# Inspired Entertainment (INSE) 10-K/A SEC filing - FY2025
- Filed: May 22, 2026, 4:16 PM EDT
- Fiscal year: FY2025
- Accession: 0001493152-26-025028
- OpenCapital page: https://www.opencapital.sh/filings/0001493152-26-025028
- Markdown URL: https://www.opencapital.sh/filings/0001493152-26-025028.md
- Official SEC filing index: https://www.sec.gov/Archives/edgar/data/1615063/000149315226025028/0001493152-26-025028-index.htm
## Filing documents
- [10-K/A (form10-ka.htm)](https://www.sec.gov/Archives/edgar/data/1615063/000149315226025028/form10-ka.htm)
---
## 10-K/A
SEC source: [form10-ka.htm](https://www.sec.gov/Archives/edgar/data/1615063/000149315226025028/form10-ka.htm)
**UNITED
STATES**
**SECURITIES
AND EXCHANGE COMMISSION**
**Washington,
D.C. 20549**
**FORM10-K/A**
**(Amendment No.
1)**
(Mark
One)
☒ **ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934**
**For
the fiscal year ended December 31, 2025**
or
☐ **TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934**
**For
the transition period from _____ to _____**
**COMMISSION
FILE NUMBER: 001-36689**
**INSPIRED
ENTERTAINMENT, INC.**
(Exact
name of registrant as specified in its charter)
**Delaware** **47-1025534**
(State or other jurisdiction of
incorporation or organization) (I.R.S. Employer
Identification Number)
**250
West 57th Street, Suite 415**
**New
York, New York 10107**
**(646) 565-3861**
(Address,
including zip code, of principal executive offices
and
telephone number, including area code)
**Securities
registered pursuant to Section 12(b) of the Exchange Act:**
**Title of each class** **Trading Symbol** **Name of each exchange on which registered**
Common Stock, par value $0.0001 per share INSE The Nasdaq Stock Market LLC
**Securities
registered under Section 12(g) of the Exchange Act:** None
Indicate
by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☐ No ☒
Indicate
by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Exchange Act. Yes ☐No ☒
Indicate
by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during
the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject
to such filing requirements for the past 90 days. Yes ☒ No ☐
Indicate
by check mark whether the registrant has submitted electronically every Interactive Date File required to be submitted pursuant to Rule
405 of Regulation S-T (Section 232.405 of the chapter) during the preceding 12 months (or for such shorter period that the registrant
was required to submit such files). Yes ☒ No ☐
Indicate
by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting
company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,”
“smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
Large accelerated filer ☐ Accelerated filer ☒
Non-accelerated filer ☐ Smaller reporting company ☒
Emerging growth company ☐
If
an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying
with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Indicate
by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness
of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered
public accounting firm that prepared or issued its audit report. ☒
If
securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant
included in the filing reflect the correction of an error to previously issued financial statements. ☐
Indicate
by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation
received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b). ☐
Indicate
by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes ☐ No ☒
The
aggregate market value of the registrant’s common stock, other than shares held by persons who may be deemed to be affiliates of
the registrant, computed by reference to the closing sales price for the registrant’s common stock on June 30, 2025, the last business
day of the registrant’s most recently completed second fiscal quarter, as reported on the Nasdaq Capital Market, was approximately
$181.0 million. For the purpose of this disclosure, executive officers, directors and holders of 10% or more of the registrant’s
common stock are considered to be affiliates of the registrant.
As of March 5, 2026, there were 27,059,573 shares of the registrant’s common stock, par value $0.0001 per share,
outstanding.
**DOCUMENTS
INCORPORATED BY REFERENCE**
Portions
of the registrant’s proxy statement relating to the registrant’s 2026 annual meeting of stockholders, filed with the
Securities and Exchange Commission on April 21, 2026 (within 120 days of the conclusion of the registrant’s fiscal year ended
December 31, 2025), are incorporated by reference in Part III of the Annual Report on Form
10-K for the registrant’s fiscal year ended December 31, 2025, as amended by this Amendment No. 1 hereto.
**EXPLANATORY
NOTE**
Inspired Entertainment, Inc. (“Inspired Entertainment” or the “Company”) is filing this Amendment No. 1 on Form 10-K/A (the “Amendment”) to its Annual Report on Form 10-K for the year ended December 31, 2025, originally filed with the Securities and Exchange Commission (the “SEC”) on March 10, 2026 (the “Original Report”). This Amendment is filed solely to correct a clerical error in the CBIZ CPAs P.C. audit opinion over the financial statements included in Item 8 of the Original Report, which incorrectly stated that CBIZ CPAs P.C. did not need to express an opinion over the effectiveness of the Company’s Internal Control Over Financial Reporting (“ICFR”). The correct audit opinion over ICFR was, in fact, properly included in the Original Report as required. Therefore, the audit opinion over the financial statements was updated accordingly (the “Amended Audit Opinion”). This Amendment includes Item 8. “Financial Statements and Supplemental Data” in its entirety and without change from the Original Report, other than the addition of the Amended Audit Opinion as the new page F-2, and the updating of page references.
In
accordance with Rule 12b-15 under the Securities Exchange Act of 1934, as amended, this Amendment also includes currently dated
certifications from the Company’s principal executive officer and principal financial officer, as required by Sections 302 and
906 of the Sarbanes-Oxley Act of 2002. As required by the rules of the SEC, this Amendment sets forth an amended “Item 15.
Exhibits, Financial Statement Schedules” in its entirety, which includes the currently dated certifications of the
Company’s principal executive officer and principal financial officer as Exhibits 31.1, 31.2, 32.1 and 32.2 as well as a
currently dated Exhibits 23.1 and 23.2, the consents of Marcum LLP and CBIZ CPAs P.C., the Company’s prior and current independent registered public accounting firms, respectively, with respect to this Amendment. This Amendment does not
otherwise update any exhibits contained in the Original Filing.
This Amendment does not reflect events occurring after the Original Report and does not modify or update the disclosure therein in any way except as described above. No other changes have been made to the Original Report. Accordingly, this Amendment should be read in conjunction with the Original Filing and with the Company’s filings made with the SEC subsequent to the filing of the Original Filing, as information in such filings may update or supersede certain information contained in this Amendment.
**TABLE
OF CONTENTS**
**Page**
[**PART II**](#ak_001)
## ITEM 8. [Financial Statements and Supplementary Data](#ak_001) F-1
[**PART IV**](#ak_002)
## ITEM 15. [Exhibit and Financial Statement Schedules](#ak_003) 1
[**SIGNATURES**](#ak_004) 5
i
**ITEM
8. Financial Statements and Supplementary Data.**
**INSPIRED
ENTERTAINMENT, INC. AND SUBSIDIARIES**
**INDEX
TO CONSOLIDATED FINANCIAL STATEMENTS**
**AS
OF DECEMBER 31, 2025 AND 2024**
**Page**
[Report of Independent Registered Public Accounting Firm](#SL_001) – CBIZ CPAs P.C. PCAOB ID #199 F-2
[Report of Independent Registered Public Accounting Firm](#a_015) – Marcum LLP. PCAOB ID #688 F-4
[Consolidated Balance Sheets](#a_016) F-5
[Consolidated Statements of Operations and Comprehensive Income (Loss)](#a_017) F-6
[Consolidated Statements of Stockholders’ Deficit](#a_018) F-7
[Consolidated Statements of Cash Flows](#a_019) F-8
[Notes to the Consolidated Financial Statements](#a_020) F-9
F-1
**REPORT OF INDEPENDENT
REGISTERED PUBLIC ACCOUNTING FIRM**
To
the Stockholders and Board of Directors of
Inspired
Entertainment, Inc. and Subsidiaries
**Opinion
on the Financial Statements**
We
have audited the accompanying consolidated balance sheet of Inspired Entertainment, Inc, and Subsidiaries (the “Company”)
as of December 31, 2025, the related consolidated statements of operations and comprehensive (loss) income, stockholders’ deficit
and cash flows for the year ended December 31, 2025, and the related notes (collectively referred to as the “financial statements”).
In our opinion, based on our audit, the financial statements present fairly, in all material respects, the financial position of the
Company as of December 31, 2025, and the results of its operations and its cash flows for the year ended December 31, 2025, in conformity
with accounting principles generally accepted in the United States of America.
We
also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (“PCAOB”),
the Company’s internal control over financial reporting as of December 31, 2025, based on the criteria established in Internal
Control – Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) in 2013 and
our report dated March 10, 2026*,* expressed an adverse opinion on the effectiveness of the Company’s internal control over
financial reporting because of the existence of material weaknesses.
**Basis
for Opinion**
These
financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s
financial statements based on our audit. We are a public accounting firm registered with the PCAOB and are required to be independent
with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities
and Exchange Commission and the PCAOB.
We
conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. Our audit
included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud,
and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts
and disclosures in the financial statements. Our audit also included evaluating the accounting principles used and significant estimates
made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audit provides a
reasonable basis for our opinion.
**Critical
Audit Matters**
The
critical audit matters communicated below are matters arising from the current period audit of the financial statements that were communicated
or required to be communicated to the audit committee and that: (1) relate to accounts or disclosures that are material to the financial
statements and (2) involved our especially challenging, subjective, or complex judgments. The communication of critical audit matters
does not alter in any way our opinion on the financial statements, taken as a whole, and we are not, by communicating the critical audit
matters below, providing separate opinions on the critical audit matters or on the accounts or disclosures to which they relate.
***Revenue
Recognition***
As
described in Note 1 of the consolidated financial statements, the Company’s revenues are generated through four segments (Gaming,
Virtual, Interactive, and Leisure). Each of the four segments provides different offerings to their customers. Examples include: (a)
Gaming revenue includes delivery of gaming terminals preloaded with proprietary gaming software, server-based content, as well as services
such as terminal repairs, maintenance, software updates and upgrades, and content development; (b) Virtual revenue includes packaged
products and services in either an on-premise solution or a hosted solution; (c) Interactive revenue is generated from various game content
made available via third party aggregation platforms integrated with the Company’s remote gaming server or direct to operators
on the Company’s remote gaming servers platform, and services such as customer support, platform maintenance, updates and upgrades;
and (d) Leisure revenue is generated by supplying and operating gaming terminals and amusement machines within arcades, motorway service
areas, and pubs, providing managed service solutions. The Company recognized revenue of $304.1 million for the year ended December 31,
2025.
Most
of the Company’s revenue contracts with customers include multiple promises, the nature of which can vary for each segment and
contract. The Company is required to identify whether a performance obligation is a promise within a contract to transfer a distinct
good or service, or a series of distinct goods and services, to a customer. The evaluation of whether promises are both capable of being
distinct in the context of a contract (and thus constitute performance obligations) can require significant judgment and could change
the amount of revenue recognized in a given period.
F-2
We
identified auditing the Company’s identification of the performance obligations as a critical audit matter because there is significant
judgment exercised by management when evaluating their customer contracts, which may include several promised goods and services, as
well as identifying the correct transaction price, all of which will impact the amount of revenue recognized in a given period. This
required a high degree of auditor judgment in performing procedures and evaluating audit evidence.
The
primary audit procedures we performed to address this critical audit matter included:
- We obtained an understanding of management’s process for customer contracts in accordance with the applicable accounting standards.
- We evaluated the terms and considerations of the customer contracts on a sample basis.
- We identified the promised goods and services within the customer contracts to ensure that these promised goods and services were consistent with the standard offering by the Company.
- We assessed the transaction price per contract to ensure the pricing structure was consistent with all other contracts.
- We tested certain contracts to ensure the lease and non-lease components of the contract are recognized under the applicable accounting standards.
***Software
development costs***
As
described in Note 1 to the consolidated financial statements, the Company develops software for internal use and capitalizes the software
development costs incurred during the application development stage. Costs are capitalized when preliminary development efforts are successfully
completed, management has authorized and committed project funding, and it is probable that the project will be completed and the software
will be used as intended. The Company will stop capitalizing these costs when the software is substantially complete and ready for its
intended use, including the completion of all significant testing. Costs are amortized on a straight-line basis over the estimated useful
life of the related asset, generally estimated to be two to five years.
Additionally,
the Company develops software for external use and capitalizes the software development costs incurred once technological feasibility
has been reached. Technological feasibility is achieved when the entity has completed all planning, designing, coding, and testing activities
that are necessary to establish that the product can be produced to meet its design specifications including functions, features, and
technical performance requirements. The Company will stop capitalizing these costs on the date that the software is available for general
release to the customers. Costs are amortized on a straight-line basis over the estimated useful life of the related asset, generally
estimated to be two to five years.
The
Company capitalized $12.1 million of software development costs, with the majority of the costs being employee wages and the remaining
as external vendor costs, during the year ended December 31, 2025. Total capitalized software development costs are $22.7 million as
of December 31, 2025.
We
identified software development costs as a critical audit matter because of the judgment exercised by management in determining whether
costs incurred on software development projects have met the capitalization criteria, which in turn, required a higher degree of auditor
judgment in performing procedures and evaluating audit evidence.
The
primary audit procedures we performed to address this critical audit matter include:
- We obtained an understanding of management’s process for evaluating software development costs and the nature of software development costs capitalized.
- We inspected underlying documentation for a sample of projects to evaluate whether the costs were capitalizable under the applicable accounting standards.
- We tested individual payroll-related costs, on a sample basis, and assessed whether such costs were properly capitalized based upon the nature and stage of work performed and whether the requisite capitalization criteria were met.
- We conducted corroborative interviews with Company personnel involved in software development regarding the nature and functionality of costs incurred related to capitalized software projects.
/s/ CBIZ CPAs P.C.
CBIZ
CPAs P.C.
We
have served as the Company’s auditor since 2016 (such date takes into account the acquisition of the attest business of Marcum
LLP by CBIZ CPAs P.C. effective November 1, 2024).
New
York, NY
March
10, 2026
F-3
**REPORT
OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM**
To
the Shareholders and Board of Directors of
Inspired
Entertainment, Inc. and Subsidiaries
**Opinion
on the Financial Statements**
We
have audited the accompanying consolidated balance sheets of Inspired Entertainment, Inc. and Subsidiaries (the “Company”)
as of December 31, 2024, the related consolidated statements of operations and comprehensive income (loss), stockholders’ deficit
and cash flows for the year ended December 31, 2024, and the related notes (collectively referred to as the “financial statements”).
In our opinion, based on our audit results, the financial statements present fairly, in all material respects, the financial position
of the Company as of December 31, 2024, and the results of its operations and its cash flows for the year ended December 31, 2024, in
conformity with accounting principles generally accepted in the United States of America.
**Basis
for Opinion**
These
financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s
financial statements based on our audit. We are a public accounting firm registered with the Public Company Accounting Oversight Board
(United States) (“PCAOB”) and are required to be independent with respect to the Company in accordance with the U.S. federal
securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We
conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. Our audit
included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud,
and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts
and disclosures in the financial statements. Our audit also included evaluating the accounting principles used and significant estimates
made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a
reasonable basis for our opinion.
/s/ Marcum LLP
Marcum
LLP
We
have served as the Company’s auditor from 2016 through 2025.
