Skip to main content

Inspired Entertainment, Inc.

For the period ended Jun 30, 2025. Filed Aug 6, 2025.

View on SEC.gov

About this filing

A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.

Jun 30, 2025 · Filed Aug 6, 2025

INSE$3.98+7.4%Stored close · as of Nov 9, 2026

Extracted filing text, with the paragraph anchors used by the comparison.

See the whole filing, with its images and exhibits

Notes to Condensed Consolidated Financial Statements

  1. Nature of Operations, Management’s Plans and Summary of Significant Accounting Policies

Company Description and Nature of Operations

We are a global gaming technology company, supplying content, platform, gaming terminals and other products and services to online and land-based regulated lottery, betting and gaming operators worldwide through a broad range of distribution channels, predominantly on a business-to-business basis. We provide end-to-end digital gaming solutions (i) on our own proprietary and secure network, which accommodates a wide range of devices, including land-based gaming machine terminals, mobile devices and online computer applications and (ii) through third party networks. Our content and other products can be found through the consumer-facing portals of our interactive and online virtuals customers and, through our land-based customers, in licensed betting offices, adult gaming centers, pubs, bingo halls, airports, motorway service areas and leisure parks.

Management Liquidity Plans

As of June 30, 2025, the Company’s cash on hand was $46.3 million, and the Company had working capital in addition to cash of $21.1 million. The Company recorded net losses of $7.9 million and $5.0 million for the six months ended June 30, 2025 and 2024, respectively. Net losses included non-cash stock-based compensation of $3.2 million and $3.9 million for the six months ended June 30, 2025 and 2024, respectively.

Historically, the Company has generally had positive cash flows from operating activities and has relied on a combination of cash flows provided by operations and the incurrence of debt and/or the refinancing of existing debt to fund its obligations. Cash flows provided by operations amounted to $40.7 million and $3.6 million for the six months ended June 30, 2025 and 2024, respectively.

Management currently believes that the Company’s cash balances on hand, cash flows expected to be generated from operations, ability to control and defer capital projects and amounts available from the Company’s external borrowings will be sufficient to fund the Company’s net cash requirements through August 2026.

Basis of Presentation

The accompanying unaudited interim condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) for interim financial information and pursuant to the instructions to Form 10-Q and Article 8 of Regulation S-X of the SEC. Certain information or footnote disclosures normally included in financial statements prepared in accordance with U.S. GAAP have been condensed or omitted, pursuant to the rules and regulations of the SEC for interim financial reporting. Accordingly, they do not include all the information and footnotes necessary for a comprehensive presentation of financial position, results of operations, or cash flows. It is management’s opinion, however, that the accompanying unaudited interim condensed consolidated financial statements include all adjustments, consisting of a normal recurring nature, which are necessary for a fair presentation of the financial position, operating results and cash flows for the periods presented.

The accompanying unaudited interim condensed consolidated financial statements should be read in conjunction with the Company’s consolidated financial statements and notes thereto for the years ended December 31, 2024 and 2023. The financial information as of December 31, 2024 is derived from the audited consolidated financial statements presented in the Company’s Annual Report on Form 10-K for the year ended December 31, 2024 filed with the SEC on March 26, 2025 (the “2024 Form 10-K”). The financial information for the three and six months ended June 30, 2024 is derived from the unaudited consolidated financial statements presented in the Company’s Quarterly Report on Form 10-Q for the three and six months ended June 30, 2024 filed with the SEC on August 8, 2024, as revised (see note 19 to these financial statements for details of the revision). The interim results for the three and six months ended June 30, 2025 are not necessarily indicative of the results to be expected for the year ending December 31, 2025 or for any future interim periods.

2. Allowance for Credit Losses

Changes in the allowance for credit losses are as follows:

June 30, 2025December 31, 2024
(in millions)
Beginning balance$(1.0)$(1.1)
Additional allowance for credit losses—(0.1)
Write offs—0.2
Foreign currency translation adjustments(0.1)—
Ending balance$(1.1)$(1.0)

3. Inventory

Inventory consists of the following:

June 30, 2025December 31, 2024
(in millions)
Component parts$15.0$12.3
Work in progress—0.5
Finished goods9.915.2
Total inventories$24.9$28.0

Component parts include parts for gaming terminals. Our finished goods inventory primarily consists of gaming terminals which are ready for sale.

4. Prepaid Expenses and Other Assets

Prepaid expenses and other assets consist of the following:

June 30, 2025December 31, 2024
(in millions)
Prepaid expenses and other assets$14.8$10.0
Unbilled accounts receivable27.826.0
Total prepaid expenses and other assets$42.6$36.0

5. Accounts Payable and Accrued Expenses

Accounts payable and accrued expenses consist of the following:

June 30, 2025December 31, 2024
(in millions)
Accounts payable$44.3$29.3
Payroll and related costs4.35.7
Cost of sales including inventory5.24.6
Other creditors16.414.1
Total accounts payable and accrued expenses$70.2$53.7

6. Contract Related Disclosures

The following table summarizes contract related balances:

Accounts ReceivableUnbilled Accounts ReceivableRight to recover assetDeferred IncomeCustomer Prepayments and Deposits
(in millions)
At June 30, 2025$44.2$27.8$0.7$(23.1)$(3.6)
At December 31, 2024$61.5$26.0$0.6$(18.6)$(3.9)

Revenue recognized that was included in the deferred income balance at the beginning of the period amounted to $1.0 million and $1.2 million for the six months ended June 30, 2025 and 2024, respectively.

