staff related selling, general and administrative expenses (14.6 ) (14.8 ) (0.4 ) 0.6 (4 )% (1 )% Labor costs capitalized 0.1 0.8 - (0.7 ) (88 )% (88 )% Other segment items: Stock-based compensation (0.5 ) (0.6 ) - 0.1 (17 )% (17 )% Depreciation and amortization (12.5 ) (12.9 ) (0.4 ) 0.8 (6 )% (3 )% Loss on sale of business (6.6 ) - (0.3 ) (6.3 ) - - Other selling, general and administrative expenses (0.5 ) - - (0.5 ) - - Net Operating Income $ 1.1 $ 9.8 $ 0.2 $ (8.9 ) (91 )% (89 )% Exchange Rate - $ to £ 1.32 1.28 Note: Exchange rate in the table is calculated by dividing the USD total revenue by the GBP total revenue, therefore this could be slightly different from the average rate during the period depending on timing of transactions.
During the periods ended December 31, 2024 and December 31, 2023, the average GBP:USD rates were for the twelve-month period 1.28 and 1.25, respectively.
During the periods ended December 31, 2025 and December 31, 2024, the average GBP:USD rates were for the twelve-month period 1.32 and 1.28, respectively.
See “Gaming Segment Revenue” below for a discussion of gaming service revenue between the periods under review. 43 For the Twelve-Month Period ended Variance (In millions) December 31, 2024 December 31, 2023 December 31, 2024 vs December 31, 2023 Total Functional Currency % Service Revenue: UK LBO $ 34.5 $ 37.0 $ (2.5 ) (7 )% (18) % UK Other 16.1 13.9 2.2 16 % 13 % Italy 1.7 2.8 (1.1 ) (39 )% (43) % Greece 15.2 18.7 (3.5 ) (19 )% (20 )% Rest of the World 1.8 2.1 (0.3 ) (14 )% (19 )% Lotteries 5.4 5.2 0.2 4 % 4 % Total Service revenue $ 74.7 $ 79.6 $ (4.9 ) (6 )% (13 )% Exchange Rate - $ to £ 1.28 1.25 Note: Exchange rate in the table is calculated by dividing the USD total service revenue by the GBP total service revenue, therefore this could be slightly different from the average rate during the period depending on timing of transactions.
See “Gaming Segment Revenue” below for a discussion of gaming service revenue between the periods under review. 48 For the Twelve-Month Period ended Variance (In millions) December 31, 2025 December 31, 2024 December 31, 2025 vs December 31, 2024 Total Functional Currency % Service Revenue: UK LBO $ 44.3 $ 34.5 $ 9.8 28 % 3 % UK Other 16.2 16.1 0.1 1 % (19 )% Italy 1.5 1.7 (0.2 ) (12 )% 3 % Greece 20.1 15.2 4.9 32 % 2 % Rest of the World 1.5 1.8 (0.3 ) (17 )% 3 % Lotteries 5.2 5.4 (0.2 ) (4 )% 4 % Total Service revenue $ 88.8 $ 74.7 $ 14.1 19 % (2 )% Exchange Rate - $ to £ 1.32 1.28 Note: Exchange rate in the table is calculated by dividing the USD total service revenue by the GBP total service revenue, therefore this could be slightly different from the average rate during the period depending on timing of transactions.
We use these financial measures to manage our business on a day-to-day basis. We believe that these measures are also commonly used in our industry to measure performance. For these reasons, we believe that these non-GAAP financial measures provide expanded insight into our business, in addition to standard U.S. GAAP financial measures.
We believe that these measures are also commonly used in our industry to measure performance. For these reasons, we believe that these non-GAAP financial measures provide expanded insight into our business, in addition to standard U.S. GAAP financial measures.
Virtual Sports, Results of Operations For the Twelve-Month Period ended Variance December 31, 2024 vs December 31, 2023 (In millions) December 31, 2024 December 31, 2023 Variance Attributable to Currency Movement Variance on a Functional currency basis Total Functional Currency Variance % Total Reported Variance % Service Revenue $ 45.4 $ 56.2 $ 1.2 $ (12.0 ) (21 )% (19 )% Cost of Service (1.7 ) (1.4 ) - (0.3 ) (21 )% (21 )% Staff-related selling, general and administrative expenses (9.2 ) (8.3 ) (0.3 ) (0.6 ) 7 % 11 % Non-staff related selling, general and administrative expenses (2.7 ) (2.4 ) (0.1 ) (0.2 ) 8 % 13 % Labor costs capitalized 4.3 3.5 - 0.8 23 % 23 % Other segment items: Stock-based compensation (0.5 ) (0.4 ) - (0.1 ) 25 % 25 % Depreciation and amortization (5.6 ) (3.2 ) (0.2 ) (2.2 ) 69 % 75 % Net operating Income $ 30.0 $ 44.0 $ 0.6 $ (14.6 ) (33 )% (32 )% Exchange Rate - $ to £ 1.28 1.25 Note: Exchange rate in the table is calculated by dividing the USD service revenue by the GBP service revenue, therefore this could be slightly different from the average rate during the period depending on timing of transactions.
Virtual Sports, Results of Operations For the Twelve-Month Period ended Variance December 31, 2025 vs December 31, 2024 (In $ millions) December 31, 2025 December 31, 2024 Variance Attributable to Currency Movement Variance on a Functional Currency Basis Total Functional Currency Variance % Total Reported Variance % Service Revenue $ 36.6 $ 45.4 $ 1.1 $ (9.9 ) (22 )% (19 )% Cost of Service (2.1 ) (1.7 ) (0.1 ) (0.3 ) 18 % 24 % Staff-related selling, general and administrative expenses (9.3 ) (9.2 ) (0.3 ) 0.2 (2 )% 1 % Non-staff related selling, general and administrative expenses (2.1 ) (2.7 ) - 0.6 (22 )% (22 )% Labor costs capitalized 3.7 4.3 - (0.6 ) (14 )% (14 )% Other segment items: Stock-based compensation (0.4 ) (0.5 ) - 0.1 (20 )% (20 )% Depreciation and amortization (7.8 ) (5.6 ) (0.2 ) (2.0 ) 36 % 39 % Net operating Income $ 18.6 $ 30.0 $ 0.5 $ (11.9 ) (40 )% (38 )% Exchange Rate - $ to £ 1.32 1.28 Note: Exchange rate in the table is calculated by dividing the USD service revenue by the GBP service revenue, therefore this could be slightly different from the average rate during the period depending on timing of transactions.
For the Twelve-Month Period ended Variance December 31, 2024 vs December 31,2023 (In £ millions) December 31, 2024 December 31, 2023 % Virtual Sports Recurring Revenue Total Virtual Sports Revenue £ 35.6 £ 45.3 £ (9.7 ) (21.4 )% Recurring Revenue - Retail Virtuals £ 9.0 £ 9.9 £ (0.9 ) (9.1 )% Recurring Revenue - Online Virtuals £ 25.6 £ 34.6 £ (9.0 ) (26.0 )% Total Virtual Sports Long-term license amortization £ 0.1 £ 0.2 £ (0.1 ) (50.0 )% Total Virtual Sports Recurring Revenue £ 34.7 £ 44.7 £ (10.0 ) (22.4 )% Virtual Sports Recurring Revenue as a Percentage of Total Virtual Sports Revenue 97.5 % 98.7 % (1.2 )% 46 “Recurring Revenue” includes our share of revenue generated from (i) our Virtual Sports products placed with operators; (ii) licensing our game content and intellectual property to third parties; and (iii) our games on third-party online gaming platforms that are interoperable with our game servers.