New
York, NY
March
26, 2025
F-4
**INSPIRED ENTERTAINMENT, INC. AND SUBSIDIARIES**
### CONSOLIDATED BALANCE SHEETS
_(in millions, except share data)_
| Line item | December 31, 2025 | December 31, 2024 |
| --- | --- | --- |
| Assets | | |
| Current assets | | |
| Cash | $42.0 | $29.3 |
| Restricted cash | 1.3 | — |
| Accounts receivable, net | 43.9 | 65.4 |
| Inventory | 18.5 | 28.0 |
| Prepaid expenses and other current assets | 46.8 | 36.0 |
| Corporate tax and other current taxes receivable | 5.5 | 1.2 |
| Total current assets | 158.0 | 159.9 |
| Property and equipment, net | 60.5 | 56.4 |
| Software development costs, net | 22.7 | 22.4 |
| Other acquired intangible assets subject to amortization, net | 14.0 | 16.1 |
| Goodwill | 62.1 | 57.8 |
| Finance lease right of use asset | 21.7 | 18.7 |
| Operating lease right of use asset | 7.8 | 16.2 |
| Costs of obtaining and fulfilling customer contracts, net | 12.1 | 11.0 |
| Deferred tax | 65.3 | 67.4 |
| Other assets | 15.7 | 12.5 |
| Total assets | $439.9 | $438.4 |
| Liabilities and Stockholders’ Deficit | | |
| Current liabilities | | |
| Accounts payable and accrued expenses | $42.7 | $53.7 |
| Corporate tax and other current taxes payable | 9.1 | 12.3 |
| Deferred revenue, current | 7.1 | 5.8 |
| Operating lease liabilities | 2.9 | 5.1 |
| Current portion of long-term debt | — | 18.8 |
| Current portion of finance lease liabilities | 4.3 | 4.4 |
| Other current liabilities | 4.7 | 3.9 |
| Total current liabilities | 70.8 | 104.0 |
| Long-term debt | 345.2 | 292.2 |
| Finance lease liabilities, net of current portion | 13.8 | 18.6 |
| Deferred revenue, net of current portion | 19.1 | 12.8 |
| Operating lease liabilities | 6.1 | 11.7 |
| Other long-term liabilities | 1.1 | 2.4 |
| Total liabilities | 456.1 | 441.7 |
| Commitments and contingencies | — | — |
| Stockholders’ deficit | | |
| Preferred stock; $0.0001 par value; 1,000,000 shares authorized, no shares issued and outstanding at December 31, 2025 and December 31, 2024, respectively | — | — |
| Common stock; $0.0001 par value; 49,000,000 shares authorized; 26,873,509 shares and 26,581,972 shares issued and outstanding at December 31, 2025 and December 31, 2024, respectively | — | — |
| Additional paid in capital | 394.9 | 389.9 |
| Accumulated other comprehensive income | 47.8 | 48.3 |
| Accumulated deficit | (458.9) | (441.5) |
| Total stockholders’ deficit | (16.2) | (3.3) |
| Total liabilities and stockholders’ deficit | $439.9 | $438.4 |
*The
accompanying notes are an integral part of these consolidated financial statements.*
F-5
**INSPIRED ENTERTAINMENT, INC. AND SUBSIDIARIES**
### CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE (LOSS) INCOME
_(in millions, except share and per share data)_
| Line item | Year Ended December 31, 2025 | Year Ended December 31, 2024 |
| --- | --- | --- |
| Revenue: | | |
| Service | $278.6 | $258.6 |
| Product sales | 25.5 | 38.5 |
| Total revenue | 304.1 | 297.1 |
| Cost of sales, excluding depreciation and amortization: | | |
| Cost of service (1) | (70.2) | (70.3) |
| Cost of product sales (1) | (16.3) | (22.0) |
| Cost of sales | (16.3) | (22.0) |
| Selling, general and administrative expenses | (128.1) | (130.8) |
| Depreciation and amortization | (52.4) | (43.3) |
| Loss on sale of business | (6.6) | — |
| Net operating income | 30.5 | 30.7 |
| Other expense | | |
| Interest expense, net | (37.3) | (29.4) |
| Other finance income | 0.9 | 0.5 |
| Total other expense, net | (36.4) | (28.9) |
| Net (loss) income before income taxes | (5.9) | 1.8 |
| Income tax (expense) benefit | (11.1) | 63.0 |
| Net (loss) income | (17.0) | 64.8 |
| Other comprehensive (loss) income: | | |
| Foreign currency translation (loss) gain | (0.7) | 1.4 |
| Deferred tax on foreign currency translation (loss) gain | 0.1 | (1.0) |
| Change in fair value of hedging instrument | (0.5) | — |
| Reclassification of gain on hedging instrument to comprehensive income | (0.1) | — |
| Deferred tax on movement in hedging instrument | 0.1 | — |
| Actuarial gains on pension plan | 0.8 | 4.7 |
| Deferred tax on actuarial gains on pension plan | (0.2) | (1.1) |
| Other comprehensive (loss) income | (0.5) | 4.0 |
| Comprehensive (loss) income | $(17.5) | $68.8 |
| Net (loss) income per common share – basic | $(0.58) | $2.27 |
| Net (loss) income per common share - diluted | $(0.58) | $2.22 |
| Weighted average number of shares outstanding during the year – basic | 29,060,055 | 28,521,027 |
| Weighted average number of shares outstanding during the year - diluted | 29,060,055 | 29,199,375 |
| Supplemental disclosure of stock-based compensation expense | | |
| Stock-based compensation included in: | | |
| Selling, general and administrative expenses | $(6.7) | $(7.6) |
(1) Excluding depreciation and amortization
*The
accompanying notes are an integral part of these consolidated financial statements.*
F-6
**INSPIRED ENTERTAINMENT, INC. AND SUBSIDIARIES**
### CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ DEFICIT
_(in millions, except share data)_
| Line item | Shares / Common stock | Amount / Common stock | capital / Additional paid in | income / Accumulated other comprehensive | deficit / Accumulated | deficit / Total stockholders’ |
| --- | --- | --- | --- | --- | --- | --- |
| Balance as of January 1, 2024 | 26,219,021 | — | $386.1 | $44.3 | $(506.3) | $(75.9) |
| Foreign currency translation adjustments | — | — | — | 1.4 | — | 1.4 |
| Deferred tax on foreign currency translation adjustments | — | — | — | (1.0) | — | (1.0) |
| Actuarial gains on pension plan | — | — | — | 4.7 | — | 4.7 |
| Deferred tax on actuarial gains on pension plan | — | — | — | (1.1) | — | (1.1) |
| Issuances under stock plans | 362,951 | — | (3.0) | — | — | (3.0) |
| Stock-based compensation expense | — | — | 6.8 | — | — | 6.8 |
| Net income | — | — | — | — | 64.8 | 64.8 |
| Balance as of December 31, 2024 | 26,581,972 | — | 389.9 | 48.3 | (441.5) | (3.3) |
| Balance | 26,581,972 | — | 389.9 | 48.3 | (441.5) | (3.3) |
| Foreign currency translation adjustments | — | — | — | (0.7) | — | (0.7) |
| Deferred tax on foreign currency translation adjustments | — | — | — | 0.1 | — | 0.1 |
| Change in fair value of hedging instrument | — | — | — | (0.5) | — | (0.5) |
| Reclassification of gain on hedging instrument to comprehensive income | — | — | — | (0.1) | — | (0.1) |
| Deferred tax on movement in hedging instrument | — | — | — | 0.1 | — | 0.1 |
| Actuarial gains on pension plan | — | — | — | 0.8 | — | 0.8 |
| Deferred tax on actuarial gains on pension plan | — | — | — | (0.2) | — | (0.2) |
| Issuances under stock plans | 348,141 | — | (1.3) | — | — | (1.3) |
| Repurchase of common stock | (56,604) | — | — | — | (0.4) | (0.4) |
| Stock-based compensation expense | — | — | 6.3 | — | — | 6.3 |
| Net loss | — | — | — | — | (17.0) | (17.0) |
| Balance as of December 31, 2025 | 26,873,509 | — | $394.9 | $47.8 | $(458.9) | $(16.2) |
| Balance | 26,873,509 | — | $394.9 | $47.8 | $(458.9) | $(16.2) |
*The
accompanying notes are an integral part of these consolidated financial statements.*
F-7
**INSPIRED ENTERTAINMENT, INC. AND SUBSIDIARIES**
### CONSOLIDATED STATEMENTS OF CASH FLOWS
_(in millions)_
| Line item | Year Ended December 31, 2025 | Year Ended December 31, 2024 |
| --- | --- | --- |
| Cash flows from operating activities: | | |
| Net (loss) income | $(17.0) | $64.8 |
| Adjustments to reconcile net loss to net cash provided by operating activities: | | |
| Depreciation and amortization | 46.5 | 43.3 |
| Amortization of finance lease right of use asset | 5.9 | — |
| Amortization of operating lease right of use asset | 4.7 | 4.4 |
| Loss on sale of business | 6.6 | — |
| Stock-based compensation expense | 6.7 | 7.6 |
| Amortization of deferred financing fees relating to senior debt | 3.0 | 1.1 |
| Deferred tax | 2.9 | (69.4) |
| Changes in assets and liabilities: | | |
| Accounts receivable | 24.2 | (22.8) |
| Inventory | 7.3 | 3.8 |
| Prepaid expenses and other assets | (18.0) | 5.8 |
| Corporate tax and other current taxes payable | (8.9) | 1.1 |
| Accounts payable and accrued expenses | (10.7) | (10.6) |
| Deferred revenue and customer prepayment | 6.7 | 7.2 |
| Operating lease liabilities | (4.1) | (4.0) |
| Pension contributions | (1.2) | (1.5) |
| Other long-term liabilities | (2.6) | 0.9 |
| Net cash provided by operating activities | 52.0 | 31.7 |
| Cash flows from investing activities: | | |
| Purchases of property and equipment | (35.7) | (17.0) |
| Purchases of capital software and internally developed costs | (9.9) | (11.8) |
| Net cash on sale of business | 18.1 | — |
| Contract cost expenditures | (13.0) | (11.3) |
| Net cash used in investing activities | (40.5) | (40.1) |
| Cash flows from financing activities: | | |
| Proceeds from long-term debt | 365.7 | — |
| Repayments of long-term debt and short-term debt | (338.6) | — |
| Debt fees incurred | (18.8) | — |
| Repurchase of common stock | (0.4) | — |
| Repayments of finance leases | (7.9) | (1.6) |
| Net cash provided by (used in) financing activities | — | (1.6) |
| Effect of exchange rate changes on cash | 2.5 | (0.7) |
| Net increase (decrease) in cash | 14.0 | (10.7) |
| Cash, beginning of period | 29.3 | 40.0 |
| Cash and restricted cash, end of period | $43.3 | $29.3 |
| Components of cash and restricted cash | | |
| Cash | 42.0 | 29.3 |
| Restricted cash | 1.3 | — |
| Total cash and restricted cash, end of period | $43.3 | $29.3 |
| Supplemental cash flow disclosures | | |
| Cash paid during the period for interest | $36.6 | $26.6 |
| Cash paid during the period for operating leases | $7.5 | $9.2 |
| Supplemental disclosure of noncash investing and financing activities | | |
| Right of use property and equipment acquired through finance lease | $11.1 | $21.9 |
| Lease liabilities arising from obtaining finance lease right of use assets | $(1.3) | $(18.7) |
| Lease liabilities arising from obtaining operating lease right of use assets | $(1.1) | $(6.5) |
| Additional paid in capital from net settlement of RSUs | $(1.3) | $(3.0) |
*The
accompanying notes are an integral part of these consolidated financial statements.*
F-8
**INSPIRED
ENTERTAINMENT, INC. AND SUBSIDIARIES**
### **NOTES TO CONSOLIDATED FINANCIAL STATEMENTS**
**AS
OF AND FOR THE YEARS ENDED DECEMBER 31, 2025 AND 2024**
**1.Nature of Operations, Management’s Plans and Summary of Significant Accounting Policies**
***Company
Description and Nature of Operations***
Inspired Entertainment, Inc. (the “Company”, “Inspired”,
“we” or “us”) is a global gaming technology company, supplying content, platform and other products and services
to licensed online and land-based lottery, betting and gaming operators worldwide through a broad range of distribution channels, on a
business-to-business basis. We provide end-to-end digital gaming solutions (i) on our own proprietary and secure network, which accommodates
a wide range of devices, including land-based gaming machine terminals, mobile devices and online computer applications and (ii) through
third party networks. Our content and other products can be found through the consumer-facing portals of our customers operating digital
channels, on aggregator platforms, and in licensed betting offices, adult gaming centers, pubs, bingo halls and motorway service areas
for our customers operating land-based venues.
***Management
Liquidity Plans***
As
of December 31, 2025, the Company’s cash on hand, excluding restricted cash, was $42.0 million, and the Company had working capital
in addition to cash and unrestricted cash of $43.9 million. The Company recorded a net loss of $17.0 million and net income of $64.8 million for the years ended December 31, 2025 and December 31, 2024, respectively. Net loss/income includes non-cash stock-based compensation
of $6.7 million and $7.6 million for the years ended December 31, 2025 and December 31, 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 $52.0 million and $31.7 million for the years ended December 31, 2025 and December 31, 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 March 2027.
F-9
**INSPIRED
ENTERTAINMENT, INC. AND SUBSIDIARIES**
**NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS**
**AS
OF AND FOR THE YEARS ENDED DECEMBER 31, 2025 AND 2024**
***Basis
of Presentation***
The
accompanying consolidated financial statements of the Company have been prepared in accordance with accounting principles generally accepted
in the U.S. (“U.S. GAAP”).
***Principles
of Consolidation***
All
monetary values set forth in these consolidated financial statements are in U.S. Dollars (“USD”) unless otherwise stated
herein. The accompanying consolidated financial statements include the results of the Company and its wholly owned subsidiaries. All
intercompany balances and transactions have been eliminated in consolidation.
***Foreign
Currency Translation***
For
most of our operations, the British pound (“GBP”) is our functional currency. Our reporting currency is the USD. We also
have operations where the local currency is the functional currency, including our operations in mainland Europe and North America. Assets
and liabilities of foreign operations are translated at period-end rates of exchange, equity is translated at historical rates of exchange
and results of operations are translated at the average rates of exchange for the period. Gains or losses resulting from translating
the foreign currency financial statements are recorded as a separate component of accumulated other comprehensive income in stockholders’
deficit. Gains or losses resulting from foreign currency transactions are included in Selling, general and administrative expenses and
Interest expense, net in the Consolidated Statement of Operations and Comprehensive Income (Loss). Aggregate foreign currency losses
included in net income amounted to $0.1 million and $2.4 million for the years ended December 31, 2025 and December 31, 2024, respectively.
***Use
of Estimates***
The
preparation of consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and judgments that
affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the consolidated
financial statements and the reported amounts of revenue and expenses during the reporting period. On an ongoing basis, management evaluates
these estimates, including those related to the revenue recognition for contracts involving software and non-software elements, allowance
for credit losses, inventory reserve for net realizable value, currency swaps, goodwill and intangible assets, useful lives of long-lived
assets, stock-based compensation, valuation allowances on deferred taxes, pension liability, commitments and contingencies and litigation,
among others. Management bases its estimates on historical experience and on various other assumptions that are believed to be reasonable
under the circumstances. We regularly evaluate these significant factors and make adjustments when facts and circumstances dictate. Actual
results may differ from these estimates.
F-10
**INSPIRED
ENTERTAINMENT, INC. AND SUBSIDIARIES**
**NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS**
**AS
OF AND FOR THE YEARS ENDED DECEMBER 31, 2025 AND 2024**
***Cash
and Restricted Cash***
We
deposit cash with financial institutions that management believes are of high credit quality. Substantially all of the Company’s
cash is held outside of the U.S.
Restricted
cash consists of escrowed funds from the sale of UK holiday parks business and certain associated leisure assets. The funds are
restricted for a period of 12 months from the sale completion date and therefore not available for general corporate purposes until
November 2026. In the absence of any claims against the standard warranties provided as part of merger & acquisition
transactions, the restriction is time-based only and will lapse automatically upon expiration of the escrow period.
***Accounts
Receivable***
Accounts
receivable are recorded at the invoiced amount and do not bear interest. Our standard credit terms are net 30 to 60 days.
Expected
credit losses are estimated using the Aging Schedule method and are determined on the basis of the amount of time that a receivable has
remained outstanding.
In
estimating expected credit losses, management considers all available relevant information, including details about past events, current
conditions, asset-specific risk characteristics and reasonable and supportable forecasts.
Historical
credit loss data is utilized as the basis of the estimation. This is then adjusted to take account of conditions that may have existed
within the historical data which now differ from current expectations, and to recognize differences in asset-specific risk characteristics.
When assessing conditions over the contractual life of the asset, management will utilize historical credit loss experience for the period
beyond which it is possible to make reasonable and supportable forecasts.
Trade
receivables are pooled by segment and the probability of default of each pool is assessed and evaluated.
Account
balances are charged against the allowance after all collection efforts have been exhausted and the potential for recovery is considered
remote.
Under
certain contracts, the timing of our invoices does not coincide with revenue recognized under the contract. We have unbilled accounts
receivable which represent revenue recorded in excess of amounts invoiced under the contract and generally become billable at contractually
specified dates. These amounts consist primarily of revenue from our share of net winnings earned on a daily basis where the billing
period does not fall on the last day of the period. We had $30.2 million and $26.0 million of unbilled accounts receivable as of December
31, 2025 and December 31, 2024, respectively.
***Inventories***
Inventories
consist primarily of gaming terminals and related parts and other component parts. Inventories are stated at the lower of cost or net realizable value, using the first-in-first-out method. We determine the lower of
cost or net realizable value of our inventory based on estimates of potentially excess and obsolete inventories after considering
historical and forecasted demand and average selling prices. Demand for gaming terminals and parts inventory is also subject to
technological obsolescence. Cost includes all direct costs and an appropriate proportion of fixed and variable overheads.
***Property
and Equipment***
Property
and equipment are recorded at cost, and when placed into service, depreciated and amortized to their residual values using the straight-line
method over the estimated useful lives of the related assets as follows:
Schedule
of Property and Equipment Estimated Useful Lives
| Leasehold property | Shorter of the useful life or the life of the lease |
| --- | --- |
| Gaming and amusement terminals | 2 – 7 years |
| Plant and machinery and fixtures and fittings | 3 – 10 years |
| Computer equipment | 3 – 10 years |
Our
policy is to periodically review the estimated useful lives of our fixed assets. We also assess the recoverability of long-lived assets
(or asset groups) whenever events or changes in circumstances indicate that the carrying amount of such an asset (or asset groups) may
not be recoverable.
Where
operating leases include an obligation for repairs and dilapidations costs associated with the retirement of the right-of-use asset,
amounts are capitalized at the point at which a liability for an asset retirement obligation is recognized.
Repairs
and maintenance costs are expensed as incurred. Upon retirement or sale, the cost of assets disposed and the related accumulated depreciation
are written off and any resulting gain or loss is credited or charged to income.
F-11
**INSPIRED
ENTERTAINMENT, INC. AND SUBSIDIARIES**
**NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS**
**AS
OF AND FOR THE YEARS ENDED DECEMBER 31, 2025 AND 2024**
***Software
Development and Research and Development Costs***
Research
and development costs, which primarily consist of employee compensation costs and exclude costs relating to non-project time, leave and
absence, are expensed as incurred, except for software product development costs that are eligible for capitalization, as described below.
Total research and development costs amounted to $19.4 million and $22.7 million in the years ended December 31, 2025 and 2024, respectively.
Research and development costs amounting to $8.4 million and $7.8 million were capitalized during the years ended December 31, 2025 and
2024, respectively. In addition, amounts relating to Costs of obtaining and fulfilling customer contracts, net, of $5.5 million and $4.2 million were capitalized during the years ended December 31, 2025 and 2024, respectively. We expensed $5.5 million and $10.7 million
during the years ended December 31, 2025 and 2024, respectively as they related to maintenance, research or support costs. Employee related
costs associated with these activities are included in Selling, general and administrative expenses in the Consolidated Statement of
Operations and Comprehensive Income (Loss).
We
capitalize certain eligible costs incurred to develop internal-use software as well as external use software to be used in the products
we sell, lease or market to customers. We account for costs incurred to develop internal use software, including software developed to
deliver our cloud-based offerings to customers, in accordance with Accounting Standards Codification (“ASC”) 350-40, Internal
Use Software. Consequently, certain direct costs incurred during the application development stages are capitalized while all other related
costs are expensed as incurred. Once the software is substantially complete and ready for its intended use, we amortize the capitalized
internal use software costs over their estimated economic useful life, which ranges from two to five years. Amortization of such costs
is included in Depreciation and amortization in the Consolidated Statement of Operations and Comprehensive Income (Loss).