For the three and six months ended June 30, 2025 and 2024 respectively, there were no significant amounts of revenue recognized as a result of changes in contract transaction price related to performance obligations that were satisfied in the respective prior periods.

Transaction Price Allocated to Remaining Performance Obligations

At June 30, 2025, in respect of contracts exceeding one year duration**, t**he aggregate amount of the transaction price allocated to the performance obligations which are unsatisfied (or partially unsatisfied) at the end of the reporting period was approximately $153.6 million. Of this amount, we expect to recognize as revenue approximately 23% through December 31, 2025, approximately 46% through December 31, 2027, and the remaining 31% through December 31, 2031.

7. Long Term and Other Debt

Issuance of Long-Term Debt - Series B Notes

On June 4, 2025, Inspired Entertainment (Financing) plc (the “Issuer”), a wholly owned (indirect) subsidiary of the Company, together with certain subsidiaries of the Company including Inspired Entertainment Holdings LLC, (as topco) and DMWSL 633 Limited (“Inspired Entity”), entered into a Senior Notes Purchase Agreement (the “Notes Purchase Agreement”) with (among others) Global Loan Agency Services Limited (the “Agent”) as the agent, GLAS Trust Corporation Limited (the “Security Agent”) as the security agent, and Barclays Bank plc, HG Vora Special Opportunities Master Fund, Ltd., BSE Investments, Ltd. and HG Vora Opportunistic Capital Master Fund III A LP as the original noteholders.

Pursuant to the Notes Purchase Agreement, the Issuer issued £270.0 million ($370.0 million, as translated at June 30, 2025) aggregate principal amount of Series B Notes (the “Senior Notes”) on June 9, 2025 (the “Closing Date”). The Senior Notes are initially guaranteed by the Issuer and certain other subsidiaries of the Company (the “Guarantors”). The terms of the Senior Notes and related guarantees are governed by the Notes Purchase Agreement.

Subject to compliance with customary conditions, the Notes Purchase Agreement allows us to incur additional senior secured indebtedness in the amounts permitted under the Senior Notes, either as a new series of notes or as an additional sub tranche or increase of the Senior Notes.

The proceeds from the offering of Senior Notes were used to refinance the existing £235.0 million ($322.0 million) senior secured notes due June 1, 2026 (the “Existing Notes”) and £15.0 million ($20.1 million) loans outstanding under the existing revolving credit agreement (the “Existing RCF”) and accrued interest and/or fees, in each case (and any related fees, costs and expenses). The Issuer intends to use the balance of the proceeds for general corporate purposes and/or working capital purposes.

The following is a brief description of the Senior Notes.

Interest and Maturity

The Senior Notes bear interest at a rate per annum equal to the Sterling Overnight Index Average (“SONIA”) rateplus a margin (based on the Company’s consolidated senior secured net leverage ratio) ranging from 5.50% to 6.00% per annum and mature on June 9, 2030 (five years from the date of issuance). Interest is payable on the Senior Notes monthly, quarterly or semi-annually (as selected by the Issuer) or by reference to any other period agreed with all the holders.

Ranking

The Senior Notes and related guarantees are senior secured obligations of the Issuer and the Guarantors that (i) rank equally in right of payment to any of the Issuer’s and the Guarantors’ existing and future indebtedness (except as otherwise described in this paragraph); (ii) rank senior in right of payment with all of the Issuer’s and the Guarantor’s existing and future senior subordinated indebtedness; (iii) are effectively junior in right of payment to all of the Issuer’s and the Guarantors’ existing and future secured indebtedness that is secured by assets that do not secure the Notes and the guarantees thereof to the extent of the value of the assets securing such indebtedness; and (iv) are structurally subordinated in right of payment to all existing and future indebtedness and other liabilities of the Company’s subsidiaries that do not guarantee the Senior Notes (other than the Issuer).

Guarantees

The Senior Notes are fully and unconditionally guaranteed on a senior secured first-priority basis by the Guarantors on a joint and several basis.

Security

The Senior Notes and related guarantees are secured, subject to certain permitted collateral liens, on a first-priority basis by certain assets of the Guarantors.

Covenants

The Notes Purchase Agreement contains incurrence covenants that limit the ability of the Company and its restricted subsidiaries to, among other things, (i) incur or guarantee additional debt and issue certain preferred stock of restricted subsidiaries; (ii) create or incur certain liens; (iii) make restricted payments, including dividends or distributions to the Company’s stockholders or repurchase its stock; (iv) prepay or redeem subordinated debt; (v) make certain investments, including participating joint ventures; (vi) create encumbrances or restrictions on the payment of dividends or other distributions by restricted subsidiaries; (vii) sell assets, or consolidate or merge with or into other companies; (viii) sell or transfer all or substantially all of the Company’s assets or those of the Company’s subsidiaries on a consolidated basis; and (ix) engage in certain transactions with affiliates. These covenants are subject to exceptions and qualifications as set forth in the Notes Purchase Agreement.