For the Twelve-Month Period ended Variance December 31, 2025 vs December 31,2024 (In £ millions) December 31, 2025 December 31, 2024 £ % Virtual Sports Recurring Revenue Total Virtual Sports Revenue £ 27.8 £ 35.6 £ (7.8 ) (21.9 )% Recurring Revenue - Retail Virtuals £ 8.2 £ 9.0 £ (0.8 ) (8.9 )% Recurring Revenue - Online Virtuals £ 18.4 £ 25.6 £ (7.2 ) (28.1 )% Total Virtual Sports Long-term license amortization £ 0.9 £ 0.1 £ 0.8 800.0 % Total Virtual Sports Recurring Revenue £ 27.5 £ 34.7 £ (7.2 ) (20.7 )% Virtual Sports Recurring Revenue as a Percentage of Total Virtual Sports Revenue 98.9 % 97.5 % 1.4 % 51 “Recurring Revenue” includes our share of revenue generated from (i) our Virtual Sports products placed with operators; (ii) licensing our game content and intellectual property to third parties; and (iii) our games on third-party online gaming platforms that are interoperable with our game servers.
All variances discussed in the overall company and segment results are on a functional currency (at constant rate) basis, which excludes the impact of any changes in foreign currency exchange rates. Key Events During the twelve-month period ended December 31, 2024 in the Gaming segment, William Hill committed to leasing 5,000 new Vantage® terminals.
All variances discussed in the overall company and segment results are on a functional currency (at constant rate) basis, which excludes the impact of any changes in foreign currency exchange rates. 42 Key Events In the Gaming segment, during the twelve-month period ended December 31, 2025, we completed the installation of the order placed in 2024 for 5,000 new Vantage® terminals to William Hill venues.
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.
For the twelve-months ended December 31, 2025, we derived approximately 69% of our revenue from the UK (including customers headquartered in the UK but whose revenue is generated globally), 9% from Greece, and the remaining 22% across the rest of the world.
“Total Revenue (£m)” represents total revenue for the Interactive segment, including recurring and upfront service revenue. 48 Interactive, Results of Operations For the Twelve-Month Period ended Variance December 31, 2024 vs December 31, 2023 (In millions) December 31, 2024 December 31, 2023 Variance Attributable to Currency Movement Variance on a Functional currency basis Total Functional Currency Variance % Total Reported Variance % Service Revenue $ 39.3 $ 27.9 $ 0.8 $ 10.6 38 % 41 % Cost of Service (1.7 ) (1.7 ) - - - - Staff-related selling, general and administrative expenses (8.9 ) (8.4 ) (0.3 ) (0.2 ) 2 % 6 % Non-staff related selling, general and administrative expenses (5.4 ) (4.9 ) (0.2 ) (0.3 ) 6 % 10 % Labor costs capitalized 2.3 2.5 (0.2 ) - - (8) % Other segment items: Stock-based compensation (0.4 ) (0.6 ) - 0.2 (33 )% (33) % Depreciation and amortization (5.5 ) (3.7 ) 0.1 (1.7 ) 46 % 49 % Net operating Income $ 19.7 $ 11.1 $ 0.2 $ 8.4 76 % 77 % Exchange Rate - $ to £ 1.28 1.25 Note: Exchange rate in the table is calculated by dividing the USD service revenue by the GBP service revenue, therefore this could be slightly different from the average rate during the period depending on timing of transactions.
“Total Revenue (£m)” represents total revenue for the Interactive segment, including recurring and upfront service revenue. 53 Interactive, Results of Operations For the Twelve-Month Period ended Variance December 31, 2025 vs December 31, 2024 (In $ millions) December 31, 2025 December 31, 2024 Variance Attributable to Currency Movement Variance on a Functional Currency Basis Total Functional Currency Variance % Total Reported Variance % Service Revenue $ 58.6 $ 39.3 $ 2.0 $ 17.3 44 % 49 % Cost of Service (2.9 ) (1.7 ) - (1.2 ) 71 % 71 % Staff-related selling, general and administrative expenses (11.2 ) (8.9 ) (0.3 ) (2.0 ) 22 % 26 % Non-staff related selling, general and administrative expenses (6.9 ) (5.4 ) (0.2 ) (1.3 ) 24 % 28 % Labor costs capitalized 3.0 2.3 (0.1 ) 0.8 35 % 30 % Other segment items: Stock-based compensation (0.7 ) (0.4 ) - (0.3 ) 75 % 75 % Depreciation and amortization (5.2 ) (5.5 ) (0.2 ) 0.5 (9 )% (5 )% Net operating Income $ 34.7 $ 19.7 $ 1.2 $ 13.8 70 % 76 % Exchange Rate - $ to £ 1.32 1.28 Note: Exchange rate in the table is calculated by dividing the USD service revenue by the GBP service revenue, therefore this could be slightly different from the average rate during the period depending on timing of transactions.
For a discussion of other recently issued accounting standards, and assessments as to their impacts on the Company, see Note 1 “Nature of Operations, Management’s Plans and Summary of Significant Accounting Policies” in the Notes to Consolidated Financial Statements included in Part II, Item 8 of this report. 59 Revenue Application of GAAP related to the measurement and recognition of revenue requires us to make judgments and estimates.
For a discussion of other recently issued accounting standards, and assessments as to their impacts on the Company, see Note 1 “Nature of Operations, Management’s Plans and Summary of Significant Accounting Policies” in the Notes to Consolidated Financial Statements included in Part II, Item 8 of this report.
Reconciliation to Adjusted EBITDA by segment for the Twelve Months ended December 31, 2024 For the Twelve-Month Period ended December 31, 2024 (In millions) Statutory Heading Total Gaming Virtual Sports Interactive Leisure Corporate Net Income/ (loss) Net Income $ 64.8 $ 23.9 $ 30.0 $ 19.7 $ 9.8 $ (18.6 ) Pension charges (1) Staff-related selling, general and administrative expenses $ 1.1 1.1 Cost of Group Restructure (2) Other selling, general and administrative expenses $ 5.1 3.7 1.4 Cost of Group Restatement (3) Other selling, general and administrative expenses $ 12.3 12.3 Stock-based compensation expense (4) Stock-based compensation expense $ 7.6 0.9 0.5 0.4 0.6 5.2 Depreciation and amortization (4) Depreciation and amortization $ 43.3 16.8 5.6 5.5 12.9 2.5 Interest expense net (4) Interest expense net $ 29.4 29.4 Other finance expenses / (income) (4) Other finance expenses / (income) $ (0.5 ) (0.5 ) Income Tax (4) Income Tax $ (63.0 ) (63.0 ) Adjusted EBITDA $ 100.1 $ 45.3 $ 36.1 $ 25.6 $ 23.3 $ (30.2 ) Adjusted EBITDA £ 78.4 £ 35.5 £ 28.0 £ 20.0 £ 18.2 £ (23.3 ) Exchange Rate - $ to £ (6) 1.28 Note: Certain unallocated corporate function costs have not been allocated to the Company’s reportable operating segments because these costs are not allocable and to do so would not be practical; these are shown in the Corporate category. 53 Reconciliation to Adjusted EBITDA by segment for the Twelve Months ended December 31, 2023 For the Twelve-Month Period ended December 31, 2023 (In millions) Statutory Heading Total Gaming Virtual Sports Interactive Leisure Corporate Net Income/ (loss) $ 6.9 $ 22.6 $ 44.0 $ 11.1 $ 6.8 $ (77.6 ) Pension charges (1) Staff-related selling, general and administrative expenses $ 0.9 0.9 Cost of Group Restructure (2) Other selling, general and administrative expenses $ 3.6 3.6 Cost of Group Restatement (3) Other selling, general and administrative expenses $ 5.0 5.0 Stock-based compensation expense (4) Stock-based compensation expense $ 11.2 1.5 0.4 0.6 1.0 7.7 Depreciation and amortization (4) Depreciation and amortization $ 39.6 18.7 3.2 3.7 11.6 2.4 Interest expense net (4) Interest expense net $ 27.4 27.4 Other finance expenses / (income) (4) Other finance expenses / (income) $ (0.4 ) (0.4 ) Income tax (4) Income tax $ 5.0 5.0 Adjusted EBITDA $ 99.2 $ 42.8 $ 47.6 $ 15.4 $ 19.4 $ (26.0 ) Adjusted EBITDA £ 79.6 £ 34.5 £ 38.2 £ 12.3 £ 15.6 £ (21.0 ) Exchange Rate - $ to £ (5) 1.25 Note: Certain unallocated corporate function costs have not been allocated to the Company’s reportable operating segments because these costs are not allocable and to do so would not be practical; these are shown in the Corporate category.