We
purchase, license and incur costs to develop external use software to be used in the products we sell, lease or license to customers.
Such costs are capitalized under ASC 985-20, Costs of Software to Be Sold, Leased, or Marketed. Costs incurred in developing such software
are expensed when incurred as research and development costs until technological feasibility has been established, after which costs
are capitalized up to the date the software is available for general release to customers. We capitalize the payments made for software
that we purchase or license for use in our products that have previously met the technological feasibility criteria prior to our purchase
or license. Once available for general release, capitalized external use software development costs are amortized over the estimated
economic life, which ranges from two to four years. Amortization of such costs is included in Depreciation and amortization in the Consolidated
Statement of Operations and Comprehensive Income (Loss).
***Goodwill
and Other Acquired Intangible Assets***
Our
principal acquired intangible assets relate to goodwill, trademarks, customer relationships and intellectual property licenses. Goodwill
represents the excess purchase price over the fair value of the identifiable net assets acquired in a business combination. Trademarks
and customer relationships were originally recorded at their fair values in connection with business combinations. Intellectual property
licenses are recorded at cost related to specific contracts.
Goodwill
and other intangible assets with indefinite useful lives are not amortized, but instead are tested for impairment at least annually.
Intangible assets with finite lives are amortized on a straight-line basis over eighteen months to thirteen years to their estimated
residual values and reviewed for impairment. Factors considered when assigning useful lives include legal, regulatory and contractual
provisions, product obsolescence, demand, competition and other economic factors.
***Impairment
of Goodwill and Long-Lived Assets***
We
test for goodwill impairment at least annually as of December 1, and whenever other facts and circumstances indicate that the carrying
value may not be recoverable. For goodwill impairment evaluations, we first make a qualitative assessment to determine if goodwill is
may be impaired. If it is more-likely-than-not that a reporting unit’s fair value is less than its carrying value, we then compare
the fair value of the reporting unit to its respective carrying amount. Goodwill is carried, and therefore tested, at the reporting unit
level. As of December 31, 2025 we have five reporting units, Virtual Sports, Interactive, Leisure, and two reporting units within our
Gaming segment. If the fair value of the reporting unit is less than its carrying amount, the amount of the impairment loss, if any,
will be measured by comparing the implied fair value of goodwill to its carrying amount and would be charged to operations as an impairment
loss.
As
of December 1, 2025 we determined that it was more-likely-than-not that the fair value of the Virtual Sports reporting unit was less
than its carrying value. We carried out a quantitative goodwill impairment analysis and determined that the fair value of the Virtual
Sports reporting unit exceeded its carrying value, including goodwill. As a result, it was concluded that there was no impairment of
the Virtual Sports goodwill. It was not considered to be more-likely-than-not that the fair value of all other reporting units was less
than their carrying values as of December 1, 2025.
As
of December 31, 2025 and 2024 management determined there were no indicators of impairment and concluded that no impairment was required
at any of these dates.
We
assess the recoverability of long-lived assets and intangible assets with finite useful lives whenever events arise or circumstances
change that indicate the carrying amount of an asset may not be recoverable. Recoverability of long-lived assets (or asset groups) to
be held and used is measured by a comparison of the carrying amount of the asset (or asset group) to the expected net future undiscounted
cash flows to be generated by that asset (or asset group) or, for identifiable intangibles with finite useful lives, by determining whether
the amortization of the intangible asset balance over its remaining life can be recovered through expected net future undiscounted cash
flows. The amount of impairment of other long-lived assets and intangible assets with finite lives is measured by the amount by which
the carrying amount of the asset exceeds the fair market value of the asset. As of December 31, 2025 and 2024 management determined there
were no indicators of impairment and concluded that no impairment was required at any of these dates. Refer to Note 8, “Intangible
Assets and Goodwill” for more information.
F-12
**INSPIRED
ENTERTAINMENT, INC. AND SUBSIDIARIES**
**NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS**
**AS
OF AND FOR THE YEARS ENDED DECEMBER 31, 2025 AND 2024**
***Deferred
Revenue and Deferred Cost of Sales***
Deferred
revenue arises from the timing differences between the shipment or installation of gaming terminals and systems products and the satisfaction
of all revenue recognition criteria consistent with our revenue recognition policy, as well as prepayment of contracts which are recognized
ratably over a service period, such as maintenance or licensing fees. Deferred cost of sales, recorded as prepaid expenses and other
assets, consists of the direct costs associated with the manufacture of gaming equipment and systems products for which revenue has been
deferred. Amounts expected to be recognized as revenue within the 12 months following the balance sheet date are classified as deferred
revenue in current liabilities. Amounts not expected to be recognized as revenue within the 12 months following the balance sheet date
are classified as deferred revenue, net of current portion.
***Debt
Issuance Costs***
Debt
issuance costs incurred in connection with the Company’s debt are capitalized and amortized as interest expense over the term of
the related debt. The Company presents debt issuance costs as a reduction from the carrying amount of debt. Only costs that are wholly
attributable to obtaining the related debt finance are treated as debt issuance costs. Any other costs are expensed to the Consolidated
Statement of Operations and Comprehensive Income (Loss) as part of Acquisition and integration related transaction expenses.
***Indirect
Taxes***
The
Company is subject to indirect taxes in some locations. The amount of indirect tax liability is determined by applying the applicable
tax rate to the invoiced amount of goods and services sold less indirect tax paid on purchases made with the relevant supporting invoices.
Indirect tax is collected from customers by the Company on behalf of the tax authorities and is therefore not charged to the Consolidated
Statement of Operations and Comprehensive Income (Loss).
***Derivative
Financial Instruments and Hedging Activities***
The
Company reviews any freestanding derivative financial instruments at each balance sheet date and classifies them on the consolidated
balance sheet as:
a) Equity if they (i) require physical settlement (full or net-share settlement), or (ii) gives the Company a choice of net-cash settlement or physical settlement in its own shares (full or net shares), or
b) Assets or liabilities if they (i) require net-cash settlement (including a requirement to net cash settle the contract if an event occurs and if that event is outside the Company’s control), or (ii) give the counterparty a choice of net-cash settlement or settlement in shares (full physical settlement or net-share settlement).
F-13
**INSPIRED
ENTERTAINMENT, INC. AND SUBSIDIARIES**
**NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS**
**AS
OF AND FOR THE YEARS ENDED DECEMBER 31, 2025 AND 2024**
At
each reporting date, the Company determines whether a change in classification between assets and liabilities is required.
FASB
ASC 815, *Derivatives and Hedging* (“ASC 815”), provides the disclosure requirements for derivatives and hedging activities
with the intent to provide users of financial statements with an enhanced understanding of: (a) how and why an entity uses derivative
instruments, (b) how the entity accounts for derivative instruments and related hedged items, and (c) how derivative instruments and
related hedged items affect an entity’s financial position, financial performance, and cash flows. Further, qualitative disclosures
are required that explain the Company’s objectives and strategies for using derivatives, as well as quantitative disclosures about
the fair value of and gains and losses on derivative instruments, and disclosures about credit-risk-related contingent features in derivative
instruments.
As
required by ASC 815, the Company records all derivatives on the balance sheet at fair value, with assets and liabilities presented on
a gross basis with the exception of where they are with the same counterparty in which case they are offset and presented on a net basis.
The accounting for changes in the fair value of derivatives depends on the intended use of the derivative, whether the Company has elected
to designate a derivative in a hedging relationship and apply hedge accounting and whether the hedging relationship has satisfied the
criteria necessary to apply hedge accounting. Derivatives designated and qualifying as a hedge of the exposure to changes in the fair
value of an asset, liability, or firm commitment attributable to a particular risk, such as interest rate risk, are considered fair value
hedges. Derivatives designated and qualifying as a hedge of the exposure to variability in expected future cash flows, or other types
of forecasted transactions, are considered cash flow hedges. Derivatives may also be designated as hedges of the foreign currency exposure
of a net investment in a foreign operation. Hedge accounting generally provides for the matching of the timing of gain or loss recognition
on the hedging instrument with the recognition of the changes in the fair value of the hedged asset or liability that are attributable
to the hedged risk in a fair value hedge or the earnings effect of the hedged forecasted transactions in a cash flow hedge. The Company
may enter into derivative contracts that are intended to economically hedge certain of its risk, even though hedge accounting does not
apply or the Company elects not to apply hedge accounting.
In
accordance with the FASB’s fair value measurement guidance in ASU 2011-04, the Company made an accounting policy election to measure
the credit risk of its derivative financial instruments that are subject to master netting agreements on a net basis by counterparty
portfolio.
Details of the Company’s interest rate swap are given in note
14.
From
time to time we enter into foreign currency forward contracts to mitigate the risk associated with cash payments required to be made
in non-functional currencies or to mitigate the risk associated with cash to be received in non-functional currencies. At December 31,
2025, there are no foreign currency forward contracts in place.
***Revenue
Recognition***
The
Company evaluates the recognition of revenue and rental income based on the criteria set forth in ASC 606 or ASC 842, as appropriate.
Revenue is recognized net of rebates and discounts when control of the promised goods or services is transferred to customers, in an
amount that reflects the consideration the Company expects to be entitled to in exchange for those goods or services.
Under
ASC 606, a performance obligation is a promise within a contract to transfer a distinct good or service, or a series of distinct goods
and services, to a customer. Revenue is recognized when performance obligations are satisfied, and the customer obtains control of promised
goods or services. The amount of revenue recognized reflects the consideration to which the Company expects to be entitled to receive
in exchange for goods or services. Under the standard, a contract’s transaction price is allocated to each distinct performance
obligation. To determine revenue recognition for arrangements that the Company determines are within the scope of ASC 606, the Company
performs the following five steps:
1. identify the contracts with a customer;
2. identify the performance obligations within the contract, including whether they are distinct in the context of the contract and capable of being distinct;
F-14
**INSPIRED
ENTERTAINMENT, INC. AND SUBSIDIARIES**
**NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS**
**AS
OF AND FOR THE YEARS ENDED DECEMBER 31, 2025 AND 2024**
| 3. | determine the transaction price; |
| --- | --- |
| 4. | allocate the transaction price to the performance obligations in the contract; and |
| 5. | recognize revenue when, or as, the Company satisfies each performance obligation. |
**Step
1 – Identify the contract**
The
Company identifies contracts with its customers when all parties have approved the contract and are committed to perform their respective
obligations, when each party’s rights and the payment terms regarding the goods or services to be transferred can be identified.
The contract must also have commercial substance, and it must be probable that the Company will collect the consideration to which it
will be entitled.
Contracts
entered into at or near the same time with the same customer or related parties of the customer are accounted for as one contract if
any of the following criteria are met:
a. Contracts were negotiated as a single commercial package (including whether a contract would be loss-making without taking into account the consideration received under another contract)
b. Consideration in one contract depends on the other contract
c. Goods or services (or some of the goods or services) are a single performance obligation.
**Step
2 – Identify performance obligations**
Performance
obligations are identified by considering whether a good or service is distinct. The Company considers a good or service to be distinct
only when the customer can benefit from it either on its own or together with other resources that are readily available, and when the
promise to transfer the good or service to the customer is separately identifiable from other promises in the contract.
The
Company applies the series guidance to its performance obligations where the following criteria apply:
a. Each distinct good or service in the series meets the criteria to be a performance obligation satisfied over time.
b. The same method would be used to measure progress toward complete satisfaction of the performance obligation to transfer each distinct good or service in the series to the customer.
**Step
3 – Determine the transaction price**
The
Company considers all amounts to which it has rights in exchange for the goods or services transferred in determining the transaction
price. This includes fixed and variable consideration. If the consideration promised by a customer includes a variable amount, we estimate
the amount to which we expect to be entitled using either the expected value or most likely amount method.
In
the case where the variable consideration is in the form of usage based fees, the Company evaluates the royalties to determine whether
they qualify for the sales and usage-based royalty exception, as discussed under Step 5.
The
Company also considers the impact of any liquidated damages clauses or service level agreements that could result in credits or refunds
to the client or incentive payments/bonuses from the customer upon achieving certain agreed-upon metrics. Incentive payments are accounted
for as variable considerations when the likely amount of revenue to be recognized can be estimated to the extent that it is probable
that a significant reversal of any incremental revenue will not occur. Additionally, customers with volume discounts in contracts with
functional IP are not considered to have material rights as royalty revenue is recognized when usage occurs.
Where
variable considerations relate to a performance obligation determined to be a series, variable consideration is not estimated upfront
in accordance with the exception allowed by ASC 606.
The
Company’s contracts with customers generally do not include non-cash consideration.
In
determining the transaction price, the Company adjusts the promised amount of consideration for the effects of the time value of money
if the payment terms are not standard and the timing of payments agreed to by the parties to the contract provide the customer or the
Company with a significant benefit of financing, in which case the contract contains a significant financing component. In accordance
with the practical expedient in ASC 606-10-32-18, the Company elected to not assess the existence of a significant financing component
when the difference between payment and transfer of deliverables is a year or less. Invoices are generally issued as control transfers
and/or as services are rendered. Our standard payment terms dictate that payment is due upon receipt of invoice, payable within 30 to
60 days.
Sales
taxes and all other items of a similar nature are excluded from the measurement of the transaction price and shipping and handling activities
are treated as a fulfillment of our promise to transfer the goods, hence, included in cost of sales.
F-15
**INSPIRED
ENTERTAINMENT, INC. AND SUBSIDIARIES**
**NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS**
**AS
OF AND FOR THE YEARS ENDED DECEMBER 31, 2025 AND 2024**
**Step
4 – Allocate the transaction price**
The
Company allocates the contract’s transaction price to each performance obligation based on the relative standalone selling prices
of the goods or services being provided. Where a contract includes multiple performance obligations, the Company determines the standalone
selling price at contract inception of the distinct good or service underlying each performance obligation in the contract and allocates
the transaction price in proportion to those standalone selling prices. Where possible, the Company uses the price charged for the good
or service to other customers in similar circumstances as evidence of a standalone selling price. Where this is not possible, the standalone
selling price is estimated by experienced management using the best available judgement considering multiple factors including, but not
limited to, overall market conditions, including geographic or regional specific factors, competitive positioning, competitor actions,
internal costs, profit objectives, and pricing practices.
With
respect to performance obligations that are considered to be a series, where appropriate and where the required criteria are met, variable
consideration is allocated entirely to a distinct good or service that is part of a series.
**Step
5 – Recognize revenue**
The
Company recognizes revenue over time for performance obligations that meet one of the following criteria:
a. The customer simultaneously receives and consumes the benefits provided by the Company’s performance as the Company performs.
b. The Company’s performance creates or enhances an asset that the customer controls as the asset is created or enhanced.
c. The Company’s performance does not create an asset with an alternative use to the Company, and the Company has an enforceable right to payment for performance completed to date.
Revenue
for the Company’s remaining performance obligations that do not meet one of the above criteria is recognized at the point at which
the customer obtains control of the good or service.
The
Company assesses usage-based royalties it receives as consideration in contracts that predominantly relate to licenses of its intellectual
property to determine if such royalties constitute a sales- or usage-based royalty, according to ASC 606-10-55-65, in which case the
usage-based royalties are recognized as revenue when the usage occurs, and is reported by the licensee.
**Acting
as a Principal or an Agent**
The
Company evaluates arrangements where we may be acting as either principal or agent. We may include: subcontractor services, third-party
vendor services, products or Machine Gaming Duty in certain arrangements. In these arrangements, revenue from sales are recorded gross
when we are the principal for the transaction and net of our costs when we are acting as an agent between the customer and the vendor.
To determine whether we are principal or agent, we consider whether we obtain control of the services or products before they are transferred
to the customer. In making this evaluation, several factors are considered, most notably whether we have primary responsibility for fulfillment
to the end customer, as well as inventory risk and pricing discretion.
**Segment
Revenue**
The
Company has detailed evaluation of segment specific revenue recognition requirements under ASC 606 or ASC 842, as appropriate.
**Gaming
Revenue**
Gaming
contracts typically include multiple performance obligations such as 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. Consideration with respect to these performance obligations typically takes the form of a
fixed price per terminal billed upfront and a usage based fee in the form of percentage of net winnings, billed in arrears (usually monthly).
Transaction
price is allocated to all performance obligations within a contract on the basis of their standalone selling prices. Terminal revenue
is recognized at the point in time in accordance with contractual terms of each arrangement, but predominantly upon transfer of physical
possession of the terminal or the lapse of customer acceptance provisions. Services such as terminal repairs, maintenance, software updates
and upgrades and content development are considered stand-ready obligations; therefore, control transfers and revenue is recognized over
time over the term of the service period. As the license of our intellectual property is the predominant item to which the royalty relates,
revenue is recognized in the period the sale or usage occurs and is reported by the licensee.
The
Company also enters into arrangements that provide the customer with the right to use the terminals, wherein the Company operates as
both a lessor and a content and service provider. ASC 842 provides a practical expedient that permits lessors to aggregate non-lease
components (server-based content, terminal repairs, maintenance, software updates and upgrades and content development) and the associated
lease components (terminals) if certain conditions are met and account for the combined unit of accounting under either ASC 606 or ASC
842, based on the predominant characteristic in the arrangement. In contracts where we provide content and services that are identified
as non-lease components as well as underlying assets that are identified as lease components and the lease is an operating lease, the
content and service provided to the customer represents the most critical element of the arrangement. The Company has elected to combine
the non-lease component and the lease component and account for the entire arrangement under ASC 606 based on the consideration that
the content and service offering is the predominant and critical element of the contract.
F-16
**INSPIRED
ENTERTAINMENT, INC. AND SUBSIDIARIES**
**NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS**
**AS
OF AND FOR THE YEARS ENDED DECEMBER 31, 2025 AND 2024**
**Virtual
Sports Revenue**
In
Virtual Sports, the Company packages products and services in two ways:
- An on-premise solution which consists of a complex software and networking package delivered to retail betting outlets that may install and run the solution in their own environment without connection to Inspired’s platform; and
- A hosted solution capable of fulfilling the product delivery needs of the Company’s customers which includes the proprietary Virtual Plug and Play end to end online and mobile turnkey solutions and a cloud-based solution that requires an XML sportsbook integration that is fully hosted and operated by Inspired.