The Notes Purchase Agreement requires that the Company maintain a maximum consolidated senior secured net leverage ratio of 5.0x on the test date for the relevant periods ending September 30, 2025, December 31, 2025, March 31, 2026, June 30, 2026, September 30, 2026, December 31, 2026 and March 31, 2027, stepping down to 4.75x on June 30, 2027 and each relevant period thereafter (the “Notes Financial Covenant”). The Notes Financial Covenant is calculated as the ratio of consolidated senior secured net debt to consolidated pro forma EBITDA (defined as consolidated net income after adding back certain items including (without limitation) interest expense, taxes, depreciation and amortization expenses and exceptional or non-recurring costs and losses and after adjusting for certain projected savings and synergies) for the 12-month period preceding the relevant quarterly testing date and is tested quarterly on a rolling basis. The Notes Purchase Agreement does not include a minimum interest coverage ratio or other financial covenants.

Events of Default

The Notes Purchase Agreement provides for events of default (subject in certain cases to grace and cure periods) which include, among others, non-payment of amounts when due, breach of covenants or other agreements in the Notes Purchase Agreement, misrepresentations, defaults in payment of certain other indebtedness and certain events of insolvency, material litigation and a “going concern” qualification by the auditors. Subject to certain exceptions, if an event of default occurs, the Agent or the holders of more than 50% of the Senior Notes may declare the principal of, premium, if any, and accrued but unpaid interest on all of the Notes to be due and payable immediately.

Voluntary Redemption

The Issuer may redeem the Senior Notes, in whole or in part, at any time and from time to time prior to the first anniversary of issuance, at a redemption price equal to 100% of the principal amount thereof, plus a “make-whole” premium (the “Make Whole”) as set forth in the Notes Purchase Agreement, plus accrued and unpaid interest (if any) up to, but excluding, the redemption date. The Issuer may also redeem the Notes, in whole or in part, at any time and from time to time on or after the first anniversary of issuance but prior to the second anniversary of issuance, at a redemption price equal to 100% of the principal amount thereof, plus 1% of the principal amount redeemed (the “101” and, together with the Make Whole, “Call Protection”), plus accrued and unpaid interest (if any) up to, but excluding, the redemption date. On or after the second anniversary of issuance, the Issuer may redeem the Notes, in whole or in part, at any time and from time to time at a redemption price equal to 100% of the principal amount thereof, plus accrued and unpaid interest (if any) up to, but excluding, the redemption date

Mandatory Redemption

If a change of control occurs as specified in the Notes Purchase Agreement, the Issuer must offer to purchase the Notes, in cash, at a redemption price equal to at 100% of the principal amount thereof plus the applicable Call Protection plus accrued and unpaid interest (if any) up to, but excluding, the redemption date. If the Company generates excess cashflow as specified in the Notes Purchase Agreement, the Issuer must offer to apply an agreed percentage of such excess cash flow (subject to certain deductions and varying by reference to the level of senior secured net leverage at such time) to purchase the Senior Notes, in cash, at a redemption price equal to at 100% of the principal amount thereof plus accrued and unpaid interest (if any) up to, but excluding, the redemption date. In addition, the Indenture may require the Issuer to use excess proceeds from certain asset dispositions for an offer to purchase the Senior Notes at 100% of the principal amount thereof plus the applicable Call Protection (unless made in the first 12 months following issuance and not in an amount exceeding £25.0 million ($34.3 million) and made in connection with certain planned disposals by the Company as set out in the Notes Purchase Agreement) plus accrued and unpaid interest (if any) up to, but excluding, the redemption date.

Revolving Credit Facility

In connection with the issuance of the Senior Notes, the Issuer, together with certain subsidiaries of the Company, entered into a Senior Facilities Agreement (the “SFA”) on June 4, 2025, with the Agent, the Security Agent and Barclays Bank plc as original lender (the “Lender”), pursuant to which the Lender agreed to provide, subject to certain conditions, a secured revolving facility (the “RCF”) in an original principal amount of £17.8 million ($24.4 million) under which, as of the Closing Date, the Issuer is able to draw funds. The RCF will terminate on December 9, 2029 (54 months from the Closing Date).

Subject to compliance with customary conditions, the SFA allows certain members of the Group to incur additional senior secured, second lien and unsecured indebtedness in the amounts permitted under the Senior Notes, either as a new facility or as an additional sub tranche or increase of the RCF.

Proceeds from the RCF, if drawn, may be used towards financing and/or refinancing (directly or indirectly) the general corporate and/or working capital purposes of the Company (including, without limitation, restructuring costs or charges and any acquisitions or investments).

The funding of the RCF is subject to customary conditions set forth in the SFA, including documentary conditions precedent which are to be satisfied on the Closing Date.

The loans under the RCF bear interest at a rate per annum equal to (i) SONIA for borrowings in sterling, (ii) LIBOR for borrowings in dollars, or (iii) EURIBOR for borrowings in Euro, as applicable,plus, in each case, a margin (based on the Company’s consolidated senior secured net leverage ratio) ranging from 3.25% to 3.75% per annum. With respect to the RCF, a commitment fee of 35% of the then applicable margin is payable at any time on any unutilized portion of the RCF.