Reconciliations from net loss, as shown in our Consolidated Statements of Operations and Comprehensive Income (Loss), to Adjusted EBITDA are shown below. 57 Reconciliation to Adjusted EBITDA by segment for the Twelve Months ended December 31, 2025 For the Twelve-Month Period ended December 31, 2025 (In $ millions) Statutory Heading Total Gaming Virtual Sports Interactive Leisure Corporate Net Income/ (loss) Net Income $ (17.0 ) $ 27.6 $ 18.6 $ 34.7 $ 1.1 $ (99.0 ) Pension charges (1) Staff-related selling, general and administrative expenses $ 1.0 1.0 Cost of Group Restructure (2) Other selling, general and administrative expenses $ 10.1 2.2 0.5 7.4 Cost of Group Restatement (3) Other selling, general and administrative expenses $ 4.1 4.1 Stock-based compensation expense (4) Stock-based compensation expense $ 6.7 1.2 0.4 0.7 0.5 3.9 Depreciation and amortization (4) Depreciation and amortization $ 52.4 24.0 7.8 5.2 12.5 2.9 Loss on sale of business (6) Loss on sale of business $ 6.6 6.6 Interest expense net (4) Interest expense net $ 37.3 37.3 Other finance expenses / (income) (4) Other finance expenses / (income) $ (0.9 ) (0.9 ) Income Tax (4) Income Tax $ 11.1 11.1 Adjusted EBITDA $ 111.4 $ 55.0 $ 26.8 $ 40.6 $ 21.2 $ (32.2 ) Adjusted EBITDA £ 84.0 £ 41.5 £ 20.3 £ 30.7 £ 15.9 £ (24.4 ) Exchange Rate - $ to £ (5) 1.32 Note: Certain unallocated corporate function costs have not been allocated to the Company’s reportable operating segments because these costs are not allocable and to do so would not be practical; these are shown in the Corporate category. 58 Reconciliation to Adjusted EBITDA by segment for the Twelve Months ended December 31, 2024 For the Twelve-Month Period ended December 31, 2024 (In millions) Statutory Heading Total Gaming Virtual Sports Interactive Leisure Corporate Net Income/ (loss) $ 64.8 $ 23.9 $ 30.0 $ 19.7 $ 9.8 $ (18.6 ) Pension charges (1) Staff-related selling, general and administrative expenses $ 1.1 1.1 Cost of Group Restructure (2) Other selling, general and administrative expenses $ 5.1 3.7 1.4 Cost of Group Restatement (3) Other selling, general and administrative expenses $ 12.3 12.3 Stock-based compensation expense (4) Stock-based compensation expense $ 7.6 0.9 0.5 0.4 0.6 5.2 Depreciation and amortization (4) Depreciation and amortization $ 43.3 16.8 5.6 5.5 12.9 2.5 Interest expense net (4) Interest expense net $ 29.4 29.4 Other finance expenses / (income) (4) Other finance expenses / (income) $ (0.5 ) (0.5 ) Income tax (4) Income tax $ (63.0 ) (63.0 ) Adjusted EBITDA $ 100.1 $ 45.3 $ 36.1 $ 25.6 $ 23.3 $ (30.2 ) Adjusted EBITDA £ 78.4 £ 35.5 £ 28.0 £ 20.0 £ 18.2 £ (23.3 ) Exchange Rate - $ to £ (5) 1.28 Note: Certain corporate function costs have not been allocated to the Company’s reportable operating segments because to do so would not be practical; these are shown in the Corporate category.
There were no significant changes in the trends, discussions and analyses included therein. In the discussion and analysis below, certain data may vary from the amounts presented in our consolidated financial statements due to rounding. For all reported variances, refer to the overall company and segment tables shown below.
In the discussion and analysis below, certain data may vary from the amounts presented in our consolidated financial statements due to rounding. For all reported variances, refer to the overall company and segment tables shown below.
Changes in these estimates and assumptions could materially affect the determination of fair value and goodwill impairment, if any, for each reporting unit. 60 Long-lived Assets and Finite-lived Intangible Assets We evaluate the recoverability of intangible assets and other long-lived assets with finite useful lives by comparing the carrying value of the asset group to the estimated undiscounted future cash flows that we expect the asset to generate if events or changes in circumstances indicate that these assets are not recoverable.
Long-lived Assets and Finite-lived Intangible Assets We evaluate the recoverability of intangible assets and other long-lived assets with finite useful lives by comparing the carrying value of the asset group to the estimated undiscounted future cash flows that we expect the asset to generate if events or changes in circumstances indicate that these assets are not recoverable.
As of December 31, 2023, our non-current assets (excluding goodwill) were attributable as follows: 70% to the UK, 12% to Greece and 18% across the rest of the world.
As of December 31, 2025, our non-current assets (excluding goodwill) were attributable as follows: 72% to the UK, 15% to Greece and 13% across the rest of the world.
Gaming, Results of Operations For the Twelve-Month Period ended Variance December 31, 2024 vs December 31, 2023 (In millions) December 31, 2024 December 31, 2023 Variance Attributable to Currency Movement Variance on a Functional currency basis Total Functional Currency Variance % Total Reported Variance % Revenue: Service $ 74.7 $ 79.6 $ 2.0 $ (6.9 ) (9 )% (6 )% Product 35.9 62.9 0.1 (27.1 ) (43 )% (43 )% Total revenue 110.6 142.5 2.1 (34.0 ) (24 )% (22 )% Cost of Sales, excluding depreciation and amortization: Cost of Service (20.0 ) (24.6 ) (0.2 ) 4.8 (20 )% (19 )% Cost of Product (21.2 ) (52.4 ) (0.2 ) 31.4 (60 )% (60 )% Total cost of sales (41.2 ) (77.0 ) (0.4 ) 36.2 (47 )% (46 )% Staff-related selling, general and administrative expenses (18.1 ) (17.9 ) (0.4 ) 0.2 (1 )% 1 % Non-staff related selling, general and administrative expenses (10.5 ) (9.3 ) (0.4 ) (0.8 ) 9 % 13 % Labor costs capitalized 4.5 4.5 0.1 (0.1 ) (2 )% - Other segment items: Stock-based compensation (0.9 ) (1.5 ) (0.1 ) 0.7 (47 )% (40 )% Depreciation and amortization (16.8 ) (18.7 ) (0.4 ) 2 .3 (12 )% (10 )% Other selling, general and administrative expenses (3.7 ) - (0.1 ) (3.6 ) 97 % 100 % Net operating Income $ 23.9 $ 22.6 $ 0.4 $ 0.9 4 % 6 % Exchange Rate - $ to £ 1.28 1.25 44 Note: Exchange rate in the table is calculated by dividing the USD total revenue by the GBP total revenue, therefore this could be slightly different from the average rate during the period depending on timing of transactions.