For
the on-premise solution, contracts typically include multiple performance obligations such as delivery of the software license, games
and the content in addition to certain services such as software maintenance, support, updates, upgrades on a when-and-if available
basis and content development. Consideration with respect to these performance obligations is a royalty that typically takes the form
of a percentage of net winnings billed in arrears (usually monthly). As the license of intellectual property is the predominant item
to which the royalty relates, the sales- and usage-based royalty is recognized in the period the sale or usage occurs and is reported
by the licensee. Services such as software maintenance, support, updates, upgrades on a when-and-if available basis and content development
are considered stand-ready obligations; therefore, control transfers and revenue is recognized over time over the term of the service
period.
Occasionally,
customer arrangements also may include licenses for which the Company bills an upfront fixed fee. Revenue from such licenses is recognized
at the point in time the customer obtains the right to use the license. Upfront fees are normally billed upon signing of the relevant
agreement, and become due and payable at set times thereafter.
The
Company also enters into arrangements to develop bespoke games on a fixed fee basis. The license to bespoke games is recognized at a
point in time the customer obtains the right to use the license or when acceptance is obtained, in instances where acceptance is required.
The Company has no ongoing service obligations subsequent to customer acceptance of the bespoke game, and they meet the criteria to be
considered distinct. Payment for bespoke games is typically due within a number of days after delivery.
For
the hosted solution, the Company provides daily access to the gaming platform as well as a stand ready obligation to deliver customer
support, platform maintenance, updates and upgrades. Such arrangements are accounted for as a single performance obligation composed
of a series of distinct services that are substantially the same and have the same pattern of transfer (i.e., distinct days of service).
Consideration with respect to these arrangements typically takes the form of usage based fees (percentage of net winnings) which is recognized
as usage is incurred. These fees are billed in arrears (usually monthly) and due typically 30 days from the date of the invoice.
**Interactive
Revenue**
Interactive
revenue is generated from various games content made available via third party aggregation platforms integrated with Inspired’s
remote gaming server or direct to operators on the Company’s remote gaming servers platform, and services such as customer support,
platform maintenance, updates and upgrades. The Company provides daily access to these platforms as well as a stand ready obligation
to deliver customer support, platform maintenance, updates and upgrades, as such arrangements are accounted for as a single performance
obligation composed of a series of distinct services that are substantially the same and have the same pattern of transfer (i.e., distinct
days of service). When required, revenue is estimated based upon the prior period averages. Consideration with respect to these performance
obligations typically takes the form of usage based fees (percentage of net win) which is recognized as usage is incurred. These fees
are billed in arrears (usually monthly) and due typically 30 days from the date of the invoice. Revenue from aggregators who function
as an agent is recognized on a net basis while revenue from operators where the Company is the principal is recognized on a gross basis.
**Leisure
Revenue**
Up
to November 6, 2025 and the sale of our UK holiday parks business and certain associated leisure assets, the Company jointly
operated arcades within holiday resorts with the resort owners. The Company also wholly operates a number of gaming arcades within
certain motorway service stations. The Leisure segment contract typically includes one stand-ready performance obligation to provide
managed services to pubs, holiday resorts and amusement arcades, both standalone and within motorway service stations. Subsequent to
the sale of our UK holiday parks business and certain associated leisure assets, this reduced to only pubs, bingo and motorway
service stations. Managed service is an end-to-end management solution to provide a comprehensive range of gaming machine terminals,
amusement machine terminals, and service of operating amusements over a term, as well as service obligations related to terminal
repairs, content and maintenance, cash collections, personnel and other services. Consideration with respect to these performance
obligations typically takes the form of usage-based fees (percentage of net win) which is recognized as usage is incurred, with
adjustments to account for the movement of income uncollected in the specific period. These fees are billed in arrears (usually
monthly) and due typically 30 days from the date of the invoice.
The
Company also provides terminal maintenance and spares management services to third parties, including customers. Consideration with respect
to this stand-ready performance obligation takes the form of either variable fees based on number of machines being serviced during a
period or fixed fees per time period. These fees are billed in arrears and typically settled within 30 days. Revenue is recognized over
time over the term of the service period.
**Costs
to Obtain or Fulfill a Contract**
The
Company capitalizes certain contract acquisition costs that are incremental to obtaining a contract with a customer, to the extent that
such costs are recoverable from the associated contract margin. Capitalized contract acquisition costs primarily consist of certain sales
commissions programs paid to internal sales personnel and external advisors.
The
Company also capitalizes certain costs to fulfill a contract with a customer when the costs relate directly to the contract, are expected
to generate resources that will be used to satisfy a future performance obligation under the contract and are expected to be recovered
through revenue generated under the contract. These costs primarily consist of employee-related costs for time incurred on software development
projects associated with customer contracts.
Capitalized
contract acquisition costs and costs to fulfill a contract are amortized on a systematic basis over the expected period of benefit which
ranges from 0 to 4 years based on the contract term and pattern of transfer of the underlying goods and/or services being provided to
the customer.
Capitalized
costs to obtain and fulfill contracts with customers are included in Costs of obtaining and fulfilling customer contracts, net, in the
Consolidated Balance Sheets and amortization of such costs is included in Depreciation and amortization in the Consolidated Statement
of Operations and Comprehensive Income (Loss).
F-17
**INSPIRED
ENTERTAINMENT, INC. AND SUBSIDIARIES**
**NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS**
**AS
OF AND FOR THE YEARS ENDED DECEMBER 31, 2025 AND 2024**
**Disaggregation
of revenue**
Information
on disaggregation of revenue is included in Note 27, “Segment Reporting and Geographic Information.”
***Shipping
and Handling Costs***
Shipping
and handling costs for products sales and terminals related to subscription services are included in cost of sales for all periods presented.
***Share-Based
Payment Arrangements***
The
Company accounts for stock-based compensation in accordance with ASC 718, “Compensation - Stock Compensation” (“ASC
718”). ASC 718 requires generally that all equity awards be accounted for at their “fair value.” This fair value is
measured on the grant date for stock-settled awards. Fair value is equal to the underlying value of the stock for “full-value”
awards such as restricted stock units that have time and performance vesting conditions, restricted stock units that have market conditions
are valued using a Monte Carlo simulation model.
The
Company has elected to recognize stock-based compensation cost using the graded vesting attribution method for each separately vesting
tranche of the award from the grant date to the date that each tranche vests over the requisite service period for the restricted stock
units. The Company accounts for forfeitures as they occur. For awards that vest over time, previously recognized compensation cost is
reversed if the service or performance conditions are not satisfied and the award is forfeited.
Subsequent
modifications to outstanding awards result in incremental cost if the fair value is increased as a result of the modification. The incremental
cost is charged over the estimated service derived period.
***Income
Taxes***
Income
taxes are accounted for under the asset and liability method. Our provision for income taxes is principally based on current period income
(loss), changes in deferred tax assets and liabilities and changes in estimates with regard to uncertain tax positions. We estimate current
tax expense and assess temporary differences resulting from differing treatments of items for tax and accounting purposes using enacted
tax rates in effect for each taxing jurisdiction in which we operate for the period in which those temporary differences are expected
to be recovered or settled. These differences result in deferred tax assets and liabilities. Our total deferred tax assets are principally
comprised of depreciation and net operating loss carry forwards.
Significant
management judgment is required to assess the likelihood that deferred tax assets will be recovered from future taxable income. In assessing
the realizability of these deferred tax assets, management considers whether it is more likely than not that some portion or all of the
deferred tax assets will be realized. Management makes this assessment on a jurisdiction by jurisdiction basis considering the historical
trend of taxable losses, projected future taxable income and the reversal of deferred tax liabilities.
We
evaluate income tax uncertainties, assess the probability of the ultimate settlement with the applicable taxing authority and records
an amount based on that assessment. Interest and penalties, if any, associated with uncertain tax positions are included in income tax
expense.
***Comprehensive
(Loss) Income***
We
include and separately classify in comprehensive (loss) income unrealized gains and losses arising from foreign currency translation
adjustments and from hedging instruments, gains or losses associated with pension or other post-retirement benefits, prior service costs
or credits associated with pension or other post-retirement benefits and transition assets or obligations associated with pension or
other post-retirement benefits.
F-18
**INSPIRED
ENTERTAINMENT, INC. AND SUBSIDIARIES**
**NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS**
**AS
OF AND FOR THE YEARS ENDED DECEMBER 31, 2025 AND 2024**
***Leases***
We
determine if an arrangement is a lease at inception of the arrangement. Once it is determined that an arrangement is, or contains, a
lease, that determination should only be reassessed if the legal arrangement is modified. Changes to assumptions such as market-based
factors do not trigger a reassessment. Determining whether a contract contains a lease requires judgement. In general, arrangements are
considered to be a lease when all of the following apply:
- it conveys the right to control the use of an identified asset for a period of time in exchange for consideration;
- we have substantially all economic benefits from the use of the asset; and
- we can direct the use of the identified asset.
The
terms of a lease arrangement determine how a lease is classified and the resulting income statement recognition. When the terms of a
lease effectively transfer control of the underlying asset, the lease represents an in substance financed purchase (sale) of an asset
and the lease is classified as a finance lease by the lessee and a sales-type lease by the lessor. When a lease does not effectively
transfer control of the underlying asset to the lessee, but the lessor obtains a guarantee for the value of the asset from a third party,
the lessor would classify a lease as a direct financing lease. All other leases are classified as operating leases.
Where
a lease contains more than one component, the consideration in the contract is allocated on a relative standalone price basis to the
separate lease components and the non-lease components.
*Leases
– the Company as lessee*
Lease
assets and lease liabilities are recognized based on the present value of the future minimum lease payments over the lease term at commencement
date. As our leases do not provide an implicit rate, we use our incremental borrowing rate based on the information available on the
date that we adopted Topic 842, or the commencement date, if later, in determining the present value of future payments. The lease ROU
asset includes any lease payment made and initial direct costs incurred. Our operating lease terms may include options to extend or terminate
the lease which are included in the measurement of the ROU assets and lease liabilities when it is reasonably certain that we will exercise
that option.
F-19
**INSPIRED
ENTERTAINMENT, INC. AND SUBSIDIARIES**
**NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS**
**AS
OF AND FOR THE YEARS ENDED DECEMBER 31, 2025 AND 2024**
The
lease expense for minimum operating lease payments is recognized on a straight-line basis over the lease term. Finance lease assets are
amortized straight-line over their useful life where the lease transfers ownership of the underlying asset, or to the earlier of the
end of the useful life of the asset and the end of the lease term where ownership is not transferred. Interest on finance leases is recognized
as the amount that results in a constant periodic discount rate on the remaining balance of the liability.
We
have operating lease agreements with lease and non-lease components. The Company did not make the election to treat the lease and non-lease
components as a single component and considers the non-lease components as a separate unit of account.
The
Company has elected not to apply the recognition requirements of ASC 842 to short-term operating leases. We recognize the lease payments
for short-term leases on a straight-line basis over the lease term and variable lease payments in the period in which the obligation
for those payments is incurred.
*Leases
– the Company as lessor*
The
Company’s lease arrangements are a mixture of sales-type leases and operating leases.
Sales-type
lease receivables are recognized based on the net investment in the lease, at the present value of future minimum lease payments receivable
over the lease term, plus any guaranteed residual value of the underlying asset, at the commencement date.
The
discount rate used in determining the present value of the future minimum lease payments is the rate implicit in the lease. This is calculated
using the fair value of the underlying asset and the present value of any unguaranteed residual value.
The
underlying asset is derecognized at the point of inception and a selling profit is recognized at lease commencement. Subsequent interest
income is recognized over the term of the lease, at an amount that produces a constant periodic discount rate on the remaining balance
of the net investment in the lease.
For
operating leases, we continue to recognize the underlying asset. Lease income is recognized on a straight-line basis over the lease term.
F-20
**INSPIRED
ENTERTAINMENT, INC. AND SUBSIDIARIES**
**NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS**
**AS
OF AND FOR THE YEARS ENDED DECEMBER 31, 2025 AND 2024**
***Recently
Issued Accounting Standards***
In
October 2023, the FASB issued ASU No. 2023-06, “Disclosure Improvements – Codification Amendments in Response to the SEC’s
Disclosure Update and Simplification Initiative” (“ASU 2023-06”). ASU 2023-06 modifies the disclosure or presentation
requirements of a variety of Topics in the Codification. Certain of the amendments represent clarifications to or technical corrections
of the current requirements. The guidance will be effective on the date on which the SEC’s removal of that related disclosure from
Regulation S-X or Regulation S-K becomes effective, with early adoption prohibited. If by June 30, 2027, the SEC has not removed the
applicable requirement from Regulation S-X or Regulation S-K, the pending content of the related amendment will be removed from the Codification
and will not become effective. The amendments in the Update should be applied prospectively. The adoption of ASU 2023-06 is not expected
to have a material impact on the Company’s financial statement presentation or disclosures.
In
November 2024, the FASB issued ASU No. 2024-03, “Income Statement—Reporting Comprehensive Income—Expense Disaggregation
Disclosures (Subtopic 220-40): Disaggregation of income statement expenses” (“ASU 2024-03”). The amendments in ASU
2024-03 require disclosure, in the notes to financial statements, of specified information about certain costs and expenses. The amendments
require that at each interim and annual reporting period an entity: 1) Disclose the amounts of (a) purchases of inventory, (b) employee
compensation, (c) depreciation, (d) intangible asset amortization, and (e) depreciation, depletion, and amortization recognized as part
of oil and gas-producing activities (DD&A) (or other amounts of depletion expense) included in each relevant expense caption. A relevant
expense caption is an expense caption presented on the face of the income statement within continuing operations that contains any of
the expense categories listed in (a)–(e). 2) Include certain amounts that are already required to be disclosed under current generally
accepted accounting principles (GAAP) in the same disclosure as the other disaggregation requirements. 3) Disclose a qualitative description
of the amounts remaining in relevant expense captions that are not separately disaggregated quantitatively. 4) Disclose the total amount
of selling expenses and, in annual reporting periods, an entity’s definition of selling expenses. The guidance will be effective
for annual reporting periods beginning after December 15, 2026, and interim reporting periods beginning after December 15, 2027. Early
adoption is permitted. We are still evaluating the effect of this guidance.
In
July 2025, the FASB issued ASU No. 2025-05, “Credit Losses (Topic 326) Measurement of Credit Losses for Accounts Receivable and
Contract Assets” (“ASU 2025-05”). ASU 2025-05 provides (1) all entities with a practical expedient and (2) entities
other than public business entities with an accounting policy election when estimating expected credit losses for current accounts receivable
and current contract assets arising from transactions accounted for under Topic 606, as follows:
1. Practical expedient. In developing reasonable and supportable forecasts as part of estimating expected credit losses, all entities may elect a practical expedient that assumes that current conditions as of the balance sheet date do not change for the remaining life of the asset.
2. Accounting policy election. An entity other than a public business entity that elects the practical expedient is permitted to make an accounting policy election to consider collection activity after the balance sheet date when estimating expected credit losses.
The
guidance should be adopted prospectively and will be effective for annual reporting periods beginning after December 15, 2025, and interim
reporting periods within those annual reporting periods. We will be adopting the practical expedient as of January 1, 2026, and the adoption
of ASU 2025-05 is not expected to have a material impact on the Company’s financial statement presentation or disclosures.
In
September 2025, the FASB issued ASU No. 2025-06, “Intangibles—Goodwill and Other—Internal-Use Software (Subtopic 350-40):
Targeted Improvements to the Accounting for Internal-Use Software” (“ASU 2025-06”). ASU 2025-06 changes the cost capitalization
threshold by:
1. eliminating accounting consideration of software project development stages; cost capitalization would begin when (1) management has authorized and committed to funding the project and (2) it is ‘probable’ the project will be completed and the software used to perform its intended function (the ‘probable-to-complete’ threshold); and
2. enhancing the guidance around the ‘probable-to-complete’ threshold (given its new prominence) and providing new examples in Subtopic 350-40 to illustrate its application.
F-21
**INSPIRED
ENTERTAINMENT, INC. AND SUBSIDIARIES**
**NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS**
**AS
OF AND FOR THE YEARS ENDED DECEMBER 31, 2025 AND 2024**
ASU
2025-06 also modifies the website development costs guidance by eliminating Subtopic 350-50 and relocating any remaining relevant guidance
into Subtopic 350-40 and adding a new example. The guidance can be adopted retrospectively, prospectively or on a modified prospective
basis and will be effective for annual reporting periods beginning after December 15, 2027, and interim reporting periods within those
annual reporting periods. We are still evaluating the effect of this guidance.
In
November 2025, the FASB issued ASU No. 2025-09, “Hedge Accounting Improvements” (“ASU 2025-09”). Consistent with
the original objective of Update 2017-12, the objective of ASU 2025-09 is to more closely align hedge accounting with the economics of
an entity’s risk management activities. Five issues are addressed in ASU 2025-09 and are intended to better reflect those strategies
in financial reporting by enabling entities to achieve and maintain hedge accounting for highly effective economic hedges of forecasted
transactions. The five issues are as follows:
| 1. | Similar Risk Assessment for Cash Flow Hedges |
| --- | --- |
| 2. | Hedging Forecasted Interest Payments on Choose-Your-Rate Debt Instruments |
| 3. | Cash Flow Hedges of Nonfinancial Forecasted Transactions |
| 4. | Net Written Options as Hedging Instruments |
| 5. | Foreign-Currency-Denominated Debt Instrument as Hedging Instrument and Hedged Item (Dual Hedge) |
ASU
2025-09 applies to any entity that elects to apply hedge accounting in accordance with Topic 815 and is effective for annual periods
beginning after December 15, 2026 and for interim reporting periods within those annual reporting periods. We are still evaluating the
effect of this guidance, however, the adoption of ASU 2025-09 is not expected to have a material impact on the Company’s financial
statement presentation or disclosures.