The SFA contains various covenants (which include restrictions regarding the incurrence of liens, the incurrence of indebtedness by the Company’s subsidiaries and fundamental changes, subject in each case to certain exceptions), representations, warranties, limitations and events of default (which include non-payment, breach of obligations under the financing documents, cross default, insolvency and litigation) customary for similar facilities and subject to customary carve-outs and grace periods. Following the occurrence of an event of default which has not been waived or remedied, the Lenders who represent more than 50% of total commitments under the SFA may, subject to the terms of an intercreditor agreement (which governs the relationship between the Lenders and the holders of the Senior Notes), instruct the agent to (i) accelerate the RCF loans, (ii) instruct the security agent to enforce the transaction security and/or (iii) exercise any other remedies available to the Lenders.

The SFA requires that the Company maintain a maximum consolidated senior secured net leverage ratio of 5.50x on the test date for the relevant periods ending September 30, 2025, December 31, 2025, March 31, 2026, June 30, 2026, September 30, 2026, December 31, 2026 and March 31, 2027, stepping down to 5.25x on June 30, 2027 and each relevant period thereafter (the “RCF Financial Covenant”). The RCF Financial Covenant is calculated as the ratio of consolidated senior secured net debt to consolidated pro forma EBITDA (defined as net loss excluding depreciation and amortization, interest expense, interest income and income tax expense) for the 12-month period preceding the relevant quarterly testing date and is tested quarterly on a rolling basis. The SFA does not include a minimum interest coverage ratio or other financial covenants.

The outstanding principal amount of each advance under the RCF is payable on the last day of the interest period relating to such advance, unless such advance is rolled over on a cashless basis in accordance with customary rollover provisions contained in the SFA, with a final repayment on December 9, 2029.

In the event that a Lender breaches its obligations under the SFA, otherwise repudiates or rescinds the SFA or any other finance document or is subject to an insolvency event, the Issuer is entitled to prepay the amounts owed to such Lender, cancel its undrawn commitments and replace it with another financial institution of the Company’s choosing who is willing to join the SFA as a Lender. Subject to the foregoing, recourse against the Lenders by the Company or its subsidiaries that are party to the SFA would, absent fraud or other criminal behavior, generally be limited to remedies for breach of contract.

Termination of Prior Financing

The Company’s previous debt consisted of £235.0 million ($322.0 million) of Senior Secured Notes which bore interest at a fixed rate of 7.875% and a Super Senior Revolving Credit Facility in a principal amount of £20.0 million ($27.4 million) which bore interest at a rate per annum equal to (i) SONIA for borrowings in sterling, (ii) LIBOR (or, on and after December 31, 2021, SOFR) for borrowings in US Dollars, or (iii) EURIBOR for borrowings in Euro, as applicable, plus, in each case, a margin (based on the Company’s consolidated senior secured net leverage ratio) ranging from 4.25% to 4.75% per annum.

In connection with the entry into each of the Notes Purchase Agreement and the SFA, on June 9, 2025, (i) the Issuer redeemed the Existing Notes and terminated the indenture dated May 20, 2021 pursuant to which the Existing Notes had been issued, and (ii) the Issuer prepaid in full all outstanding loans under the Existing RCF and terminated the Super Senior Revolving Credit Facilities Agreement dated May 20, 2021.

The termination of the prior financing is considered to be a non-substantial modification, in accordance with Topic 470-50. Fees directly associated with the modified Senior Debt amounting to $18.1 million were capitalized and will be amortized over the term of the new Senior Debt, along with the existing $1.6 million unamortized debt issuance costs of the old Senior Debt. $0.9 million of fees associated with the new Revolving Credit Facility were capitalized and will be amortized over the term of the new Revolving Credit Facility, along with the existing $0.1 million unamortized fees attributable to the old Revolving Credit Facility. Fees paid to third parties of $2.3 million related to the new Senior Debt were expensed as incurred into Selling, General and Administrative fees.

Outstanding Debt and Finance Leases

The following reflects outstanding debt and finance leases as of the dates indicated below:

PrincipalUnamortized deferred financing chargeBook value, June 30, 2025
(in millions)
Senior debt$370.0$(20.4)$349.6
Finance lease liabilities22.2—22.2
Total long-term debt outstanding392.2(20.4)371.8
Less: current portion of long-term debt(4.7)—(4.7)
Long-term debt, excluding current portion$387.5$(20.4)$367.1
PrincipalUnamortized deferred financing chargeBook value, December 31, 2024
(in millions)
Senior debt$313.2$(2.2)$311.0
Finance lease liabilities23.0—23.0
Total long-term debt outstanding336.2(2.2)334.0
Less: current portion of long-term debt(23.2)—(23.2)
Long-term debt, excluding current portion$313.0$(2.2)$310.8

The Company is in compliance with all relevant financial covenants and the long-term debt portion is correctly classified as such in line with the underlying agreements.