Gaming, Results of Operations For the Twelve-Month Period ended Variance December 31, 2025 vs December 31, 2024 (In $ millions) December 31, 2025 December 31, 2024 Variance Attributable to Currency Movement Variance on a Functional Currency Basis Total Functional Currency Variance % Total Reported Variance % Revenue: Service $ 88.8 $ 74.7 $ 2.8 $ 11.3 15 % 19 % Product 23.5 35.9 1.1 (13.5 ) (38 )% (35 )% Total revenue 112.3 110.6 3.9 (2.2 ) (2 )% 2 % Cost of Sales, excluding depreciation and amortization: Cost of Service (20.6 ) (20.0 ) (0.7 ) 0.1 (1 )% 3 % Cost of Product (15.4 ) (21.2 ) (0.6 ) 6.4 (30 )% (27 )% Total cost of sales (36.0 ) (41.2 ) (1.3 ) 6.5 (16 )% (13 )% Staff-related selling, general and administrative expenses (16.1 ) (18.1 ) (0.5 ) 2.5 (14 )% (11 )% Non-staff related selling, general and administrative expenses (11.7 ) (10.5 ) (0.3 ) (0.9 ) 9 % 11 % Labor costs capitalized 6.5 4.5 0.2 1.8 40 % 44 % Other segment items: Stock-based compensation (1.2 ) (0.9 ) - (0.3 ) 33 % 33 % Depreciation and amortization (24.0 ) (16.8 ) (1.0 ) (6.2 ) 37 % 43 % Other selling, general and administrative expenses (2.2 ) (3.7 ) (0.1 ) 1.6 (43 )% (41 )% Net operating Income $ 27.6 $ 23.9 $ 0.9 $ 2.8 12 % 15 % Exchange Rate - $ to £ 1.32 1.28 Note: Exchange rate in the table is calculated by dividing the USD total revenue by the GBP total revenue, therefore this could be slightly different from the average rate during the period depending on timing of transactions. 49 All 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.
For the twelve-month period ended December 31, 2024, revenue on a functional currency (at constant rate) basis decreased by $33.1 million, or 10%.
Revenue (for the twelve-month period ended December 31, 2025, compared to the twelve-month period ended December 31, 2024) Consolidated Reported Revenue by Segment For the twelve-month period ended December 31, 2025, revenue on a functional currency (at constant rate) basis decreased by $3.1 million, or 1% compared to the twelve-month period ended December 31, 2024.
Revenue growth for our Leisure segment is principally driven by the number of customers we have, the number of machines in operation, the net win performance of the machines and the net win percentage that we receive pursuant to our contracts with our customers. 49 Leisure, Key Performance Indicators For the Twelve-Month Period ended Variance December 31, 2024 vs December 31, 2023 Leisure December 31, 2024 December 31, 2023 % End of period installed base Gaming machines (# of terminals) 10,103 10,741 (638 ) (5.9) % Average installed base Gaming machines (# of terminals) 10,367 10,761 (394 ) (3.7 )% End of period installed base Other (# of terminals) 3,595 4,209 (614 ) (14.6 )% Average installed base Other (# of terminals) 3,892 4,371 (479 ) (11.0 )% Pub Digital Gaming Machines - Average installed base (# of terminals) 6,200 6,175 25 0.4 % Pub Analogue Gaming Machines - Average installed base (# of terminals) 124 367 (243 ) (66.2 )% MSA and Bingo Gaming Machines - Average installed base (# of terminals) (1) 2,944 3,048 (104 ) (3.4 )% Inspired Leisure Revenue per Gaming Machine per week £ 72.6 £ 67.7 £ 4.9 7.2 % Inspired Pub Digital Revenue per Gaming Machine per week £ 74.1 £ 70.0 £ 4.1 5.9 % Inspired Pub Analogue Revenue per Gaming Machine per week £ 31.3 £ 34.7 £ (3.4 ) (9.8 )% Inspired MSA and Bingo Revenue per Gaming Machine per week £ 97.7 £ 93.5 £ 4.2 4.5 % Inspired Other Revenue per Machine per week £ 24.1 £ 21.4 £ 2.7 12.6 % Total Holiday Parks Revenue (Gaming and Non Gaming) (£’m) £ 33.4 £ 32.2 £ 1.2 3.7 % (1) Motorway Service Area machines In the table above: “End of period installed base Gaming” and “Average installed base Gaming” represent the number of gaming machines installed (excluding Holiday Park machines) that are Category B and Category C only (UK Gambling Act 2005 places machines into categories dependent on maximum stake and prize available), from which there is participation or rental revenue at the end of the period or as an average over the period.
Revenue for our Leisure segment is principally driven by the number of customers we have, the number of machines in operation, the net win performance of the machines and the net win percentage that we receive pursuant to our contracts with our customers. 54 Leisure, Key Performance Indicators For the Twelve-Month Period ended Variance December 31, 2025 vs December 31, 2024 Leisure December 31, 2025 December 31, 2024 % End of period installed base Gaming machines (# of terminals) 4,543 10,103 (5,560 ) (55. )% Average installed base Gaming machines (# of terminals) 8,483 10,367 (1,884 ) (18.2 )% End of period installed base Other (# of terminals) 786 3,595 (2,809 ) (78.1 )% Average installed base Other (# of terminals) 2,542 3,892 (1,350 ) (34.7 )% Pub Digital Gaming Machines - Average installed base (# of terminals) 5,083 6,200 (1,117 ) (18.0 )% Pub Analogue Gaming Machines - Average installed base (# of terminals) 53 124 (71 ) (57.3 )% MSA and Bingo Gaming Machines - Average installed base (# of terminals) (1) 2,449 2,944 (495 ) (16.8 )% Inspired Leisure Revenue per Gaming Machine per week £ 79.6 £ 72.6 £ 7.0 9.6 % Inspired Pub Digital Revenue per Gaming Machine per week £ 76.0 £ 74.1 £ 1.9 2.6 % Inspired Pub Analogue Revenue per Gaming Machine per week £ 27.2 £ 31.3 £ (4.1 ) (13.1 )% Inspired MSA and Bingo Revenue per Gaming Machine per week £ 115.3 £ 97.7 £ 17.6 18.0 % Inspired Other Revenue per Machine per week £ 35.5 £ 24.1 £ 11.4 47.3 % Total Holiday Parks Revenue (Gaming and Non Gaming) (£’m) £ 32.3 £ 33.4 £ (1.1 ) (3.3 )% (1) Motorway Service Area machines In the table above: “End of period installed base Gaming” and “Average installed base Gaming” represent the number of gaming machines installed (excluding Holiday Park machines) that are Category B and Category C only (UK Gambling Act 2005 places machines into categories dependent on maximum stake and prize available), from which there is participation or rental revenue at the end of the period or as an average over the period.
Net Income For 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 year period.
Net (Loss)/Income For the twelve-month period ended December 31, 2025, net loss was $17.0 million, compared to net income of $64.8 million in the twelve-month period ended December 31, 2024.
The estimates used to calculate the fair value of a reporting unit as a part of a quantitative goodwill assessment change from year to year based on operating results, market conditions, and other factors.
The estimates used to calculate the fair value of a reporting unit as a part of a quantitative goodwill assessment change from year to year based on operating results, market conditions, and other factors. Changes in these estimates and assumptions could materially affect the determination of fair value and goodwill impairment, if any, for each reporting unit.
We are, however, subject to covenant testing at the level of Inspired Entertainment Inc., the ultimate holding company, on our Super Senior Revolving 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 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”).