In
December 2025, the FASB issued ASU No. 2025-11, “Interim Reporting (Topic 270): Narrow-Scope Improvements” (“ASU 2025-11”).
The amendments in ASU 2025-11 clarify interim disclosure requirements and the applicability of Topic 270. The amendments result in a
comprehensive list of interim disclosures that are required by GAAP. In developing the list of disclosures required by other Topics,
the FASB focused on identifying the interim disclosures that are currently required under GAAP. The objective of the amendments is to
provide clarity about the current requirements, rather than evaluate whether to expand or reduce interim disclosure requirements. The
amendments also include a disclosure principle that requires entities to disclose events since the end of the last annual reporting period
that have a material impact on the entity. The intent of the disclosure principle, which is modeled after a previous SEC disclosure requirement,
is to help entities determine whether disclosures not specified in Topic 270 should be provided in interim reporting periods. The amendments
also clarify the applicability of Topic 270, the types of interim reporting, and the form and content of interim financial statements
in accordance with GAAP. The FASB expects that these clarifications will enhance consistency in interim reporting for all entities. The
amendments are effective for public business entities for interim reporting periods within annual reporting periods beginning after December
15, 2027, and can be applied either prospectively or retrospectively to any or all prior periods presented in the financial statements.
The adoption of ASU 2025-11 is not expected to have a material impact on the Company’s financial statement presentation or disclosures.
In
December 2025, the FASB issued ASU No. 2025-12, “Accounting Standards Update Codification Improvements” (“ASU 2025-12”).
The FASB has a standing project to address suggestions received from stakeholders on the Accounting Standards Codification and to make
other incremental improvements to generally accepted accounting principles. This evergreen project facilitates Codification updates for
a broad range of Topics arising from technical corrections, unintended application of the Codification, clarifications, and other minor
improvements. The resulting amendments are collectively referred to as Codification improvements. The FASB decided that the types of
issues that it will consider through this project are improvements that are not expected to have a significant effect on current accounting
practice or result in significant costs to most entities. Thirty-three issues are addressed in ASU 2025-12 and represent changes to the
Codification that (1) clarify, (2) correct errors, or (3) make minor improvements. The amendments make the Codification easier to understand
and apply. Generally, the amendments in ASU 2025-12 are not intended to result in significant changes for most entities. The amendments
are effective for all entities for annual reporting periods beginning after December 15, 2026, and interim reporting periods within those
annual reporting periods. The adoption of ASU 2025-12 is not expected to have a material impact on the Company’s financial statement
presentation or disclosures.
F-22
**INSPIRED
ENTERTAINMENT, INC. AND SUBSIDIARIES**
**NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS**
**AS
OF AND FOR THE YEARS ENDED DECEMBER 31, 2025 AND 2024**
***Newly
Adopted Accounting Standards***
In
December 2023, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Updates (“ASU”) No.
2023-09, “Income Taxes (Topic 740): Improvements to Income Tax Disclosures”. The amendments in the ASU enhance income tax
disclosures, primarily through standardization, disaggregation of rate reconciliation categories, and income taxes paid by jurisdiction.
ASU 2023-09 is effective for fiscal years beginning after December 15, 2024, with early adoption allowed. We adopted this guidance prospectively
as of January 1, 2025, and included the necessary disclosures in this Form 10-K.
On
January 1, 2025, the Company adopted ASU No. 2024-02, “Codification Improvements—Amendments to Remove References to the Concepts
Statements” (“ASU 2024-02”). This Update contains amendments to the Codification that remove references to various
FASB Concepts Statements. In most instances, the references are extraneous and not required to understand or apply the guidance. In other
instances, the references were used in prior Statements to provide guidance in certain topical areas. The adoption of ASU 2024-02 did
not have a material impact on the Company’s financial statement presentation or disclosures.
**2.Acquisitions and Disposals**
On
November 7, 2025, the Company completed the sale of its UK holiday parks business and certain associated leisure assets to an
unconnected third party, recognizing a loss of $6.6 million.
The
Company will provide ongoing gaming content and platform services on a recurring revenue basis with respect to the disposed business,
in line with its ordinary course of business. The Company will also provide support for ongoing IT and finance activities of the disposed
business for a period of up to 12 months post completion, chargeable on an arms-length basis.
**3.Accounts Receivable**
Accounts
receivable consist of the following:
Schedule
of Accounts Receivable
_(in millions)_
| Line item | December 31, 2025 | December 31, 2024 |
| --- | --- | --- |
| Trade receivables | $39.0 | $61.5 |
| Less: long-term receivable recorded in other assets | (0.6) | (0.9) |
| Finance lease receivables | 6.7 | 5.8 |
| Allowance for credit losses | (1.2) | (1.0) |
| Total accounts receivable, net | $43.9 | $65.4 |
Changes
in the allowance for credit losses are as follows:
Schedule
of Changes in Allowance for Credit Losses
_(in millions)_
| Line item | December 31, 2025 | December 31, 2024 |
| --- | --- | --- |
| Beginning balance | $(1.0) | $(1.1) |
| Additional allowance for credit losses on contracts with customers | (0.3) | (0.1) |
| Write offs | 0.1 | 0.2 |
| Ending balance | $(1.2) | $(1.0) |
**4.Inventory**
Inventory
consists of the following:
Schedule
of Inventory
_(in millions)_
| Line item | December 31, 2025 | December 31, 2024 |
| --- | --- | --- |
| Component parts | $10.0 | $12.3 |
| Work in progress | 0.1 | 0.5 |
| Finished goods | 8.4 | 15.2 |
| Total inventory | $18.5 | $28.0 |
Component
parts include parts for gaming terminals. Included in inventory are reserves for excess and slow-moving inventory of $2.5 million and
$1.9 million as of December 31, 2025 and 2024, respectively. Our finished goods inventory primarily consists of gaming terminals which
are ready for sale.
F-23
**INSPIRED
ENTERTAINMENT, INC. AND SUBSIDIARIES**
**NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS**
**AS
OF AND FOR THE YEARS ENDED DECEMBER 31, 2025 AND 2024**
**5.Prepaid Expenses and Other Assets**
Prepaid
expenses and other assets consist of the following:
Schedule
of Prepaid Expenses and Other Assets
_(in millions)_
| Line item | December 31, 2025 | December 31, 2024 |
| --- | --- | --- |
| Prepaid expenses and other assets | $16.6 | $10.0 |
| Unbilled accounts receivable | 30.2 | 26.0 |
| Total prepaid expenses and other assets | $46.8 | $36.0 |
**6.Property and Equipment, net**
Schedule
of Property and Equipment
_(in millions)_
| Line item | December 31, 2025 | December 31, 2024 |
| --- | --- | --- |
| Short-term leasehold property | $3.8 | $3.8 |
| Gaming and amusement terminals | 170.6 | 188.4 |
| Computer equipment | 20.0 | 12.8 |
| Plant and machinery | 3.7 | 4.2 |
| Property and equipment, gross | 198.1 | 209.2 |
| Less: accumulated depreciation | (137.6) | (152.8) |
| Property and equipment, net | $60.5 | $56.4 |
Depreciation
expense amounted to $18.6 million and $19.8 million for the years ended December 31, 2025 and 2024, respectively.
**7.Software Development Costs, net**
Software
development costs, net consisted of the following:
Schedule
of Software Development Costs
_(in millions)_
| Line item | December 31, 2025 | December 31, 2024 |
| --- | --- | --- |
| Software development costs | $220.6 | $154.8 |
| Less: accumulated amortization | (197.9) | (132.4) |
| Software development costs, net | $22.7 | $22.4 |
During
the years ended December 31, 2025 and 2024, the Company capitalized $9.9 million and $12.0 million of software development costs, respectively.
The total amount of software costs amortized was $11.5 million and $10.7 million for the years ended December 31, 2025 and 2024, respectively.
F-24
**INSPIRED
ENTERTAINMENT, INC. AND SUBSIDIARIES**
**NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS**
**AS
OF AND FOR THE YEARS ENDED DECEMBER 31, 2025 AND 2024**
The
estimated software amortization expense for the years ending December 31, excluding costs that are yet to commence amortization, is as
follows:
Schedule
of Estimated Software Amortization Expense
| Year ending December 31, (in millions) | |
| --- | --- |
| $2026 | $9.9 |
| 2027 | 6.3 |
| 2028 | 2.9 |
| 2029 | 0.8 |
| 2030 | 0.1 |
| Thereafter | 0.2 |
| Total | $20.2 |
**8.Intangible Assets and Goodwill**
The
following tables present certain information regarding our intangible assets. Amortizable intangible assets are being amortized on a
straight-line basis over their estimated useful lives of eighteen months to thirteen years with no estimated residual values, which materially
approximates the expected pattern of use.
Schedule
of Intangible Assets and Goodwill
_(in millions)_
| Line item | December 31, 2025 | December 31, 2024 |
| --- | --- | --- |
| Trademarks | $21.8 | $21.1 |
| Customer relationships | 31.3 | 28.9 |
| Intellectual property licenses | 7.4 | 6.1 |
| Intangible assets, gross | 60.5 | 56.1 |
| Less: accumulated amortization | (46.5) | (40.0) |
| Intangible assets, net | $14.0 | $16.1 |
Aggregate
intangible asset amortization expense amounted to $3.5 million and $3.3 million for the years ended December 31, 2025 and 2024, respectively.
The
estimated intangible asset amortization expense for the years ending December 31 is as follows:
Schedule
of Estimated Intangible Assets Amortization Expense
| Year ending December 31, (in millions) | |
| --- | --- |
| $2026 | $3.0 |
| 2027 | 2.7 |
| 2028 | 1.6 |
| 2029 | 1.2 |
| 2030 | 1.0 |
| Thereafter | 4.5 |
| Total | $14.0 |
*Goodwill*
Goodwill
is summarized as follows:
Schedule
of Goodwill
_(in millions)_
| Line item | December 31, 2025 | December 31, 2024 |
| --- | --- | --- |
| Balance at beginning of period, gross | $78.3 | $79.3 |
| Accumulated goodwill impairment losses, recognized year ended December 31, 2020 | (20.5) | (20.5) |
| Balance at beginning of period, net | 57.8 | 58.8 |
| Foreign currency translation adjustments | 4.3 | (1.0) |
| Ending balance, net | $62.1 | $57.8 |
F-25
**INSPIRED
ENTERTAINMENT, INC. AND SUBSIDIARIES**
**NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS**
**AS
OF AND FOR THE YEARS ENDED DECEMBER 31, 2025 AND 2024**
**9.Other Assets**
Other
assets consist of the following:
Schedule
of Other Assets
_(in millions)_
| Line item | December 31, 2025 | December 31, 2024 |
| --- | --- | --- |
| Long term finance lease receivable | $7.5 | $5.1 |
| Long term receivables | 0.6 | 0.9 |
| Long term prepaid expenses and other assets | 1.8 | 3.0 |
| Pension surplus | 5.8 | 3.5 |
| Total | $15.7 | $12.5 |
**10.Accounts Payable and Accrued Expenses**
Accounts
payable and accrued expenses consist of the following:
Schedule
of Accounts Payable and Accrued Expenses
_(in millions)_
| Line item | December 31, 2025 | December 31, 2024 |
| --- | --- | --- |
| Accounts payable | $20.0 | $29.3 |
| Payroll and related costs | 9.6 | 5.7 |
| Other creditors | 13.1 | 18.7 |
| Total accounts payable and accrued expenses | $42.7 | $53.7 |
**11.Contract Related Disclosures**
The
following table summarizes contract related balances:
Schedule
of Contract Related Balances
_(in millions)_
| Line item | Accounts Receivable | Unbilled Accounts Receivable | Right to recover asset | Deferred Income | Customer Prepayments and Deposits |
| --- | --- | --- | --- | --- | --- |
| At December 31, 2025 | $39.0 | $30.2 | $0.7 | $(25.9) | $(4.5) |
| At December 31, 2024 | $61.5 | $26.0 | $0.6 | $(18.6) | $(3.9) |
Unbilled
accounts receivable are a form of contract asset and primarily result from revenue being recognized when or as control of a solution
or service is transferred to the customer, but where invoicing is contingent upon the completion of other performance obligations or
payment terms differ from the provisioning of services. The current portion of unbilled accounts receivable is reported within prepaid
expenses and other current assets in the consolidated balance sheet, and the non-current portion is included in other assets. Right to
recover assets are recognized in respect of the transfer of products with a right of return where the Company has also recognized a refund
liability. Right to return assets are recognized in other debtors and refund liabilities are recognized as part of deferred income. Contract
liabilities (deferred income and customer prepayments and deposits) primarily relate to consideration received from customers in advance
of delivery of the related goods and services to the customer. Contract balances are reported in a net contract asset or liability position
on a contract-by-contract basis at the end of each reporting period.
Revenue
recognized that was included in the deferred income balance at the beginning of the period amounted to $4.8 million and $3.8 million
for the years ended December 31, 2025 and 2024, respectively.
For
the years ended December 31, 2025 and 2024 there was no significant amounts of revenue recognized as a result of changes in contract
transaction price related to performance obligations that were satisfied in the respective prior periods.
The
Company capitalizes certain costs incurred in obtaining or fulfilling a customer contract. The following table summarizes amounts capitalized
on the Consolidated Balance Sheets at December 31, 2025 and 2024, net of accumulated amortization.
Schedule
of Customer Contact
_(in millions)_
| Line item | December 31, 2025 | December 31, 2024 |
| --- | --- | --- |
| Costs to obtain contracts with customers, net | $0.7 | $0.6 |
| Customer contract fulfillment costs, net | 11.4 | 10.4 |
| Total costs of obtaining and fulfilling customer contracts, net | $12.1 | $11.0 |
Amortization
of capitalized contract costs was $12.9 million and $9.5 million during the years ended December 31, 2025 and 2024, respectively. We didnot recognize any impairment losses on such costs during the years ended December 31, 2025 or 2024.
F-26
**INSPIRED
ENTERTAINMENT, INC. AND SUBSIDIARIES**
**NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS**
**AS
OF AND FOR THE YEARS ENDED DECEMBER 31, 2025 AND 2024**
**Transaction
Price Allocated to Remaining Performance Obligations**
At
December 31, 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
$129.1 million. Of this amount, we expect to recognize as revenue approximately 31% through December 31, 2026, approximately 46% through
December 31, 2028, approximately 22% through December 31, 2030 and the remaining 1% through December 31, 2031.
**12.Other Liabilities**
Other
liabilities consist of the following:
Schedule
of Other Liabilities
_(in millions)_
| Line item | December 31, 2025 | December 31, 2024 |
| --- | --- | --- |
| Customer prepayments and deposits | $4.5 | $3.9 |
| Fair value of hedging instrument | 0.2 | — |
| Total other liabilities, current | 4.7 | 3.9 |
| Asset retirement obligations | 0.7 | 2.0 |
| Fair value of hedging instrument | 0.4 | — |
| Contract termination costs | 0.2 | — |
| Other creditors | 0.1 | 0.4 |
| Total other liabilities, long-term | 1.4 | 2.4 |
| Total other liabilities | $6.1 | $6.3 |
**13.Long Term and Other Debt**
***Issuance
of Long-Term Debt - Series B Notes***
On
June 4, 2025, Inspired Entertainment (Financing) plc (the “Issuer”), a wholly owned (indirect) subsidiary of the Company,
together with certain subsidiaries of the Company entered into a Senior Notes Purchase Agreement (the “Notes Purchase Agreement”)
with (among others) Global Loan Agency Services Limited (the “Agent”) as the agent, GLAS Trust Corporation Limited (the “Security
Agent”) as the security agent, and Barclays Bank plc, HG Vora Special Opportunities Master Fund, Ltd., BSE Investments, Ltd. and
HG Vora Opportunistic Capital Master Fund III A LP as the original noteholders. On September 30, 2025, a number of documents comprising
Inspired Guarantor Accession Documents were signed following local law advice, such that the following entities are now guarantors under
the Notes Purchase Agreement, being DMWSL 631 Limited, Inspired Entertainment (Financing) PLC, Inspired Entertainment Lotteries LLC,
Inspired Gaming (USA) Inc., Gaming Acquisitions Limited, Inspired Gaming (UK) Limited, Inspired Gaming (Greece) Limited, and Inspired
Gaming (Gibraltar) Limited.
Pursuant
to the Notes Purchase Agreement, the Issuer issued £270.0 million ($363.2 million, as translated at December 31, 2025) aggregate
principal amount of Series B Notes (the “Senior Notes”) on June 9, 2025 (the “Closing Date”). The Senior Notes
are initially guaranteed by the Issuer and certain other subsidiaries of the Company (the “Guarantors”). The terms of the
Senior Notes and related guarantees are governed by the Notes Purchase Agreement.
Subject
to compliance with customary conditions, the Notes Purchase Agreement allows us to incur additional senior secured indebtedness in the
amounts permitted under the Senior Notes, either as a new series of notes or as an additional sub tranche or increase of the Senior Notes.
The
proceeds from the offering of Senior Notes were used to refinance the previously existing £235.0 million ($316.1 million) senior
secured notes due June 1, 2026 (the “Prior Notes”) and £15.0 million ($20.2 million) loans outstanding under the prior
revolving credit agreement (the “Prior RCF”) and accrued interest and/or fees, in each case (and any related fees, costs
and expenses). The Issuer intends to use the balance of the proceeds for general corporate purposes and/or working capital purposes.
The
following is a brief description of the Senior Notes.
*Interest
and Maturity*
The
Senior Notes bear interest at a rate per annum equal to the Sterling Overnight Index Average (“SONIA”) rate *plus* a
margin (based on the Company’s consolidated senior secured net leverage ratio) ranging from 5.50% to 6.00% per annum and mature
on June 9, 2030 (five years from the date of issuance). Interest is payable on the Senior Notes monthly, quarterly or semi-annually (as
selected by the Issuer) or by reference to any other period agreed with all the holders.