Long term debt as of June 30, 2025 matures as follows:

Fiscal period:Senior bank debtFinance leasesTotal
(in millions)
2025$—$2.2$2.2
2026—4.94.9
2027—5.65.6
2028—6.26.2
2029—3.33.3
2030370.0—370.0
Total$370.0$22.2$392.2

8. Stock-Based Compensation

A summary of the Company’s Restricted Stock Unit (“RSU”) activity during the six months ended June 30, 2025 is as follows:

Number of Shares
Unvested Outstanding at January 1, 2025786,551
Granted (1)812,124
Forfeited(130,185)
Vested(103,432)
Unvested Outstanding at June 30, 20251,365,058
(1)The amount shown as “granted” includes 259,717 performance-based target RSUs for 2025 as to which the number that ultimately vests would range from 0% to 200% of the target amount of RSUs (a maximum of 519,434 RSUs based on attainment of Adjusted EBITDA targets for 2025). The amount shown also includes tranches covering an aggregate of 104,166 Adjusted EBITDA RSUs (subject to performance criteria for 2025) which can be earned at up to 100% of the target amount of RSUs; such tranches were part of sign-on awards of multiple tranches approved in 2023 for our Executive Chairman and our Chief Executive Officer with respect to which the accounting grant date for the 2025 tranches did not occur until the targets were set in February 2025.

The Company issued a total of 332,177 shares during the six months ended June 30, 2025, in connection with the Company’s equity-based plans, which included an aggregate of 274,112 shares issued in connection with the net settlement of RSUs that vested during the prior year (on December 31, 2024) and an aggregate of 36,968 shares subject to awards that vested between 2020 and 2023.

9. Accumulated Other Comprehensive Loss (Income)

The accumulated balances for each classification of comprehensive loss (income) are presented below:

Foreign Currency Translation AdjustmentsUnrecognized Pension Benefit CostsAccumulated Other Comprehensive (Income)
(in millions)
Balance at January 1, 2025$(78.5)$30.2$(48.3)
Change during the period0.4(0.2)0.2
Balance at March 31, 2025(78.1)30.0(48.1)
Change during the period1.5(0.3)1.2
Balance at June 30, 2025$(76.6)$29.7$(46.9)
Foreign Currency Translation AdjustmentsUnrecognized Pension Benefit CostsAccumulated Other Comprehensive (Income)
(in millions)
Balance at January 1, 2024$(78.1)$33.8$(44.3)
Change during the period(0.5)(0.3)(0.8)
Balance at March 31, 2024(78.6)33.5(45.1)
Change during the period0.2(0.3)(0.1)
Balance at June 30, 2024$(78.4)$33.2$(45.2)

10. Net Income (Loss) per Share

Basic income/loss per share (“EPS”) is computed by dividing net income/loss attributable to common stockholders by the weighted-average number of common shares outstanding during the period, excluding the effects of any potentially dilutive securities. Diluted EPS gives effect to all dilutive potential shares of common stock outstanding during the period, including stock options and RSUs, unless the inclusion would be anti-dilutive.

The computation of diluted EPS excludes the common stock equivalents of the following potentially dilutive securities because they were either contingently issuable shares or because their inclusion would be anti-dilutive:

Three Months Ended June 30,Six Months Ended June 30,
2025202420252024
RSUs1,365,058580,3611,365,0581,588,017

The following table reconciles the numerators and denominators of the basic and diluted EPS computations for the three months ended June 30, 2024. There were no reconciling items for the three and six months ended June 30, 2025, or for the six months ended June 30, 2024:

Three months ended June 30, 2024Income (Numerator) (in millions)Shares (Denominator)Per-Share Amount
Basic EPS
Income available to common stockholders$1.428,474,059$0.05
Effect of Dilutive Securities
RSUs—572,222$—
Diluted EPS
Income available to common stockholders$1.429,046,281$0.05

The calculation of Basic EPS includes the effects of 2,166,752 and 1,915,323 shares for the three and six months ended June 30, 2025 and 2024, respectively, with respect to RSU awards that have vested but have not yet been issued.

11. Other Finance Income

Other finance income consisted of the following:

Three Months Ended June 30,Six Months Ended June 30,
2025202420252024
(in millions) · (in millions)
Pension interest cost$(0.9)$(0.9)$(1.8)$(1.8)
Expected return on pension plan assets1.11.02.22.0
Other finance income$0.2$0.1$0.4$0.2

12. Income Taxes

The effective income tax rate for the three months ended June 30, 2025 and 2024 was 795.9% and 34.6%, respectively, resulting in an $8.8 million and a $0.8 million income tax expense, respectively. The effective income tax rate for the six months ended June 30, 2025 and 2024 was(88.6)% and 22.2%, respectively, resulting in a $3.7 million income tax expense and a $1.4 million income tax benefit, respectively.

The effective tax rate reported in any given year will continue to be influenced by a variety of factors, including the level of pre-tax income or loss, the income mix between jurisdictions, and any discrete items that may occur.

In the fourth quarter of 2024, the Company determined that, due to positive income generation in the United Kingdom in recent years leading to a cumulative income position, and based on forecasted future taxable income, while considering expected permanent and temporary timing tax differences, a significant portion of the valuation allowance against its deferred tax assets was no longer necessary. Consistent with the position at December 31, 2024, the company maintains a valuation allowance related to capital loss carryovers in the United Kingdom, state net operating losses unable to be utilized in the United States, and United States interest expected to be limited under Section 163(j).

The One Big Beautiful Bill Act (the “Act”) was signed into law on July 4, 2025. The Act contains significant tax law changes with various effective dates affecting business taxpayers. The Company does not expect that the Act will have a material impact on their overall tax position. The Company will implement the tax law changes in the third quarter of 2025.