We were, however, subject to covenant testing at the level of Inspired Entertainment Inc., the ultimate holding company, on the previous RCF which required the Company to maintain a maximum consolidated senior secured net leverage ratio of 6.0x on March 31, 2022, stepping down to 5.75x on March 31, 2023 and 5.50x from March 31, 2024 and thereafter (the “RCF Financial Covenant”).
For the Twelve-Month Period ended (In millions) December 31, 2024 December 31 2023 Net revenue $ 297.1 $ 322.9 Less Low Margin Gaming Sales - (30.6 ) Adjusted Revenue $ 297.1 $ 292.3 Adjusted Revenue £ 232.4 £ 234.7 Exchange Rate - $ to £ 1.28 1.25 55 Liquidity and Capital Resources Twelve Months ended December 31, 2024, compared to Twelve Months ended December 31, 2023 Cash Flow Summary - A Two Year Comparative Twelve Months ended Variance (in millions) Dec 31, Dec 31, 2024 2023 2024 to 2023 Net profit $ 64.8 $ 6.9 $ 57.9 Non-cash interest expense relating to senior debt 1.1 2.0 (0.9 ) Change in fair value of derivative liabilities and stock-based compensation expense 7.6 11.5 (3.9 ) Depreciation and amortization (incl RoU assets) 47.7 43.4 4.3 Other net cash utilized by operating activities (89.5 ) (9.1 ) (80.4 ) Net cash provided by operating activities 31.7 54.7 (23.0 ) Net cash used in investing activities (40.1 ) (57.6 ) 17.5 Net cash (used)/generated by financing activities (1.6 ) 16.2 (17.8 ) Effect of exchange rates on cash (0.7 ) 1.7 (2.4 ) Net (decrease)/increase in cash and cash equivalents $ (10.7 ) $ 15.0 $ (25.7 ) Net cash provided by operating activities For 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, 2023, representing a $23.0 million decrease in cash generation.
Liquidity and Capital Resources Twelve Months ended December 31, 2025, compared to Twelve Months ended December 31, 2024 Cash Flow Summary - A Two-Year Comparative Twelve Months ended Variance (in millions) December 31, December 31, 2025 2024 2025 to 2024 Net (loss)/profit $ (17.0 ) $ 64.8 $ (81.8 ) Non-cash interest expense relating to senior debt 3.0 1.1 1.9 Change in fair value of derivative liabilities and stock-based compensation expense 6.7 7.6 (0.9 ) Loss on sale of business 6.6 - 6.6 Deferred income taxes 2.9 - 2.9 Depreciation and amortization (incl RoU assets) 57.1 47.7 9.4 Other net cash utilized by operating activities (7.3 ) (89.5 ) 82.2 Net cash provided by operating activities 52.0 31.7 20.3 Net cash used in investing activities (40.5 ) (40.1 ) (0.4 ) Net cash used by financing activities - (1.6 ) 1.6 Effect of exchange rates on cash 2.5 (0.7 ) 3.2 Net increase/(decrease) in cash and cash equivalents $ 14.0 $ (10.7 ) $ 24.7 Net cash provided by operating activities For the twelve months ended December 31, 2025, net cash inflow provided by operating activities was $52.0 million, compared to a $31.7 million inflow for the twelve months ended December 31, 2024, representing a $20.3 million increase in cash generation.
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.
The movement in corporate tax and other current taxes was due to the previous year including the 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 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”).
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”).
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 decrease was primarily driven by an increase of income tax expense of $74.1 million, as the twelve-month period ended December 31, 2024, included a 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.
Leisure Operating Income Operating income for the twelve-month period ended December 31, 2024 increased by $2.9 million.
Leisure Net Operating Income Operating income for the twelve-month period ended December 31, 2025, decreased by $8.9 million compared to the twelve-month period ended December 31, 2024.
Gaming, Key Performance Indicators For the Twelve-Month Period ended Variance December 31, 2024 vs December 31, 2023 Gaming December 31, 2024 December 31, 2023 % End of period installed base (# of terminals) (2) 34,916 34,500 416 1.2 % Total Gaming - Average installed base (# of terminals) (2) 34,863 34,563 300 0.9 % Participation - Average installed base (# of terminals) (2) 29,897 30,305 (408 ) (1.3) % Fixed Rental - Average installed base (# of terminals) 4,971 4,290 681 15.9 % Service Only - Average installed base (# of terminals) 5,770 11,688 (5,918 ) (50.6) % Customer Gross Win per unit per day (1) (2) £ 96.6 £ 96.6 £ - - Customer Net Win per unit per day (1) (2) £ 70.8 £ 70.6 £ 0.2 0.3 % Inspired Blended Participation Rate 5.4 % 5.6 % (0.2 )% Inspired Fixed Rental Revenue per Gaming Machine per week £ 28.6 £ 35.5 £ (6.9 ) (19.4 )% Inspired Service Rental Revenue per Gaming Machine per week £ 5.3 £ 5.1 £ 0.2 3.9 % Gaming Long term license amortization (£’m) £ 2.1 £ 2.6 £ (0.5 ) (19.2 )% Number of Machine sales 3,118 9,741 (6,623 ) (68.0 )% Average selling price per terminal £ 8,044 £ 5,866 £ 2,178 37.1 % (1) Includes all SBG terminals in which the Company takes a participation revenue share across all territories.
Gaming, Key Performance Indicators For the Twelve-Month Period ended Variance December 31, 2025 vs December 31, 2024 Gaming December 31, 2025 December 31, 2024 % End of period installed base (# of terminals) (2) 35,331 34,916 415 1.2 % Total Gaming - Average installed base (# of terminals) (2) 34,149 34,863 (714 ) (2.0 )% Participation - Average installed base (# of terminals) (2) 28,986 29,897 (911 ) (3.0 )% Fixed Rental - Average installed base (# of terminals) 9,652 4,971 4,681 94.2 % Service Only - Average installed base (# of terminals) 7,626 5,770 1,856 32.2 % Customer Gross Win per unit per day (1) (2) £ 99.5 £ 96.6 £ 2.9 3.0 % Customer Net Win per unit per day (1) (2) £ 72.5 £ 70.8 £ 1.7 2.4 % Inspired Blended Participation Rate 5.2 % 5.4 % (0.2 )% (3.7 )% Inspired Fixed Rental Revenue per Gaming Machine per week £ 23.9 £ 28.6 £ (4.7 ) (16.4 )% Inspired Service Rental Revenue per Gaming Machine per week £ 7.5 £ 5.3 £ 2.2 41.5 % Gaming Long term license amortization (£’m) £ 2.6 £ 2.1 £ 0.5 23.8 % Number of Machine sales 5,454 3,118 2,336 74.9 % Average selling price per terminal £ 4,659 £ 8,044 £ (3,385 ) (42.1 )% (1) Includes all SBG terminals in which the Company takes a participation revenue share across all territories.
Share Repurchases The 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.
Since the authorization, the Company has repurchased an aggregate of 56,604 shares of our common stock at an aggregate cost of $0.4 million. Previously, the Board of Directors had authorized that the Company may use up to $25.0 million to repurchase Inspired shares of common stock, subject to repurchases being effected on or before May 10, 2025.
Virtual Sports, Key Performance Indicators For the Twelve-Month Period ended Variance December 31, 2024 vs December 31, 2023 December 31, 2024 December 31, 2023 % Virtuals No. of Live Customers at the end of the period 58 56 2 (3.6 )% Average No. of Live Customers 56 57 (1 ) (1.8 )% Total Revenue (£’m) £ 35.6 £ 45.3 £ (9.7 ) (21.4 )% Total Revenue £’m - Retail £ 9.2 £ 10.2 £ (1.0 ) (9.8 )% Total Revenue £’m - Online Virtuals £ 26.4 £ 35.2 £ (8.8 ) (25.0 )% In the table above: “No. of Live Customers at the end of the period” and “Average No. of Live Customers” represent the number of customers from which there is Virtual Sports revenue at the end of the period and the average number of customers from which there is Virtual Sports revenue during the period, respectively.