*Ranking*
The
Senior Notes and related guarantees are senior secured obligations of the Issuer and the Guarantors that (i) rank equally in right of
payment to any of the Issuer’s and the Guarantors’ existing and future indebtedness (except as otherwise described in this
paragraph); (ii) rank senior in right of payment with all of the Issuer’s and the Guarantor’s existing and future senior
subordinated indebtedness; (iii) are effectively junior in right of payment to all of the Issuer’s and the Guarantors’ existing
and future secured indebtedness that is secured by assets that do not secure the Notes and the guarantees thereof to the extent of the
value of the assets securing such indebtedness; and (iv) are structurally subordinated in right of payment to all existing and future
indebtedness and other liabilities of the Company’s subsidiaries that do not guarantee the Senior Notes (other than the Issuer).
*Guarantees*
The
Senior Notes are fully and unconditionally guaranteed on a senior secured first-priority basis by the Guarantors on a joint and several
basis.
*Security*
The
Senior Notes and related guarantees are secured, subject to certain permitted collateral liens, on a first-priority basis by certain
assets of the Guarantors.
F-27
**INSPIRED
ENTERTAINMENT, INC. AND SUBSIDIARIES**
**NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS**
**AS
OF AND FOR THE YEARS ENDED DECEMBER 31, 2025 AND 2024**
*Covenants*
The
Notes Purchase Agreement contains incurrence covenants that limit the ability of the Company and its restricted subsidiaries to, among
other things, (i) incur or guarantee additional debt and issue certain preferred stock of restricted subsidiaries; (ii) create or incur
certain liens; (iii) make restricted payments, including dividends or distributions to the Company’s stockholders or repurchase
its stock; (iv) prepay or redeem subordinated debt; (v) make certain investments, including participating joint ventures; (vi) create
encumbrances or restrictions on the payment of dividends or other distributions by restricted subsidiaries; (vii) sell assets, or consolidate
or merge with or into other companies; (viii) sell or transfer all or substantially all of the Company’s assets or those of the
Company’s subsidiaries on a consolidated basis; and (ix) engage in certain transactions with affiliates. These covenants are subject
to exceptions and qualifications as set forth in the Notes Purchase Agreement.
The
Notes Purchase Agreement requires that the Company maintain a maximum consolidated senior secured net leverage ratio of 5.0x on the test
date for the relevant periods ending September 30, 2025, December 31, 2025, March 31, 2026, June 30, 2026, September 30, 2026, December
31, 2026 and March 31, 2027, stepping down to 4.75x on June 30, 2027 and each relevant period thereafter (the “Notes Financial
Covenant”). The Notes Financial Covenant is calculated as the ratio of consolidated senior secured net debt to consolidated pro
forma EBITDA (defined as consolidated net income after adding back certain items including (without limitation) interest expense, taxes,
depreciation and amortization expenses and exceptional or non-recurring costs and losses and after adjusting for certain projected savings
and synergies) for the 12-month period preceding the relevant quarterly testing date and is tested quarterly on a rolling basis. The
Notes Purchase Agreement does not include a minimum interest coverage ratio or other financial covenants. Covenant testing at December
31, 2025 showed covenant compliance with a net leverage of 3.06x.
*Events
of Default*
The
Notes Purchase Agreement provides for events of default (subject in certain cases to grace and cure periods) which include, among others,
non-payment of amounts when due, breach of covenants or other agreements in the Notes Purchase Agreement, misrepresentations, defaults
in payment of certain other indebtedness and certain events of insolvency, material litigation and a “going concern” qualification
by the auditors. Subject to certain exceptions, if an event of default occurs, the Agent or the holders of more than 50% of the Senior
Notes may declare the principal of, premium, if any, and accrued but unpaid interest on all of the Notes to be due and payable immediately.
*Voluntary
Redemption*
The
Issuer may redeem the Senior Notes, in whole or in part, at any time and from time to time prior to the first anniversary of issuance,
at a redemption price equal to 100% of the principal amount thereof, plus a “make-whole” premium (the “Make Whole”)
as set forth in the Notes Purchase Agreement, plus accrued and unpaid interest (if any) up to, but excluding, the redemption date. The
Issuer may also redeem the Notes, in whole or in part, at any time and from time to time on or after the first anniversary of issuance
but prior to the second anniversary of issuance, at a redemption price equal to 100% of the principal amount thereof, plus 1% of the
principal amount redeemed (the “101” and, together with the Make Whole, “Call Protection”), plus accrued and
unpaid interest (if any) up to, but excluding, the redemption date. On or after the second anniversary of issuance, the Issuer may redeem
the Notes, in whole or in part, at any time and from time to time at a redemption price equal to 100% of the principal amount thereof,
plus accrued and unpaid interest (if any) up to, but excluding, the redemption date
*Mandatory
Redemption*
If
a change of control occurs as specified in the Notes Purchase Agreement, the Issuer must offer to purchase the Notes, in cash, at a redemption
price equal to at 100% of the principal amount thereof plus the applicable Call Protection plus accrued and unpaid interest (if any)
up to, but excluding, the redemption date. If the Company generates excess cashflow as specified in the Notes Purchase Agreement, the
Issuer must offer to apply an agreed percentage of such excess cash flow (subject to certain deductions and varying by reference to the
level of senior secured net leverage at such time) to purchase the Senior Notes, in cash, at a redemption price equal to at 100% of the
principal amount thereof plus accrued and unpaid interest (if any) up to, but excluding, the redemption date. In addition, the Indenture
may require the Issuer to use excess proceeds from certain asset dispositions for an offer to purchase the Senior Notes at 100% of the
principal amount thereof plus the applicable Call Protection (unless made in the first 12 months following issuance and not in an amount
exceeding £25.0 million ($33.6 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 ($23.9 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.
F-28
**INSPIRED
ENTERTAINMENT, INC. AND SUBSIDIARIES**
**NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS**
**AS
OF AND FOR THE YEARS ENDED DECEMBER 31, 2025 AND 2024**
The
loans under the RCF bear interest at a rate per annum equal to (i) SONIA for borrowings in sterling, (ii) LIBOR for borrowings in dollars,
or (iii) EURIBOR for borrowings in Euro, as applicable, *plus*, in each case, a margin (based on the Company’s consolidated
senior secured net leverage ratio) ranging from 3.25% to 3.75% per annum. With respect to the RCF, a commitment fee of 35% of the then
applicable margin is payable at any time on any unutilized portion of the RCF.
The
SFA contains various covenants (which include restrictions regarding the incurrence of liens, the incurrence of indebtedness by the Company’s
subsidiaries and fundamental changes, subject in each case to certain exceptions), representations, warranties, limitations and events
of default (which include non-payment, breach of obligations under the financing documents, cross default, insolvency and litigation)
customary for similar facilities and subject to customary carve-outs and grace periods. Following the occurrence of an event of default
which has not been waived or remedied, the Lenders who represent more than 50% of total commitments under the SFA may, subject to the
terms of an intercreditor agreement (which governs the relationship between the Lenders and the holders of the Senior Notes), instruct
the agent to (i) accelerate the RCF loans, (ii) instruct the security agent to enforce the transaction security and/or (iii) exercise
any other remedies available to the Lenders.
The
SFA requires that the Company maintain a maximum consolidated senior secured net leverage ratio of 5.50x on the test date for the relevant
periods ending September 30, 2025, December 31, 2025, March 31, 2026, June 30, 2026, September 30, 2026, December 31, 2026 and March
31, 2027, stepping down to 5.25x on June 30, 2027 and each relevant period thereafter (the “RCF Financial Covenant”). The
RCF Financial Covenant is calculated as the ratio of consolidated senior secured net debt to consolidated pro forma EBITDA (defined as
net loss excluding depreciation and amortization, interest expense, interest income and income tax expense) for the 12-month period preceding
the relevant quarterly testing date and is tested quarterly on a rolling basis. The SFA does not include a minimum interest coverage
ratio or other financial covenants. Covenant testing at December 31, 2025 showed covenant compliance with a net leverage of 3.06x.
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 ($316.1 million) of Senior Secured Notes which bore interest at a fixed
rate of 7.875% and a Super Senior Revolving Credit Facility in a principal amount of £20.0 million ($26.9 million), of which £15.0 million ($20.2 million) was drawn at the time of termination, which bore interest
at a rate per annum equal to (i) SONIA for borrowings in sterling, (ii) LIBOR (or, on and after December 31, 2021, SOFR) for borrowings
in US Dollars, or (iii) EURIBOR for borrowings in Euro, as applicable, plus, in each case, a margin (based on the Company’s consolidated
senior secured net leverage ratio) ranging from 4.25% to 4.75% per annum.
In
connection with the entry into each of the Notes Purchase Agreement and the SFA, on June 9, 2025, (i) the Issuer redeemed the Prior Notes
and terminated the indenture dated May 20, 2021 pursuant to which the Prior Notes had been issued, and (ii) the Issuer prepaid in full
all outstanding loans under the Prior RCF and terminated the Super Senior Revolving Credit Facilities Agreement dated May 20, 2021.
The
termination of the prior financing is considered to be a non-substantial modification, in accordance with Topic 470-50. Fees directly
associated with the modified Senior Debt amounting to $18.1 million were capitalized and will be amortized over the term of the new Senior
Debt, along with the existing $1.6 million unamortized debt issuance costs of the old Senior Debt. $0.9 million of fees associated with
the new RCF were capitalized and will be amortized over the term of the new RCF, along with the existing $0.1 million unamortized fees
attributable to the Prior RCF. Fees paid to third parties of $2.3 million related to the new Senior Debt were expensed as incurred into
Selling, General and Administrative fees.
F-29
**INSPIRED
ENTERTAINMENT, INC. AND SUBSIDIARIES**
**NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS**
**AS
OF AND FOR THE YEARS ENDED DECEMBER 31, 2025 AND 2024**
***Outstanding
Debt and Finance Leases***
The
following reflects outstanding debt and finance leases as of the dates indicated below:
Schedule
of Outstanding Debt and Finance Leases
_(in millions)_
| Line item | Principal | Unamortized deferred financing charge | Book value, December 31, 2025 |
| --- | --- | --- | --- |
| Senior notes | $363.2 | $(18.0) | $345.2 |
| Finance lease liabilities | 18.1 | — | 18.1 |
| Total long-term debt outstanding | 381.3 | (18.0) | 363.3 |
| Less: current portion of long-term debt | (4.3) | — | (4.3) |
| Long-term debt, excluding current portion | $377.0 | $(18.0) | $359.0 |
_(in millions)_
| Line item | Principal | Unamortized deferred financing charge | Book value, December 31, 2024 |
| --- | --- | --- | --- |
| Senior secured notes | $313.2 | $(2.2) | $311.0 |
| Finance lease liabilities | 23.0 | — | 23.0 |
| Total long-term debt outstanding | 336.2 | (2.2) | 334.0 |
| Less: current portion of long-term debt | (23.2) | — | (23.2) |
| Long-term debt, excluding current portion | $313.0 | $(2.2) | $310.8 |
The
Company is in compliance with all relevant financial covenants and the long-term debt portion is correctly classified as such in line
with the underlying agreements.
Long
term debt as of December 31, 2025 matures as follows:
Schedule
of Maturities of Long-term Debt
_(in millions)_
| Fiscal period: | Senior bank debt | Finance leases | Total |
| --- | --- | --- | --- |
| 2026 | — | $4.3 | $4.3 |
| 2027 | — | 4.9 | 4.9 |
| 2028 | — | 5.7 | 5.7 |
| 2029 | — | 3.2 | 3.2 |
| 2030 | 363.2 | — | 363.2 |
| Total | $363.2 | $18.1 | $381.3 |
F-30
**INSPIRED
ENTERTAINMENT, INC. AND SUBSIDIARIES**
**NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS**
**AS
OF AND FOR THE YEARS ENDED DECEMBER 31, 2025 AND 2024**
**14.Derivatives and Hedging Activities**
On
November 12, 2025, the Company entered into two interest rate swap agreements with Macquarie Bank Limited designed to protect the
Company against adverse fluctuations in interest rates by reducing its exposure to variability in cash flows on the current floating
rate debt facilities. The swaps are effective from December 9, 2025, until maturity on December 9, 2027. The swaps fix the interest
rate at 3.6208%
on a notional amount of £250.0 million ($336.3 million), payable to Macquarie Bank Limited, with Macquarie Bank Limited paying an amount to the Company on the notional amount of
£250.0 million ($336.3 million) at an interest rate equal to the floating amount due on the Senior Notes, subject to a floor of 3.00%.
***Risk
Management Objective of Using Derivatives***
The
Company is exposed to certain risk arising from both its business operations and economic conditions. The Company principally manages
its exposures to a wide variety of business and operational risks through management of its core business activities. The Company manages
economic risks, including interest rate, liquidity, and credit risk primarily by managing the amount, sources, and duration of its assets
and liabilities and the use of derivative financial instruments. Specifically, the Company enters into derivative financial instruments
to manage exposures that arise from business activities that result in the receipt or payment of future known and uncertain cash amounts,
the value of which are determined by interest rates. The Company’s derivative financial instruments are used to manage differences
in the amount, timing, and duration of the Company’s known or expected cash receipts and its known or expected cash payments principally
related to the Company’s borrowings.
***Cash
Flow Hedges of Interest Rate Risk***
The
Company’s objectives in using interest rate derivatives are to add stability to interest expense and to manage its exposure to
interest rate movements. To accomplish this objective, the Company primarily uses interest rate swaps as part of its interest rate risk
management strategy. Interest rate swaps designated as cash flow hedges involve the receipt of variable amounts from a counterparty in
exchange for the Company making fixed-rate payments over the life of the agreements without exchange of the underlying notional amount.
During the year ended December 31, 2025, such derivatives were used to hedge the variable cash flows associated with existing variable-rate
debt.
For
derivatives designated and that qualify as cash flow hedges of interest rate risk, the gain or loss on the derivative is recorded in
Accumulated Other Comprehensive Income and subsequently reclassified into interest expense in the same period(s) during which the hedged
transaction affects earnings. Amounts reported in accumulated other comprehensive income related to derivatives will be reclassified
to interest expense as interest payments are made on the Company’s variable-rate debt. During the next twelve-months, the Company
estimates that an additional $0.3 million will be reclassified as a decrease to interest expense.
As
of December 31, 2025, the Company had the following outstanding interest rate derivatives that were designated as cash flow hedges of
interest rate risk:
Schedule
of Cash Flow Hedges of Interest Rate Risk
| Interest Rate Derivative | Number of Instruments | Notional |
| --- | --- | --- |
| Interest rate swaps | 2 | £250.0 million ($336.3 million) |
The
Company did not have any derivatives as of December 31, 2024.
The
table below presents the fair value of the Company’s derivative financial instruments as well as their classification in the consolidated
balance sheet as of December 31, 2025 and December 31, 2024.
Schedule
of Derivative Liability
_(in millions)_
| Line item | December 31, 2025 | December 31, 2024 |
| --- | --- | --- |
| Other current liabilities | $0.2 | — |
| Other long-term liabilities | 0.4 | — |
| Total derivatives designated as hedging instruments | $0.6 | — |
There
was no effect of offsetting of the derivative financial instruments at December 31, 2025.
The
tables below present the effect of fair value and cash flow hedge accounting on accumulated other comprehensive income for the year ended
December 31, 2025 and December 31, 2024.
Schedule
of Fair Value of Cash Flow Hedge Accounting
**Amount
of Gain (Loss) Recognized in Other Comprehensive Income on Derivatives**
_(in millions)_
| Line item | Year Ended December 31, 2025 | Year Ended December 31, 2024 |
| --- | --- | --- |
| Interest rate products | $(0.5) | — |
**Amount
of Gain (Loss) Reclassified from Accumulated Other Comprehensive Income into Income**
_(in millions)_
| Line item | Year Ended December 31, 2025 | Year Ended December 31, 2024 |
| --- | --- | --- |
| Interest expense, net | $0.1 | — |
F-31
**INSPIRED
ENTERTAINMENT, INC. AND SUBSIDIARIES**
**NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS**
**AS
OF AND FOR THE YEARS ENDED DECEMBER 31, 2025 AND 2024**
The
tables below present the effect of the Company’s derivative financial instruments on the consolidated statements of operations
for the year ended December 31, 2025 and December 31, 2024.
_(in millions)_
| Line item | Year Ended December 31, 2025 | Year Ended December 31, 2024 |
| --- | --- | --- |
| Total amounts of income and expense line items presented in the statement of operations and comprehensive loss in which the effects of fair value or cash flow hedges are recorded | | |
| Interest expense, net | $(37.3) | $(29.4) |
_(in millions)_
| Line item | Year Ended December 31, 2025 | Year Ended December 31, 2024 |
| --- | --- | --- |
| Amount of gain (loss) reclassified from accumulated other comprehensive income into income | | |
| Interest expense, net | $0.1 | — |
***Credit-risk-related
Contingent Features***
Each
of Inspired Gaming (UK) Limited and Gaming Acquisitions Limited, wholly owned (indirect) subsidiaries of the Company, (each, a “Hedging
Subsidiary”) has entered into an industry standard ISDA Master Agreement, with a negotiated Schedule thereto (each, an “ISDA
Agreement”), with the counterparty to its derivative transactions and which ISDA Agreements set forth various provisions which
govern the relationship between each such Hedging Subsidiary and its counterparty with respect to such derivative instruments. Such provisions
include certain events which, if triggered by either party, may give rise to a termination of the relevant derivative instruments, which
may trigger a requirement for the exchange of a breakage payment between the parties.
Each
ISDA Agreement contains a provision whereby if any of the Company’s subsidiaries that has granted credit support in respect of
such derivative transactions defaults on any of its indebtedness above a threshold amount, including default where repayment of such
indebtedness has not been accelerated by the relevant creditor, then the relevant Hedging Subsidiary could also be declared in default
on its derivative obligations. Each ISDA Agreement also contains a provision where the relevant Hedging Subsidiary could be declared
in default on its derivative obligations if repayment of the underlying indebtedness is accelerated by the lender due to the relevant
Hedging Subsidiary’s default on its indebtedness.