13. Related Parties

Macquarie Corporate Holdings Pty Limited (UK Branch) (“Macquarie UK”) (an arranger and lending party under our previous RCF Agreement) is an affiliate of MIHI LLC, which beneficially owned approximately 11.2% of our common stock as of June 30, 2025. Macquarie UK held 11% of the loans outstanding under our previous RCF which was repaid on June 9, 2025 in connection with the entry into the new SFA. Macquarie UK did not hold any of the Company’s outstanding debt as of June 30, 2025 and is not a lending party under the new RCF. At December 31, 2024, Macquarie UK held $2.1 million of the total $18.8 million of previous RCF drawn. Interest expense payable to Macquarie UK for the previous RCF for the three months ended June 30, 2025 and 2024 (including non-utilization fees) amounted to $0.0 million and $0.0 million, respectively, and for the six months ended June 30, 2025 and 2024 (including non-utilization fees) amounted to $0.1 million and $0.1 million, respectively. MIHI LLC is also a party to a stockholders agreement with the Company and other stockholders, dated December 23, 2016, pursuant to which, subject to certain conditions, MIHI LLC, jointly with Hydra Industries Sponsor LLC, are permitted to designate two directors to be nominated for election as directors of the Company at any annual or special meeting of stockholders at which directors are to be elected, until such time as MIHI LLC and Hydra Industries Sponsor LLC in the aggregate hold less than 5% of the outstanding shares of the Company.

Richard Weil, the brother of A. Lorne Weil, our Executive Chairman, provides consulting services to the Company relating to our lottery operations in the Dominican Republic under a consultancy agreement dated December 31, 2021, as amended. The aggregate amount incurred by the Company in consulting fees was $37,500 and $37,500 for the three months ended June 30, 2025 and 2024, respectively, and $75,000 and $75,000 for the six months ended June 30, 2025 and 2024, respectively.

14. Leases

Certain of our arrangements include leases for equipment installed at customer locations. As the lessor, we combine lease and non-lease components for all classes of underlying assets in arrangements that involve operating leases. The single combined component is accounted for under ASC 606,Revenue from Contracts with Customers based on the consideration that the non-lease components are the predominant items in the arrangements. If a component cannot be combined, the consideration is allocated between the lease component and the non-lease component based on relative standalone selling price. The lease component is accounted for under ASC 842,Leasesand the non-lease component is accounted for under ASC 606.

Lease income from operating leases is not material for any of the periods presented. Lease income from sales type leases is as follows:

Three Months Ended June 30,Six Months Ended June 30,
2025202420252024
(in millions) · (in millions)
Interest receivable$0.3$0.1$0.6$0.3
Profit recognized at commencement date of sales type leases1.00.82.11.3
Unvested outstanding$1.3$0.9$2.7$1.6

15. Commitments and Contingencies

Employment Agreements

We are party to employment agreements with our executive officers and other employees of the Company and our subsidiaries which contain, among other terms, provisions relating to severance and notice requirements.

Legal Matters

From time to time, the Company may become involved in lawsuits and legal matters arising in the ordinary course of business. While the Company believes that, currently, it has no such matters that are material, there can be no assurance that existing or new matters arising in the ordinary course of business will not have a material adverse effect on the Company’s business, financial condition or results of operations.

16. Pension Plan

We operate a defined contribution plan in the US, and both defined benefit and defined contribution pension schemes in the UK. The defined contribution scheme assets are held separately from those of the Company in independently administered funds.

Defined Benefit Pension Scheme

The defined benefit scheme has been closed to new entrants since April 1, 1999 and closed to future accruals for services rendered to the Company for the entire financial statement periods presented. The Actuarial Valuation of the scheme as at March 31, 2024, which was finalized in March 2025, determined that the statutory funding objective was not met, i.e., there were insufficient assets to cover the scheme’s technical provisions and there was a funding shortfall.

A recovery plan was put in place in March 2025 to eliminate the funding shortfall. The plan expects the shortfall to be eliminated by October 31, 2026.

The following table presents the components of our net periodic pension cost:

Six Months Ended June 30,
20252024
(in millions)
Components of net periodic pension cost:
Interest cost$1.8$1.8
Expected return on plan assets(2.2)(2.0)
Amortization of net loss0.50.6
Net periodic cost$0.1$0.4

17. Segment Reporting and Geographic Information

Operating segments are identified as components of an enterprise for which separate and discrete financial information is available and is used by the chief operating decision maker, or decision-making group, in making decisions on how to allocate resources and assess performance. The Company’s chief decision-making group consists of the Executive Chairman, the Chief Executive Officer and the Chief Financial Officer.

The Company’s chief decision-making group uses measures of segment profit and loss to evaluate the performance areas of 1) Achievement of revenue and gross margin; 2) Level of staff and non-staff expenses against budget; 3) Investment in capitalized software development; and 4) Additional cash expenditures impacting working capital. The decision-making group uses the information to allocate financial resources and drive operation decisions such as investing in new customers, products, geographies and refocusing commercial teams to drive new sales, accelerating or delaying staffing or other selling, general and administrative expenditures and ensuring technology staff utilization on new product development.