Revenue growth for our Virtual Sports segment is principally driven by the number of customers we have, the net win performance of the games and the net win percentage that we receive pursuant to our contracts with our customers. 50 Virtual Sports, Key Performance Indicators For the Twelve-Month Period ended Variance December 31, 2025 vs December 31, 2024 December 31, 2025 December 31, 2024 % Virtuals No. of Live Customers at the end of the period 60 58 2 3.4 % Average No. of Live Customers 59 56 3 5.4 % Total Revenue (£’m) £ 27.8 £ 35.6 £ (7.8 ) (21.9 )% Total Revenue £’m - Retail £ 9.0 £ 9.2 £ (0.2 ) (2.2 )% Total Revenue £’m - Online Virtuals £ 18.8 £ 26.4 £ (7.6 ) (28.8 )% In the table above: “No. of Live Customers at the end of the period” and “Average No. of Live Customers” represent the number of customers from which there is Virtual Sports revenue at the end of the period and the average number of customers from which there is Virtual Sports revenue during the period, respectively.
(5) Exchange rate in the table is calculated by dividing the USD Adjusted EBITDA by the GBP Adjusted EBITDA, therefore this could be slightly different from the average rate during the period depending on timing of transactions. Reconciliation to Adjusted Revenue We believe that accounting for low margin hardware sales in conformance with U.S.
(5) Exchange rate in the table is calculated by dividing the USD Adjusted EBITDA by the GBP Adjusted EBITDA, therefore this could be slightly different from the average rate during the period depending on timing of transactions.
(3) “Cost 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.
(3) “Cost of Group Restatement” includes accounting advice and other related costs associated with the restatement of financial statements. It also includes ongoing costs relating to the SEC inquiry that was concluded in January 2025.
All variances discussed in the Leisure results below are on a functional currency (at constant rate) basis, which excludes the impact of any changes in foreign currency exchange rates. Leisure Revenue For the twelve-month period ended December 31, 2024 revenue increased by $3.0 million, or 3%.
All variances discussed in the Leisure results below are on a functional currency (at constant rate) basis, which excludes the impact of any changes in foreign currency exchange rates.
Interactive, Key Performance Indicators For the Twelve-Month Period ended Variance December 31, 2024 vs December 31, 2023 Interactive December 31, 2024 December 31, 2023 % No. of Live Customers at the end of the period 175 149 26 17.4 % Average No. of Live Customers 167 142 25 17.6 % No. of Games available at the end of the period 323 290 33 11.4 % Average No. of Games available 311 279 32 11.5 % No. of Live Games at the end of the period 303 275 28 10.2 % Average No. of Live Games 292 259 33 12.7 % Total Revenue (£’m) £ 30.8 £ 22.4 £ 8.4 37.5 % In the table above: “No. of Live Customers at the end of the period” and “Average No. of Live Customers” represent the number of customers from which there is Interactive revenue at the end of the period and the average number of customers from which there is Interactive revenue during the period, respectively.
Interactive, Key Performance Indicators For the Twelve-Month Period ended Variance December 31, 2025 vs December 31, 2024 Interactive December 31, 2025 December 31, 2024 % No. of Live Customers at the end of the period 207 175 32 18.3 % Average No. of Live Customers 197 167 30 18.0 % No. of Games available at the end of the period 346 323 23 7.1 % Average No. of Games available 332 311 21 6.8 % No. of Live Games at the end of the period 323 303 20 6.6 % Average No. of Live Games 308 292 16 5.5 % Total Revenue (£’m) £ 44.4 £ 30.8 £ 13.6 44.2 % In the table above: “No. of Live Customers at the end of the period” and “Average No. of Live Customers” represent the number of customers from which there is Interactive revenue at the end of the period and the average number of customers from which there is Interactive revenue during the period, respectively.
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. 56 Net cash used in investing activities Net cash utilized in investing activities decreased by $17.5 million, to $40.1 million in the twelve months ended December 31, 2024.
These favorable movements were partly offset by unfavorable movements in prepayments and accrued income of $23.8 million and long-term liabilities of $3.5 million. Net cash used in investing activities Net cash utilized in investing activities increased by $0.4 million to $40.5 million in the twelve months ended December 31, 2025.
Stock-based compensation During 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.
Stock-based compensation During the twelve-month period ended December 31, 2025, the Company recorded stock-based compensation expenses of $6.7 million, compared to stock-based compensation expenses of $7.6 million for the twelve-month period ended December 31, 2024. All expenses related to outstanding awards.
At December 31, 2023, $3.1 million of our $40.0 million of cash were held as operational floats within the machines Management currently believes that the Company’s cash balances on hand, cash flows expected to be generated from operations, and the ability to control and defer capital projects will be sufficient to fund the Company’s net cash requirements through April 2026. 57 Long Term and Other Debt (In millions) December 31, 2024 December 31, 2023 Cash held £ 23.4 $ 29.3 £ 31.4 $ 40.0 Revolver drawn (15.0 ) (18.8 ) (15.0 ) (19.1 ) Original principal senior debt (235.0 ) (294.4 ) (235.0 ) (299.6 ) Cash interest accrued (1.9 ) (2.4 ) (1.6 ) (2.0 ) Finance lease creditors (18.4 ) (23.0 ) (1.9 ) (2.4 ) Total £ (246.9 ) $ (309.3 ) £ (222.1 ) $ (283.1 ) Debt Covenants Under our debt facilities in place as of December 31, 2024, we are not subject to covenant testing on the Senior Secured Notes.
At December 31, 2024, $2.9 million of our $29.3 million of cash were held as operational floats within the machines Management currently believes that the Company’s cash balances on hand, cash flows expected to be generated from operations, and the ability to control and defer capital projects will be sufficient to fund the Company’s net cash requirements through April 2027. 61 Long Term and Other Debt (In millions) December 31, 2025 December 31, 2024 Cash held £ 31.2 $ 42.0 £ 23.4 $ 29.3 Restricted cash 0.9 1.3 Revolver drawn - - (15.0 ) (18.8 ) Original principal senior debt (270.0 ) (363.2 ) (235.0 ) (294.4 ) Cash interest accrued (1.7 ) (2.3 ) (1.9 ) (2.4 ) Finance lease creditors (13.4 ) (18.1 ) (18.4 ) (23.0 ) Total £ (253.0 ) $ (340.3 ) £ (246.9 ) $ (309.3 ) Note: Table presented in GBP and USD as principle senior debt has a base currency of GBP, movements in the USD value represent foreign currency exchange rate fluctuations.
Segment Results ( for the twelve months ended December 31, 2024, compared to the twelve months ended December 31, 2023) Gaming We 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 a when and if available basis and content development.
Deferred Tax The Company maintains a valuation allowance related to capital loss carryovers in the United Kingdom, state net operating losses unable to be utilized in the United States, and United States interest expected to be limited under Section 163(j). 45 Segment Results ( for the twelve months ended December 31, 2025, compared to the twelve months ended December 31, 2024) Gaming We 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 a when and if available basis and content development.
Management applies judgment in evaluating the contractual terms and conditions that impact the identification of performance obligations and the pattern of revenue recognition. For these arrangements that contain multiple promises, judgement is also required to determine the stand-alone selling price (“SSP”) for each distinct performance obligation.
For these arrangements that contain multiple promises, judgement is also required to determine the stand-alone selling price (“SSP”) for each distinct performance obligation.