As
of December 31, 2025, the fair value of derivatives in a net liability position, which includes accrued interest but excludes any adjustment
for non-performance risk, related to the ISDA Agreements was $0.5 million. As of December 31, 2025, no Hedging Subsidiary has posted
any collateral related to the ISDA Agreement, as no collateral is required under the terms thereof. If the Hedging Subsidiaries had breached
any of the provisions under the terms, which resulted in an acceleration of the ISDA Agreements, as at December 31, 2025, the Company
could have been required to settle its obligations under the respective ISDA Agreements at their termination value of $0.5 million.
**15.Fair Value Measurements**
Fair
value is defined as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal
or most advantageous market for the asset and liability in an orderly transaction between market participants at the measurement date.
We estimate the fair value of our assets and liabilities utilizing an established three-level hierarchy. The hierarchy is based upon
the transparency of inputs to the valuation of an asset or liability as of the measurement date as follows:
Level 1: Quoted prices in active markets for identical assets or liabilities.
Level 2: Observable inputs other than Level 1 prices, such as quoted prices for similar assets or liabilities, quoted prices in markets with insufficient volume or infrequent transactions (less active markets), or model-derived valuations in which all significant inputs are observable or can be derived principally from or corroborated with observable market data for substantially the full term of the assets or liabilities. Level 2 inputs also include non-binding market consensus prices that can be corroborated with observable market data, as well as quoted prices that were adjusted for security-specific restrictions.
Level 3: Unobservable inputs that are supported by little or no market activity that are significant to the fair value of the asset or liability. Level 3 inputs also include non-binding market consensus prices or non-binding broker quotes that are unable to be corroborated with observable market data.
The
fair value of our financial assets and liabilities is determined by reference to market data and other valuation techniques as appropriate.
We believe the fair value of our financial instruments approximates their recorded values.
F-32
**INSPIRED
ENTERTAINMENT, INC. AND SUBSIDIARIES**
**NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS**
**AS
OF AND FOR THE YEARS ENDED DECEMBER 31, 2025 AND 2024**
For
each period, derivative financial instrument assets and liabilities measured at fair value on a recurring basis are included in the financial
statements as per the table below.
Schedule
of Fair Value of Assets and Liabilities
| Line item | Level | December 31, 2025 | December 31, 2024 |
| --- | --- | --- | --- |
| | | (in millions) | |
| Derivative liability (see note 14) | 2 | $0.6 | — |
Level
3 liabilities are valued using unobservable inputs to the valuation methodology that are significant to the measurement of the fair value
of the derivative liabilities. For fair value measurements categorized within Level 3 of the fair value hierarchy, the Company’s
Principal Financial and Accounting Officer determines its valuation policies and procedures. The development
and determination of the unobservable inputs for Level 3 fair value measurements and fair value calculations are the responsibility of
the Company’s Principal Financial and Accounting Officer.
At
December 31, 2025 and December 31, 2024, there were no Level 3 inputs, and no transfers in or out of Level 3 from other levels in the
fair value hierarchy.
**16.Stockholders’ Deficit**
***Preferred
Stock***
The
Company is authorized to issue 1,000,000 shares of preferred stock with a par value of $0.0001 per share in one or more series. The Company’s
Board of Directors is authorized to fix the voting rights, if any, designations, powers, preferences, the relative, participating, optional
or other special rights and any qualifications, limitations and restrictions thereof, applicable to the shares of each series. At December
31, 2025 and December 31, 2024, there were no shares of preferred stock issued or outstanding.
***Common
Stock***
The
Company is authorized to issue 49,000,000 shares of common stock, par value $0.0001 per share. Holders of the Company’s common
stock are entitled to one vote for each common share.
**17.Stock-Based Compensation**
The
Company’s stock-based compensation plans authorize awards of restricted stock units (“RSUs”), stock options and other
equity-related awards. The Company’s 2023 Omnibus Incentive Plan (“2023 Plan”) was adopted by the Company’s Board
of Directors on April 10, 2023 and approved by our stockholders on May 9, 2023. The 2023 Plan succeeded the 2021 Omnibus Incentive Plan
and the 2018 Omnibus Incentive Plan (collectively, the “Prior Plans”) such that shares subject to the unused reserves of
the Prior Plans (e.g., as a result of termination or forfeiture of awards) are instead rolled over to the 2023 Plan. The Company has
two other predecessor plans, the 2016 Long-Term Incentive Plan and the Second Long-Term Incentive Plan (collectively, the “Terminated
Plans”), whose available balances were terminated in connection with approval of the 2018 Omnibus Incentive Plan. Although outstanding
awards under the Terminated Plans remain governed by the terms of such plans, no new awards may be granted or become available for grant
thereunder.
As
of December 31, 2025, there were (i) 1,306,958 shares subject to outstanding awards under the 2023 Plan, including 493,736 shares subject
to performance-based target awards, 93,750 shares subject to market-price vesting conditions and 283,243 shares subject to awards as
to which the applicable vesting conditions have been met which remain subject to deferred settlement (a portion of which settled in January
2026); (ii) 1,201,716 shares subject to outstanding awards under the Prior Plans, comprising 97,500 shares subject to market-price vesting
conditions and 1,104,216 shares subject to awards as to which the applicable vesting conditions have been met which remain subject to
deferred settlement (a portion of which settled in January 2026); and (iii) 1,118,686 shares subject to outstanding awards under the
Terminated Plans as to which the applicable vesting conditions have been met which remain subject to deferred settlement. As of December
31, 2025, there were 2,021,962 shares available for new awards under the 2023 Plan (which includes shares rolled over from the Prior
Plans) and no shares available for new awards under the Prior Plans. All awards outstanding as of December 31, 2025 consisted of RSUs
(including time-based RSUs, performance-based RSUs and stock price based RSUs).
F-33
**INSPIRED
ENTERTAINMENT, INC. AND SUBSIDIARIES**
**NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS**
**AS
OF AND FOR THE YEARS ENDED DECEMBER 31, 2025 AND 2024**
The
Company also has an employee stock purchase plan (“ESPP”) that authorizes the issuance of up to an aggregate of 500,000 shares
of common stock pursuant to purchases thereunder by employees. The ESPP, which was approved by stockholders in July 2017, is administered
by the Compensation Committee which has discretion to designate the length of offering periods and other terms subject to the requirements
of the ESPP. Offerings may also be under the ESPP’s subplan for UK-based employees (the “Subplan”) which was adopted
in June 2022 and is designed to meet the requirements of a sharesave plan under UK law. The terms applicable to offerings approved
under the ESPP and Subplan for 2024 are described below. Offerings were not approved for 2025.
ESPP
— Eligible employees may contribute up to 10% of base compensation through payroll deductions over a period of twelve months, a
maximum of 1,000 shares may be purchased per participant, the purchase price is equal to 85% of the lower of the closing price of the
common stock at the beginning of the offering period and the end of the offering period and shares are purchased on the last day of the
offering period.
Subplan
(UK) — Eligible employees may contribute a maximum amount of £350 per month through payroll deductions over a period of three
years, the purchase price is equal to 85% of the closing price of the common stock on the day prior to commencement of the enrollment
window for the offering, and participants have a period of six months following the end of the offering to elect to purchase shares or
receive a refund.
As
of December 31, 2025, a total of 456,756 shares remained available for purchase under the ESPP (including in connection with outstanding
purchase rights under the Company’s ongoing offering periods). A total of 3,670 shares were purchased in 2024 (at a purchase price
of $8.109 per share) and a total of 3,245 shares were purchased in 2025 (at a purchase price of $6.4175 per share). The shares from the
2024 purchases were issued in 2024. Based on enrollments in the ESPP’s Subplan, an aggregate of approximately 77,000 shares were
subject to outstanding purchase rights as of December 31, 2025.
A
summary of the Company’s RSU activity is as follows:
Schedule
of Restricted Stock Unit Activity
| Line item | Number of Shares | Weighted Average Grant Date Fair Value Per Share |
| --- | --- | --- |
| Unvested Outstanding at January 1, 2025 | 786,551 | $10.82 |
| Granted (1) | 816,124 | $10.33 |
| Forfeited | (171,750) | $(9.64) |
| Vested (2) | (455,544) | $(11.61) |
| Unvested Outstanding at December 31, 2025 | 975,381 | $10.25 |
(1) The amount shown as “granted” includes 259,717 performance-based target RSUs for 2025 as to which the number eligible to vest ranged 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 and criteria previously set by the Compensation Committee). The amount shown also includes tranches covering an aggregate of 104,166 Adjusted EBITDA RSUs (subject to performance criteria for 2025) which 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.
(2) The RSUs that vested during the year ended December 31, 2025 included: (a) approximately 97,935 RSUs that are subject to deferred settlement terms; and (b) approximately 314,470 RSUs that vested on the last day of the year and were settled on a net share basis in January 2026.
The
Company issued a total of 348,141 shares during the year ended December 31, 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.
The
weighted average grant date fair value of awards granted for years ended December 31, 2025 and December 31, 2024 amounted to $10.33 and $9.07,
respectively. The vesting date value of RSUs vesting for years ended December 31, 2025 and December 31, 2024 amounted to $4.2 million and $7.6 million, respectively.
When
tax deductions from stock options and awards are less than the cumulative book compensation expense, the tax effect of the resulting
differences is a shortfall. For the year ended December 31, 2025 and December 31, 2024 an income tax expense of $0.4 million and $0.5 million was recorded for shortfalls generated from stock options
and awards exercised in their respective years.
Stock-based
compensation is recognized as an expense over the requisite service period, which is generally the vesting period. For performance awards
that are contingent upon the Company achieving certain pre-determined financial performance targets, compensation expense is calculated
based on the number of shares expected to vest after assessing the probability that the performance criteria will be met. Determining
the probability of achieving a performance target requires estimates and judgment. For market-based awards that are contingent upon the
Company’s stock achieving certain pre-determined price targets, compensation expense is calculated based upon the determination
of the fair value of the awards as derived through multiple running of the Monte Carlo valuation model, with the fair value recognized
on a straight-line basis over the requisite service period. The requisite service period for awards to employees is generally satisfied
over a vesting period of three
years (and one year for non-employee directors).
The Company accounts for forfeitures as they occur. For stock purchase rights under the Company’s ESPP (including its subplan),
the Company estimates fair value using the Black-Scholes option pricing model on the dates of grant, with the compensation expense recognized
over the requisite service period.
F-34
**INSPIRED
ENTERTAINMENT, INC. AND SUBSIDIARIES**
**NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS**
**AS
OF AND FOR THE YEARS ENDED DECEMBER 31, 2025 AND 2024**
The
Company recognized stock-based compensation expense as follows:
Schedule
of Stock Based Compensation Expenses
_(in millions)_
| Line item | Year Ended December 31, 2025 | Year Ended December 31, 2024 |
| --- | --- | --- |
| RSUs | $6.2 | $6.7 |
| ESPP | 0.1 | 0.1 |
| Payroll taxes on vesting of RSUs | 0.4 | 0.8 |
| Stock-based compensation expense | $6.7 | $7.6 |
Total
unrecognized compensation expense related to unvested stock awards and unvested RSUs at December 31, 2025 amounts to $4.1 million and is expected to be recognized over a weighted average
period of 1.6 years.
**18.Accumulated Other Comprehensive Loss (Income)**
The
accumulated balances for each classification of comprehensive loss (income) are presented below:
Schedule
of Accumulated Other Comprehensive Loss (Income)
_(in millions)_
| Line item | Foreign Currency Translation Adjustments | Change in Fair Value of Hedging Instrument | Unrecognized Pension Benefit Costs | Accumulated Other Comprehensive (Income) |
| --- | --- | --- | --- | --- |
| Balance at January 1, 2024 | $(78.1) | — | $33.8 | $(44.3) |
| Change during the period | (1.4) | — | (4.7) | (6.1) |
| Deferred tax on change during the period | 1.0 | — | 1.1 | 2.1 |
| Balance at December 31, 2024 | (78.5) | — | 30.2 | (48.3) |
| Change during the period | 0.7 | 0.6 | (0.8) | 0.5 |
| Deferred tax on change during the period | (0.1) | (0.1) | 0.2 | — |
| Balance at December 31, 2025 | $(77.9) | $0.5 | $29.6 | $(47.8) |
**19.Net Income (Loss) per Share**
Basic
income/loss per share (“EPS”) is computed by dividing net income/loss attributable to common stockholders by the weighted-average
number of common shares outstanding during the period, excluding the effects of any potentially dilutive securities. Diluted EPS gives
effect to all dilutive potential shares of common stock outstanding during the period, including stock options and RSUs, unless the inclusion
would be anti-dilutive.
The
computation of diluted EPS excludes the common stock equivalents of the following potentially dilutive securities because they were contingently
issuable shares or because their inclusion would be anti-dilutive:
Schedule
of Anti-dilutive Securities Excluded from Computation of Earnings Per Share
| Line item | Year Ended December 31, 2025 | Year Ended December 31, 2024 |
| --- | --- | --- |
| RSUs | 975,381 | 253,750 |
The
calculation of Basic EPS includes the effects of 2,506,145 and 2,091,536 shares for the years ended December 31, 2025 and 2024, respectively,
with respect to RSU awards that have vested but have not yet been issued.
F-35
**INSPIRED
ENTERTAINMENT, INC. AND SUBSIDIARIES**
**NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS**
**AS
OF AND FOR THE YEARS ENDED DECEMBER 31, 2025 AND 2024**
**20.Repurchase of Common Stock**
On
November 1, 2025, the Board of Directors authorized the Company to use up to $25.0 million to repurchase Inspired common shares, subject to repurchases
being effected on or before November 30, 2028 (the “Share Repurchase Program”). Management has discretion as to whether to
repurchase shares of the Company.
During
the year ended December 31, 2025, the Company repurchased 56,604 shares under the Share Repurchase Program for gross payments
of approximately $0.4 million, which were canceled and retired during the year ended
December 31, 2025. As of December 31, 2025, approximately $24.6 million remained available for future repurchases under the
Share Repurchase Program.
Refer
Part II, Item 5 of this report for further details regarding shares repurchased during the three months ended December 31, 2025.
**21.Other Finance Income**
Other
finance income consisted of the following:
Schedule
of Other Finance Income
_(in millions)_
| Line item | Year Ended December 31, 2025 | Year Ended December 31, 2024 |
| --- | --- | --- |
| Pension interest cost | $(3.6) | $(3.4) |
| Expected return on pension plan assets | 4.5 | 3.9 |
| Other finance income (expense) | $0.9 | $0.5 |
**22.Income Taxes**
The
effective tax rates for the years ended December 31, 2025 and 2024 were (188.6)%
and (3,466.2)%,
respectively. For the year ended December 31, 2025, the Company’s effective tax rate differs from the federal statutory rate primarily
due to an inclusion for global intangible low-taxed income. For the year ended December 31, 2024, the Company’s effective tax rate
differs from the federal statutory rate primarily due to the reversal of a majority of the Company’s valuation allowance on its
deferred tax assets in various jurisdictions as well as an inclusion for global intangible low-taxed income.