The Company operates its business along four operating segments, which are segregated on the basis of revenue stream: Gaming, Virtual Sports, Interactive and Leisure. The Company believes this method of segment reporting reflects both the way its business segments are managed and the way the performance of each segment is evaluated.

Other segment items consist of costs incurred in restructuring activities.

The following tables present revenue, cost of sales, excluding depreciation and amortization, staff-related selling, general and administrative expenses, non-staff related selling, general and administrative expenses, labor costs capitalized, depreciation and amortization, stock-based compensation expense, acquisition related transaction expenses, other segment items, operating income/(loss), total assets and total capital and other long-lived asset expenditures for the periods ended June 30, 2025 and June 30, 2024, respectively, by business segment. Certain unallocated corporate function costs have not been allocated to the Company’s reportable operating segments because these costs are not allocable and to do so would not be practical. Corporate function costs consist primarily of selling, general and administrative expenses, depreciation and amortization, capital expenditures, right of use assets, cash, prepaid expenses and property and equipment and software development costs relating to corporate/shared functions. All acquisition and integration related transaction expenses are allocated as corporate function costs.

Segment Information

Three Months Ended June 30, 2025

GamingVirtual SportsInteractiveLeisureCorporate FunctionsTotal
(in millions)
Revenue:
Service$21.3$9.2$13.6$29.7$—$73.8
Product sales5.9——0.6—6.5
Total revenue27.29.213.630.3—80.3
Cost of sales, excluding depreciation and amortization:
Cost of service(5.7)(0.7)(0.8)(14.0)—(21.2)
Cost of product sales(3.8)——(0.2)—(4.0)
Staff-related selling, general and administrative expenses(4.1)(2.4)(3.0)(4.6)(4.6)(18.7)
Non-staff related selling, general and administrative expenses(2.7)(0.5)(1.6)(3.8)(3.2)(11.8)
Labor costs capitalized1.91.00.9——3.8
Stock-based compensation expense(0.3)(0.1)(0.2)(0.2)(1.0)(1.8)
Depreciation and amortization(6.8)(1.9)(1.6)(4.1)(0.9)(15.3)
Other segment items(0.4)———(3.0)(3.4)
Segment operating income (loss)5.34.67.33.4(12.7)7.9
Net operating income$7.9
Total capital and other long-lived asset expenditures for the three months ended June 30, 2025$3.5$1.2$0.3$11.3$0.6$16.9

Three Months Ended June 30, 2024

GamingVirtual SportsInteractiveLeisureCorporate FunctionsTotal
(in millions)
Revenue:
Service$17.0$11.7$9.4$26.8$—$64.9
Product sales9.3——0.6—9.9
Total revenue26.311.79.427.4—74.8
Cost of sales, excluding depreciation and amortization:
Cost of service(5.1)(0.1)(0.5)(13.3)—(19.0)
Cost of product sales(5.6)——(0.2)—(5.8)
Staff-related selling, general and administrative expenses(4.5)(2.2)(2.1)(4.2)(3.2)(16.2)
Non-staff related selling, general and administrative expenses(2.4)(0.6)(1.2)(3.8)(3.4)(11.4)
Labor costs capitalized0.80.80.50.2—2.3
Stock-based compensation expense(0.2)(0.1)(0.1)(0.1)(1.1)(1.6)
Depreciation and amortization(3.3)(2.5)(1.2)(3.0)(0.5)(10.5)
Other segment items(0.3)———(3.6)(3.9)
Segment operating income (loss)5.77.04.83.0(11.8)8.7
Net operating income$8.7
Total capital and other long-lived asset expenditures for the three months ended June 30, 2024$2.2$4.8$0.4$2.6$1.2$11.2

Six Months Ended June 30, 2025

GamingVirtual SportsInteractiveLeisureCorporate FunctionsTotal
(in millions)
Revenue:
Service$40.2$17.9$25.7$47.0$—$130.8
Product sales8.7——1.2—9.9
Total revenue48.917.925.748.2—140.7
Cost of sales, excluding depreciation and amortization:
Cost of service(11.1)(1.2)(1.4)(22.5)—(36.2)
Cost of product sales(6.4)——(0.5)—(6.9)
Staff-related selling, general and administrative expenses(7.5)(4.6)(5.4)(8.6)(7.8)(33.9)
Non-staff related selling, general and administrative expenses(5.6)(1.1)(3.6)(7.3)(6.6)(24.2)
Labor costs capitalized3.81.91.50.1—7.3
Stock-based compensation expense(0.5)(0.2)(0.3)(0.3)(1.9)(3.2)
Depreciation and amortization(11.5)(3.2)(2.3)(7.3)(1.6)(25.9)
Other segment items(0.6)———(7.6)(8.2)
Segment operating income (loss)9.59.514.21.8(25.5)9.5
Net operating income$9.5
Total capital and other long-lived asset expenditures for the six months ended June 30, 2025$11.6$1.7$0.8$11.7$1.6$27.4