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. 58 Contractual Obligations As of December 31, 2024, our contractual obligations were as follows: Contractual Obligations (in millions) Total Less than 1 year 1-2 years 3-5 years More than 5 years Operating activities Interest on long term debt $ 34.8 $ 23.2 $ 11.6 $ - $ - Purchase of Vantage machines 17.1 17.1 - - - Financing activities Revolver repayment 19.7 19.7 - - - Senior secured notes - principal repayment 294.4 - 294.4 - - Finance lease payments 23.0 4.4 4.7 13.9 - Operating lease payments 16.8 5.1 4.0 4.3 3.4 Interest on non-utilization fees 0.2 0.2 - - - Total $ 406.0 $ 69.7 $ 314.7 $ 18.2 $ 3.4 Off-Balance Sheet Arrangements As of December 31, 2024, there were no off-balance sheet arrangements, as defined in Item 303(a)(4)(ii) of Regulation S-K, promulgated by the U.S.
Contractual Obligations As of December 31, 2025, our contractual obligations were as follows: Contractual Obligations (in millions) Total Less than 1 year 1-2 years 3-5 years More than 5 years Operating activities Interest on long term debt $ 159.2 $ 35.5 $ 35.3 $ 88.4 $ - Purchase of machines 2.9 2.9 - - - Financing activities Senior secured notes - principal repayment 363.2 - - 363.2 - Finance lease payments 18.0 4.2 4.9 8.9 - Operating lease payments 8.9 2.9 1.5 2.8 1.7 Interest on non-utilization fees 1.3 0.3 0.3 0.7 - Total $ 553.5 $ 45.8 $ 42.0 $ 464.0 $ 1.7 62 Off-Balance Sheet Arrangements As of December 31, 2025, there were no off-balance sheet arrangements, as defined in Item 303(a)(4)(ii) of Regulation S-K, promulgated by the U.S.
All 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. Gaming Revenue During the twelve-month period ended December 31, 2024, Gaming revenue decreased by $34.0 million, or 24%.
All variances discussed in the Virtual Sports results below are on a functional currency (at constant rate) basis, which excludes the impact of any changes in foreign currency exchange rates.
There were no other breaches of the debt covenants in the twelve-month periods ended December 31, 2024 or December 31, 2023.
Under the previous debt facilities, there were no covenant violations in the twelve-month periods ended December 31, 2025 or December 31, 2024.
Funding Needs and Sources To fund our obligations, historically we have relied on a combination of cash flows provided by operations and the incurrence of additional debt or the refinancing of existing debt. As of December 31, 2024, we had liquidity consisting of $29.3 million in cash and a further $6.3 million of undrawn revolver facility.
During the twelve months ended December 31, 2024, net cash used by financing activities was $1.6 million all relating to finance lease spend. Funding Needs and Sources To fund our obligations, historically we have relied on a combination of cash flows provided by operations and the incurrence of additional debt or the refinancing of existing debt.
Specifically, complex arrangements with nonstandard terms and conditions may require significant contract interpretation to determine the appropriate accounting. The Company often enters into contracts with customers that consist of a combination of services and products that are accounted for as one or more distinct performance obligations.
The Company often enters into contracts with customers that consist of a combination of services and products that are accounted for as one or more distinct performance obligations. Management applies judgment in evaluating the contractual terms and conditions that impact the identification of performance obligations and the pattern of revenue recognition.
Change 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.
Change in the fair value of derivative and warrant liabilities and stock-based compensation expense decreased by $0.9 million from $7.6 million to $6.7 million due to lower stock-based compensation expense. All expenses related to outstanding awards.
Player activity for our holiday parks is generally higher in the second and third quarters of the year, particularly during the summer months and slower during the first and fourth quarters of the year. 38 Revenue We generate revenue in four principal ways: i) on a participation basis, ii) on a fixed rental fee basis, iii) through product sales and iv) through software license fees.
Revenue We generate revenue in four principal ways: i) on a participation basis, ii) on a fixed rental fee basis, iii) through product sales and iv) through software license fees.
Currency Movement represents the difference between the results in our reporting currency (USD) and the results on a functional currency (at constant rate) basis. 52 Reconciliations from net loss, as shown in our Consolidated Statements of Operations and Comprehensive Income (Loss), to Adjusted EBITDA are shown below.
Currency Movement represents the difference between the results in our reporting currency (USD) and the results on a functional currency (at constant rate) basis.
This compares to $40.0 million of cash as of December 31, 2023, with a further $6.4 million of revolver facilities undrawn. We had a working capital outflow of $89.5 million for the twelve months ended December 31, 2024, compared to a $9.1 million outflow for the twelve months ended December 31, 2023.
We had a working capital outflow of $7.3 million for the twelve months ended December 31, 2025, compared to a $89.5 million outflow for the twelve months ended December 31, 2024.
Foreign Exchange Our results are affected by changes in foreign currency exchange rates as a result of the translation of foreign functional currencies into our reporting currency and the re-measurement of foreign currency transactions and balances. The impact of foreign currency exchange rate fluctuations represents the difference between current rates and prior-period rates applied to current activity.
As of December 31, 2024, our non-current assets (excluding goodwill) were attributable as follows: 75% to the UK, 8% to Greece and 17% across the rest of the world. 41 Foreign Exchange Our results are affected by changes in foreign currency exchange rates as a result of the translation of foreign functional currencies into our reporting currency and the re-measurement of foreign currency transactions and balances.
Interactive revenue During 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.
Interactive revenue During the twelve-month period ended December 31, 2025, revenue increased by $17.3 million, or 44% compared to the twelve-month period ended December 31, 2024, primarily driven by revenue growth in the UK, North America and mainland Europe.
Virtual Sports operating income During the twelve-month period ended December 31, 2024, net operating income decreased by $14.5 million.
Virtual Sports net operating income During the twelve-month period ended December 31, 2025, net operating income decreased by $11.9 million compared to the twelve-month period ended December 31, 2024, primarily due to the decreases in revenues and increases in depreciation and amortization of $2.0 million.
Depreciation and amortization Depreciation 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.
Depreciation and amortization Depreciation and amortization for the twelve-month period ended December 31, 2025, increased by $6.5 million compared to the twelve-month period ended December 31, 2024. This was predominantly driven by an increase in Gaming of $6.2 million mainly related to gaming machine additions.
Net operating income During 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.
Gaming Operating / Net Income Net income for the twelve-month period ended December 31, 2025, increased by $2.8 million, compared to the twelve-month period ended December 31, 2024. This increase was primarily due to higher service revenue and a decrease in cost of sales.
Total Gaming Revenue for the twelve-month period ended December 31, 2023 includes £24.3 million of Low Margin sales. In the table above: “Gaming Participation Revenue” includes our share of revenue generated from (i) our Gaming terminals placed in gaming and lottery venues; and (ii) licensing of our game content and intellectual property to third parties.
For the Twelve-Month Period ended Variance December 31, 2025 vs December 31, 2024 (In £ millions) December 31, 2025 December 31, 2024 £ % Gaming Recurring Revenue Total Gaming Revenue £ 84.9 £ 86.7 £ (1.8 ) (2 )% Gaming Participation Revenue £ 39.9 £ 41.7 £ (1.8 ) (4 )% Gaming Project Recurring Revenue £ 1.2 £ 0.7 £ 0.5 71 % Other Fixed Fee Recurring Revenue £ 15.1 £ 9.1 £ 6.0 66 % Gaming Long-term license amortization £ 2.6 £ 2.2 £ 0.4 18 % Total Gaming Recurring Revenue * £ 58.8 £ 53.7 £ 5.1 9 % Gaming Recurring Revenue as a % of Total Gaming Revenue 69 % 62 % 7 % In the table above: “Gaming Participation Revenue” includes our share of revenue generated from (i) our Gaming terminals placed in gaming and lottery venues; and (ii) licensing of our game content and intellectual property to third parties.