Six Months Ended June 30, 2024

GamingVirtual SportsInteractiveLeisureCorporate FunctionsTotal
(in millions)
Revenue:
Service$34.7$24.1$17.5$44.8$—$121.1
Product sales14.7——1.2—15.9
Total revenue49.424.117.546.0—137.0
Cost of sales, excluding depreciation and amortization:
Cost of service(10.9)(0.5)(1.1)(22.4)—(34.9)
Cost of product sales(9.9)——(0.4)—(10.3)
Staff-related selling, general and administrative expenses(9.2)(4.5)(4.3)(8.4)(5.9)(32.3)
Non-staff related selling, general and administrative expenses(5.3)(1.3)(2.7)(7.4)(8.4)(25.1)
Labor costs capitalized1.82.21.10.5—5.6
Stock-based compensation expense(0.4)(0.2)(0.2)(0.2)(2.9)(3.9)
Depreciation and amortization(7.4)(3.4)(2.4)(6.0)(1.0)(20.2)
Other segment items(0.3)———(9.0)(9.3)
Segment operating income (loss)7.816.47.91.7(27.2)6.6
Net operating income$6.6
Total capital and other long-lived asset expenditures for the six months ended June 30, 2024$4.2$6.0$0.9$7.5$1.7$20.3

Geographic Information

Geographic information for revenue is set forth below:

Three Months Ended June 30,Six Months Ended June 30,
2025202420252024
(in millions) · (in millions)
Total revenue
UK$57.6$56.0$97.0$102.3
USA3.92.07.83.0
Greece6.24.612.410.7
Rest of world12.612.223.521.0
Total$80.3$74.8$140.7$137.0

UK revenue includes revenue from customers headquartered in the UK, but whose revenue is generated globally.

Geographic information of our non-current assets excluding goodwill is set forth below:

June 30, 2025December 31, 2024
(in millions)
UK$135.3$115.1
Greece23.312.7
Rest of world25.325.6
Total$183.9$153.4

Software development costs are included as attributable to the market in which they are utilized.

18. Customer Concentration

During the three months ended June 30, 2025 and the three months ended June 30, 2024, no customers represented at least 10% of the Company’s revenue.

During the six months ended June 30, 2025, no customer represented at least 10% of the Company’s revenue. During the six months ended June 30, 2024, one customer represented at least 10% of the Company’s revenue, accounting for 10% of the Company’s revenue. This customer was served by the Virtual Sports and Interactive segments.

At June 30, 2025, no customers represented at least 10% of the Company’s accounts receivable. At December 31, 2024, one customer represented at least 10% of the Company’s accounts receivable, accounting for approximately 16% of the Company’s accounts receivable.

19. Revision of Previously Reported Information

In connection with the preparation of the Company’s 2024 Form 10-K, the Company identified immaterial errors in its previously reported financial statements for the periods ended March 31, 2024, June 30, 2024 and September 30, 2024 relating to the classification of leases between operating and sales type.

In accordance with Staff Accounting Bulletin (“SAB”) 99, Materiality, and SAB 108, Considering the Effects of Prior Year Misstatements when Quantifying Misstatements in the Current Year Financial Statements, the Company evaluated the materiality of the errors from qualitative and quantitative perspectives, and concluded that the errors were immaterial to any prior interim financial statements. Notwithstanding this conclusion, management has revised the accompanying consolidated financial statements for the 2024 interim periods included in this Form 10-Q, and related notes included herein to correct the errors. Management also reflected the corrections in the consolidated financial statements for the 2024 year and related notes in the 2024 Form 10-K.

The following tables present the effect of correcting this error on the Company’s previously issued financial statements.

For the 3 months ended June 30, 2024

As previously reportedAdjustmentAs revised
(in millions, except per share data)
Consolidated Statement of Operations
Revenue$75.6$(0.8)$74.8
Depreciation and amortization(10.6)0.1(10.5)
Net operating income9.4(0.7)8.7
Interest expense, net(6.7)0.1(6.6)
Total other expense, net(6.6)0.1(6.5)
Net income before income taxes2.8(0.6)2.2
Net income2.0(0.6)1.4
Comprehensive income2.1(0.6)1.5
Net income per common share – basic0.07(0.02)0.05
Net income per common share - diluted0.07(0.02)0.05

For the 6 months ended June 30, 2024

As previously reportedAdjustmentAs revised
(in millions, except per share data)
Consolidated Statement of Operations
Revenue$138.7$(1.7)$137.0
Depreciation and amortization(20.5)0.3(20.2)
Net operating income8.0(1.4)6.6
Interest expense, net(13.3)0.1(13.2)
Total other expense, net(13.1)0.1(13.0)
Loss before income taxes(5.1)(1.3)(6.4)
Net loss(3.7)(1.3)(5.0)
Comprehensive loss(2.3)(1.8)(4.1)
Net loss per common share – basic(0.13)(0.05)(0.18)
Net loss per common share - diluted(0.13)(0.05)(0.18)
As previously reportedAdjustmentAs revised
(in millions)
Consolidated Statement of Cashflows
Net loss$(3.7)$(1.3)$(5.0)
Depreciation and amortization20.50.320.2
Accounts receivable(1.6)(0.4)(2.0)
Prepaid expenses and other assets5.01.96.9

20. Subsequent Events

The Company evaluates subsequent events and transactions that occur after the balance sheet date up to the date that the financial statements were issued. Based upon this review, the Company did not identify subsequent events that would have required adjustment or disclosure in the consolidated financial statements.

ContentsView on SEC.gov

The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.