Virtual Sports We generate revenue from our Virtual Sports segment through our on-premise licensing solution and hosting of our products. We primarily receive fees on a participation basis.
Staff-related selling, general and administrative expenses reduced driven by the closure of the Bridgend manufacturing facility in 2025 partially offset by an increase in Depreciation and amortization relating to gaming machine additions. Virtual Sports We generate revenue from our Virtual Sports segment through our on-premise licensing solution and hosting of our products. We primarily receive fees on a participation basis.
Leisure revenue grew by $3.0 million predominantly due to growth in the Holiday Parks and Pubs sectors. 40 Cost of Sales, excluding depreciation and amortization Cost of sales, excluding depreciation and amortization, for the twelve-month period ended December 31, 2024, decreased by $38.6 million, or 30%.
Leisure Revenue For the twelve-month period ended December 31, 2025, revenue decreased by $8.5 million, or 8% compared to the twelve-month period ended December 31, 2024, predominantly from a decrease in pubs revenue of $5.5 million due to pub operator business model restructuring and a decrease in Extra MSA and holiday parks revenue of $3.6 million due to the sale of UK holiday parks business and certain associated leisure assets.
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. Non-staff related selling, general and administrative expenses Non-Staff related selling, general and administrative expenses for the twelve-month period ended December 31, 2024 increased by $5.4 million, or 12%.
Interactive net operating income Net operating income for the twelve-month period ended December 31, 2025, increased by $13.8 million, or 70% compared to the twelve-month period ended December 31, 2024, driven by the increase in revenue, partially offset by increases in cost of service of $1.2 million and Staff-related and Non-staff related selling, general and administrative expenses of $3.3 million.
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.
Virtual Sports revenue decreased by $9.9 million due to a decrease in Online revenue. Interactive revenue increased by $17.3 million, driven by revenue growth in the UK, mainland Europe and North America; and Leisure revenue decreased by $8.5 million as service revenue decreased by $7.8 million and product revenue decreased by $0.7 million.
Depreciation 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.
A loss on sale of business expense of $6.6 million was incurred in the twelve months ended December 31, 2025 relating to the sale of the UK holiday parks business and certain associated leisure assets. 60 Depreciation and amortization increased by $9.4 million, to $57.1 million, with increases of $4.4 million in amortization of software development costs, $4.3 million in machine depreciation, $0.4 million in non-machine depreciation and $0.3 million in amortization of right of use assets.
For 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.
For the twelve-month period ended December 31, 2025, compared to the twelve-month period ended December 31, 2024, Gaming revenue declined by $2.2 million, Gaming product revenue declined by $13.5 million due to a decrease in the North America markets as product sales do not typically follow a linear year-over-year trend, partially offset by an increase in Gaming service revenue of $11.3 million predominantly due to the UK and mainland Europe markets.
The relative movements between 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.
Other net cash utilized by operating activities increased by $82.2 million to an outflow of $7.3 million. The relative movements between the twelve months ended December 31, 2025 and the twelve months ended December 31, 2024 resulted in favorable movements of $60.1 million in corporate tax and other current taxes, $46.8 million in accounts receivable and $3.4 million in inventory.

… 89 more changes not shown on this page.

Item 7A. Quantitative and Qualitative Disclosures About Market Risk

Market Risk — interest-rate, FX, commodity exposure

7 edited+3 added−0 removed5 unchanged
Biggest changeTherefore, movements in rates such as LIBOR do not impact on the current borrowings and the only fluctuation that is expected to be reported will be that solely caused by movements in the exchange rates between the Company’s functional currency and its reporting currency.
Biggest changeUp until the refinancing of the debt in June 2025, the previous external borrowings were provided at a fixed rate. Therefore, movements in rates such as SONIA did not impact on the borrowings and the only fluctuation that was reported was solely caused by movements in the exchange rates between the Company’s functional currency and its reporting currency.
A hypothetical 10% adverse change in the value of the Euro and the US Dollar relative to GBP as of December 31, 2024, would result in favorable translation adjustments of approximately $2.2 million and $1.6 million respectively, recorded in other comprehensive loss. Included within our trading results are earnings outside of our functional currency.
A hypothetical 10% adverse change in the value of the Euro and the US Dollar relative to GBP as of December 31, 2025, would result in favorable translation adjustments of approximately $2.5 million and $1.0 million respectively, recorded in other comprehensive loss. Included within our trading results are earnings outside of our functional currency.
A hypothetical 10% adverse change in the value of the Euro and the US Dollar relative to GBP as of December 31, 2024, would result in translation adjustments of approximately $1.1 million favorable and $1.6 million unfavorable, respectively, recorded in trading operations.
A hypothetical 10% adverse change in the value of the Euro and the US Dollar relative to GBP as of December 31, 2025, would result in translation adjustments of approximately $1.7 million favorable and $1.0 million unfavorable, respectively, recorded in trading operations.
For the trading figures the 10% movement is based on the average exchange rate throughout the reported period and for the balance sheet figures the 10% movement is based on the exchange rate used at December 31, 2024. Excluding intercompany balances, our Euro and US Dollar functional currency net assets total approximately $22.8 million and $15.6 million respectively.
For the trading figures the 10% movement is based on the average exchange rate throughout the reported period and for the balance sheet figures the 10% movement is based on the exchange rate used at December 31, 2025. Excluding intercompany balances, our Euro and US Dollar functional currency net assets total approximately $29.4 million and $9.8 million respectively.
Retained gains from Euro based entities earned in Euros and retained losses from USD based entities earned in US Dollars in the twelve months ended December 31, 2024, were €11.0 million and $17.1 million, respectively.
Retained gains from Euro based entities earned in Euros and retained losses from USD based entities earned in US Dollars in the twelve months ended December 31, 2025, were €16.1 million and $11.4 million, respectively.
A 10% weakening of GBP against the US Dollar would change the trading operational results unfavorably by approximately $6.56 million and would result in unfavorable translation adjustments of approximately $4.4 million, recorded in other comprehensive loss. For further information regarding the external borrowings, see Note 13 to the Consolidated Financial Statements, “Long Term and Other Debt”. 62
A 10% weakening of GBP against the US Dollar would change the trading operational results favorably by approximately $2.3 million and would result in unfavorable translation adjustments of approximately $5.7 million, recorded in other comprehensive loss. For further information regarding the external borrowings, see Note 13 to the Consolidated Financial Statements, “Long Term and Other Debt”. 64
ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK Our principal market risks are our exposure to changes in foreign currency exchange rates. Interest Rate Risk Following the Company’s refinancing of its debt in May 2021, the external borrowings of £235.0 million ($294.4 million) are provided at a fixed rate.
ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK Our principal market risks are our exposure to changes in foreign currency exchange rates.
Added
Interest Rate Risk Following the Company’s refinancing of its debt in June 2025, the external borrowings of £270.0 million ($363.2 million) are provided at a rate per annum equal to SONIA plus a margin (based on the Company’s consolidated senior secured net leverage ratio) ranging from 5.50% to 6.00% per annum fixed rate.
Added
Therefore, movements in rates such as SONIA will impact on the current borrowings with increases in SONIA leading to a higher interest charge. As at December 30, 2025, we had £270.0 million ($363.2 million) of senior note debt subject to a floating rate interest charge that can vary with the SONIA rate.
Added
If the floating interest rates increased by 1%, the additional interest charge would have been approximately $2.0 million for the twelve months ended December 31, 2025. If the floating interest rates increased by 5%, the additional interest charge would have been approximately $10.1 million for the twelve months ended December 31, 2025.

Other INSE 10-K year-over-year comparisons