The
components of (loss) earnings before income taxes on the Company’s consolidated statement of operations by the U.S. and foreign
jurisdictions were as follows:
Schedule
of Earnings (Loss) Before Income Tax
_(in millions)_
| Line item | Year Ended December 31, 2025 | Year Ended December 31, 2024 |
| --- | --- | --- |
| United States | $(12.4) | $(21.6) |
| Foreign jurisdictions | 6.5 | 23.4 |
| Ending balance | $(5.9) | $1.8 |
Income
tax provision, as reflected in the Company’s consolidated statement of operations, consists of the following:
Schedule
of Provision for Income Taxes
_(in millions)_
| Line item | Year Ended December 31, 2025 | Year Ended December 31, 2024 |
| --- | --- | --- |
| Current provision (benefit) | | |
| Federal | $2.8 | $4.6 |
| State | — | (0.1) |
| Foreign | 5.4 | 1.9 |
| Total current | $8.2 | $6.4 |
_(in millions)_
| Line item | Year Ended December 31, 2025 | Year Ended December 31, 2024 |
| --- | --- | --- |
| Deferred provision (benefit) | | |
| Federal | $0.3 | $(2.7) |
| Foreign | 2.6 | (66.7) |
| Total deferred | $2.9 | $(69.4) |
| Total provision | $11.1 | $(63.0) |
Supplemental
disclosure of cash paid during the period for income taxes (net of refunds received) is as follows:
Schedule
of Income Taxes
_Year Ended December 31, 2025 · (in millions)_
| | |
| --- | --- |
| Federal | $6.4 |
| UK | (0.2) |
| Brazil | 2.4 |
| Dominican Republic | 1.1 |
| Greece | 1.5 |
| Other | 0.2 |
| Total cash paid for income taxes, net of refunds received | $11.4 |
F-36
**INSPIRED
ENTERTAINMENT, INC. AND SUBSIDIARIES**
**NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS**
**AS
OF AND FOR THE YEARS ENDED DECEMBER 31, 2025 AND 2024**
Reconciliation
of the differences between the effective income tax rate and federal statutory rate for the year ended December 31, 2025:
Schedule
of Effective Income Tax Rate Reconciliation
_December 31, 2025_
| | | | | |
| --- | --- | --- | --- | --- |
| | (in millions) | | | |
| Statutory income tax | $ | $(1.2) | 21.0% | % |
| State (net of federal) | | — | (0.6 | )% |
| Foreign tax effects | | | | |
| Brazil | | | | |
| Foreign withholding taxes | | 2.4 | (40.1 | )% |
| Dominican Republic | | | | |
| Foreign withholding taxes | | 1.1 | (18.6 | )% |
| United Kingdom | | | | |
| Change in valuation allowance | | — | 0.3% | % |
| Effects of rates different than statutory | | 0.7 | (12.0 | )% |
| Non-deductible loss on disposal | | 1.3 | (22.5 | )% |
| Foreign tax credit on withholding taxes | | (2.4) | 40.1% | % |
| Non-deductible expenses | | 0.8 | (14.0 | )% |
| Stock option deduction | | 0.3 | (5.7 | )% |
| Prior year true ups | | 0.5 | (7.5 | )% |
| Greece | | | | |
| Prior year tax assessment | | 1.8 | (30.9 | )% |
| Other foreign jurisdictions | | | | |
| Other | | — | (0.5 | )% |
| Effects of cross-border tax laws | | | | |
| Global intangible low-taxed income | | 3.9 | (65.3 | )% |
| Other | | (0.2) | 3.9% | % |
| Nontaxable or nondeductible items | | | | |
| Non-deductible officers’ compensation | | 0.9 | (15.2 | )% |
| Other | | (0.1) | 2.4% | % |
| Change in valuation allowances | | 1.5 | (26.1 | )% |
| Other adjustments | | (0.2) | 2.7% | % |
| Effective income tax rate | $ | $11.1 | (188.6 | )% |
As
previously disclosed for the year ended December 31, 2024, prior to the adoption of ASU 2023-09, the following is a reconciliation of
the difference between the effective income tax rate and the federal statutory rate:
Schedule
of Differences Between the Federal Statutory Tax Rate and Effective Rate
| Line item | December 31, 2024 | |
| --- | --- | --- |
| Statutory income tax | 21.0% | % |
| State taxes (net of federal) | (7.4 | )% |
| Non-deductible officers’ compensation | 41.9% | % |
| Global intangible low-taxed income | 295.2% | % |
| Other permanent differences | (14.4 | )% |
| Prior year true ups | (59.1 | )% |
| Effect of rates different than statutory | 59.9% | % |
| Non-creditable withholding taxes | 83.4% | % |
| Subpart F | 105.4% | % |
| Other | 12.8% | % |
| Change in valuation allowance | (4,005.0 | )% |
| Effective income tax rate | $(3,466.2 | )% |
F-37
**INSPIRED
ENTERTAINMENT, INC. AND SUBSIDIARIES**
**NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS**
**AS
OF AND FOR THE YEARS ENDED DECEMBER 31, 2025 AND 2024**
The
net deferred tax assets and liabilities arising from temporary differences are as follows:
Schedule
of Deferred Tax Assets and Liabilities
_(in millions)_
| Line item | December 31, 2025 | December 31, 2024 |
| --- | --- | --- |
| Depreciation | $34.4 | $45.8 |
| Net operating losses | 30.7 | 19.7 |
| Other temporary differences | 1.5 | 0.7 |
| Intangible Assets | 5.9 | 7.4 |
| Interest limitation carry forward | 5.0 | 3.3 |
| Right of Use liability | 6.7 | 9.0 |
| Total gross deferred tax assets | 84.2 | 85.9 |
| Valuation allowance balance | (10.4) | (8.5) |
| Gross deferred tax assets | 73.8 | 77.4 |
| Other temporary differences | (1.5) | (1.1) |
| Right of Use asset | (7.0) | (8.9) |
| Gross deferred tax liabilities | (8.5) | (10.0) |
| Net deferred tax assets | $65.3 | $67.4 |
Changes
in the valuation allowance are as follows:
Schedule
of Changes in the Valuation Allowance
_(in millions)_
| Line item | December 31, 2025 | December 31, 2024 |
| --- | --- | --- |
| Beginning balance | $8.5 | $81.2 |
| Increase (decrease) | 1.9 | (5.3) |
| Reversal of allowance | — | (67.4) |
| Ending balance | $10.4 | $8.5 |
The
One Big Beautiful Bill Act (the “OBBBA”) was signed into law on July 4, 2025. The OBBBA contains significant tax law changes
with various effective dates affecting business taxpayers. Among the tax law changes that will impact the Company relate to the timing
and amount of interest expense deductions within global low-taxed income calculation, and deductions and foreign tax credit calculations
related to the global low-taxed income calculation. The tax provision was impacted by the timing and amount of interest expense deductions
within the global low-taxed income calculations in 2025.
As
of December 31, 2025 the Company’s cumulative state net operating losses are $48.6 million, which begin to expire in 2026. The utilization of
the Company’s state net operating losses may be subject to a limitation in the future due to the “change of ownership provisions”
under Section 382 of the Internal Revenue Code. As of December 31, 2025, the Company is not aware of an ownership change under Section
382.
As
of December 31, 2025 and 2024, the Company also has gross net operating losses in foreign jurisdictions, primarily the UK, totaling $110.7 million and $66.8 million, respectively. The majority of these net operating
losses have an unlimited carry forward period.
Management
evaluates both positive and negative evidence to estimate whether sufficient future taxable income will be available to utilize existing
deferred tax assets. A key piece of objective positive evidence considered is the cumulative income generated over a three-year period.
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. As of December
31, 2025, the Company maintains a valuation allowance of $8.2 million in the United States and $2.2 million in the United Kingdom. The remaining valuation allowance
relates 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
Company has not recognized deferred tax liabilities in respect of unremitted earnings that are considered indefinitely reinvested in
foreign subsidiaries. We do not provide for taxes on our undistributed earnings of foreign subsidiaries that have not been previously
taxed because we intend to invest such undistributed earnings indefinitely outside of the United States.
Currently,
there are no federal, state or foreign jurisdiction tax audits pending. The Company’s corporate federal and state tax returns from
2022 to 2024 remain subject to examination by tax authorities and the Company’s foreign tax returns from 2017 to 2024 remain subject
to examination by tax authorities.
In
accordance with ASC 740, the Company has evaluated its tax positions to determine if there are any uncertain tax positions. As of December
31, 2025 and 2024, the Company has no unrecognized tax benefits for uncertain tax positions and has
no accrued interest or penalties related to uncertain tax positions. The Company does not anticipate any material change in the total
amount of unrecognized tax benefits will occur within the next twelve months.
F-38
**INSPIRED
ENTERTAINMENT, INC. AND SUBSIDIARIES**
**NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS**
**AS
OF AND FOR THE YEARS ENDED DECEMBER 31, 2025 AND 2024**
**23.Related Parties**
Macquarie
Corporate Holdings Pty Limited (UK Branch) (“Macquarie UK”) (an arranger and lending party under our previous RCF Agreement)
and Macquarie Bank Limited (“Macquarie Bank”) (a party to our interest rate swap agreements, as described in Note 14) are
affiliates of MIHI LLC, which beneficially owned approximately 11.3% of our common stock as of December 31, 2025. Macquarie UK held11%
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 December 31, 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 years ended December 31, 2025 and 2024 (including non-utilization fees) amounted to $0.1 million and $0.2 million, respectively. With respect to Macquarie Bank, for
the year ended December 31, 2025, no periodic net settlements had occurred under the swap agreements,
and as of December 31, 2025, no amounts were payable to or receivable from Macquarie Bank.
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 and extended. The Company incurred consulting
fees totaling $0.2 million for each of the years ended December 31, 2025 and 2024.
**24.Leases**
*The
Company as Lessee*
The
Company is party to operating leases with third parties with respect to various real estate and vehicle assets. Both real estate and
vehicle leases typically include a lease (of the property or vehicle) and a non-lease (provision of services) component which are accounted
for separately. Payment terms are typically fixed, however, certain leases may contain various provisions for increases in rental rates
based either on changes in a specific price index (such as the published Consumer Price Index CPI), a predetermined escalation schedule
or rate, or as a percentage of sales. Such variable lease payments are recognized as lease expense as they are incurred. We initially
measure the present value of the lease payments using the index at the lease commencement date. Additional payments based on the future
subsequent change in an index or rate, or payments based on a change in our portion of the operating expenses, including real estate
taxes and insurance, are recorded when incurred as variable payments.
The
lease term begins on the commencement date, which is the date the Company takes possession of the property. The Company’s lease
terms may include options to extend or terminate the lease. These options to extend or terminate are assessed on a lease-by-lease basis,
and the ROU assets and lease liabilities are adjusted when it is reasonably certain that the option to extend or terminate will be exercised.
The lease term is used to determine lease classification as an operating or finance lease and is used to calculate straight-line expense
for operating leases. The operating leases have remaining terms of 4 months to 12 years.
F-39
**INSPIRED
ENTERTAINMENT, INC. AND SUBSIDIARIES**
**NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS**
**AS
OF AND FOR THE YEARS ENDED DECEMBER 31, 2025 AND 2024**
The
Company is also party to finance leases with third parties with respect to gaming machines. Payment terms and interest rates are fixed
at lease inception. Minimum amounts of cash are required to be maintained in the Company’s bank accounts with respect to the finance
leases. The leases have remaining terms of between 1 month and 3.5 years.
The
components of lease expense were as follows:
Schedule
of Lease Expense
_(in millions)_
| Finance lease costs: | Year Ended December 31, 2025 | Year Ended December 31, 2024 |
| --- | --- | --- |
| Depreciation | 5.9 | 1.0 |
| Interest | 3.8 | 1.8 |
| Operating lease costs | 6.1 | 6.7 |
| Short-term lease costs | 1.5 | 1.6 |
| Variable lease costs | 2.0 | 2.3 |
| Total | $19.3 | $13.4 |
| Line item | December 31, 2025 | December 31, 2024 |
| --- | --- | --- |
| Weighted average remaining lease term – finance leases | 40.2 months | 50.0 months |
| Weighted average remaining lease term – operating leases | 73.6 months | 77.3 months |
| Weighted average discount rate – finance leases | 17.1% | 16.7% |
| Weighted average discount rate – operating leases | 9.9% | 9.5% |
Assets
leased under finance leases had a cost of $27.8 million and $21.4 million at December 31, 2025 and 2024, respectively, and accumulated
depreciation associated with these assets was $6.1 million and $2.7 million at December 31, 2025 and 2024, respectively.
Future
minimum finance lease payments as of December 31, 2025 were as follows:
Schedule
of Future Minimum Finance Lease Payments
| Year ending December 31, (in millions) | |
| --- | --- |
| $2026 | $7.2 |
| 2027 | 7.0 |
| 2028 | 6.9 |
| 2029 | 3.4 |
| Total future minimum lease payments | 24.5 |
| Less: imputed interest | (6.4) |
| Total | $18.1 |
Future
minimum operating lease payments as of December 31, 2025 were as follows:
Schedule
of Future Minimum Operating Lease Payments
| Year ending December 31, (in millions) | |
| --- | --- |
| $2026 | $3.0 |
| 2027 | 1.7 |
| 2028 | 1.4 |
| 2029 | 1.4 |
| 2030 | 1.3 |
| Thereafter | 3.3 |
| Total future minimum lease payments | 12.1 |
| Less: imputed interest | (3.1) |
| Total | $9.0 |
F-40
**INSPIRED
ENTERTAINMENT, INC. AND SUBSIDIARIES**
**NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS**
**AS
OF AND FOR THE YEARS ENDED DECEMBER 31, 2025 AND 2024**
*The
Company as Lessor*
Certain
of our arrangements include leases for equipment installed at customer locations. As the lessor, we combine lease and non-lease components
for all classes of underlying assets in arrangements that involve operating leases. The single combined component is accounted for under
ASC 606, *Revenue from Contracts with Customers* based on the consideration that the non-lease components are the predominant items
in the arrangements. If a component cannot be combined, the consideration is allocated between the lease component and the non-lease
component based on relative standalone selling price. The lease component is accounted for under ASC 842, *Leases* and the non-lease
component is accounted for under ASC 606.
Lease
income from operating leases is not material for any of the periods presented. Lease income from sales type leases is as follows:
Schedule
of Lease Income from Operating Lease
_(in millions)_
| Line item | Year Ended December 31, 2025 | Year Ended December 31, 2024 |
| --- | --- | --- |
| Interest receivable | $1.3 | $1.0 |
| Profit recognized at commencement date of sales type leases | 5.6 | 2.7 |
| Total | $6.9 | $3.7 |
Future
minimum sales type lease receivables as of December 31, 2025 were as follows:
Schedule
of Future Minimum Sales Type Lease Receivables
| Year ending December 31, (in millions) | |
| --- | --- |
| $2026 | $7.7 |
| 2027 | 4.9 |
| 2028 | 2.2 |
| 2029 | 0.3 |
| 2030 | 0.1 |
| Total future minimum lease receivables | 15.2 |
| Less: imputed interest | (1.0) |
| Total | $14.2 |
F-41
**INSPIRED
ENTERTAINMENT, INC. AND SUBSIDIARIES**
**NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS**
**AS
OF AND FOR THE YEARS ENDED DECEMBER 31, 2025 AND 2024**
**25.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.
**26.Pension Plan**
We
operate a defined contribution plan in the US and both defined benefit and defined contribution pension plans in the UK. The defined
contribution plan assets are held separately from those of the Company in an independently administered fund. The defined contribution
pension cost charge represents contributions payable by the Company and amounted to $3.5 million and $3.5 million for the years ended December 31, 2025 and 2024, respectively.
Contributions totaling $0.4 million and $0.4 million were payable to the fund as at December 31, 2025 and
2024, respectively.
The
defined benefit plan 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 in these consolidated financial statements. Retirement benefits are generally based
on a portion of an employee’s pensionable earnings during years prior to 2010.
The
latest triennial actuarial valuation of the plan as at March 31, 2024 was finalized in March 2025. The actuarial valuation revealed that
the statutory funding objective was not met, i.e. there were insufficient assets to cover the Plan’s Technical Provisions and there
was a funding shortfall of £2.0 million ($2.7 million) at the valuation date. Under the Recovery Plan and
Schedule of Contributions agreed between the Trustee and the Company on March 5, 2025, it was agreed that the shortfall will be met by
contributions of £0.6 million ($0.8 million) for the period April 1, 2024 to December 31, 2024
and £0.7 million ($0.9 million) for the year ended December 31, 2025. The Plan Actuary
will assess the funding position of the plan at March 31, 2026 and if the funding level at that point is less than 100% the Company will
pay a single lump sum contingent contribution calculated as the lower of the deficit calculated by the Plan Actuary at March 31, 2026
and £0.5 million ($0.7 million). This contingent contribution will be payable by October
31, 2026. The Company will also make expense contributions of £0.3 million ($0.4 million) per annum for the period covered by the Recovery Plan
and Schedule of Contributions.
F-42
**INSPIRED
ENTERTAINMENT, INC. AND SUBSIDIARIES**
**NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS**
**AS
OF AND FOR THE YEARS ENDED DECEMBER 31, 2025 AND 2024**
The
trustee has made an allowance for the pension plan liability profile when deciding the investment strategy of the pension plan. Since
the pension plan is closed to new entrants and ceased future accrual with effect from March 31, 2010, it has continued to mature gradually.
Therefore, the trustee reviews the investment strategy regularly to check whether any changes are needed. When considering the investment
strategy, the trustee has taken into account the effect of any possible increases in the deficit reduction contributions on the financial
position of the Company, and the extent to which the Company will be able to bear these changes.
The
plan’s investment policy is to maximize long-term financial return commensurate with security and minimizing risk, with an objective
of achieving a return of around 2.8% per annum above the return on UK Government bonds. This is achieved by holding a portfolio of marketable
investments that avoids over-concentration of investment and spreads assets both over industries and geographies. In setting investment
strategy, the trustees considered the lowest risk strategy that they could adopt in relation to the plan’s liabilities and designed
an asset allocation to achieve a higher return while maintaining a cautious approach to meeting the plan’s liabilities. The trustees
undertake periodic reviews of the investment strategy and take advice from their investment advisors. They consider a full range of asset
classes, the risks and rewards of a range of alternative asset allocation strategies, the suitability of each asset class and the need
for appropriate diversification. The current strategy is to hold 14.9% in a diversified growth fund, 15.5% in diversified credit, 6.8%
in synthetic equity, 2.5% in synthetic credit, 22.3% in core liability driven investment funds and 38% in a buy-in policy.
The
Company recognizes gains or losses on pension settlements if the cost of the settlements exceeds the sum of service and interest cost
for the year. Lump-sum settlements are monitored at the end of every quarter to determine whether settlement amounts have exceeded the
defined thresholds. In instances where the Company determines that it is probable that the lump settlements could exceed the sum of interest
and service cost for the year, the Company accounts for the settlements as they occur.
Our
pension benefit costs are calculated using various actuarial assumptions and methodologies. These assumptions include discount rates,
inflation, expected returns on plan assets, mortality rates and other factors. The assumptions used in recording the obligations under
our plans represent our best estimates, and we believe that they are reasonable, based on information as to historical experience and
performance as well as other factors that might cause future expectations to differ from past trends. Differences in actual experience
or changes in assumptions may affect our pension obligations and future expense. The principal factors contributing to actuarial gains
and losses each year are (1) changes in the discount rate used to value pension benefit obligations as of the measurement date and (2)
differences between the expected and the actual return on plan assets.
Our
valuation methodologies used for pension assets measured at fair value are as follows. There have been no changes in the methodologies
used at December 31, 2025 and December 31, 2024.
The
diversified fund is valued at fair value by using the net asset value (“NAV”) of shares held by the plan at the year end.
The NAV of the diversified fund is not publicly quoted. The majority of the underlying securities have observable Level 1 or 2 pricing
inputs, including quoted prices for similar assets in active or non-active markets. ASC 820 states that where NAV is allowed to be used
as an estimate of fair value, if the reporting entity has the ability to redeem its investment at NAV as of the measurement date, that
investment shall be categorized as a Level II fair value measurement. If the investment cannot be redeemed at the measurement date, but
may be redeemable in the future, but at an uncertain date, the investment shall be categorized as a Level 3 fair value measurement.
As
of December 31, 2025 and December 31, 2024, the diversified fund was redeemable at NAV as of the measurement dates.
With
respect to the buy-in contract, it was agreed during the year ended September 27, 2014, that 281 pensioners of the plan would be insured
by means of a pensioner buy-in. The pensioner buy-in contract is similar to an annuity contract, which matches cash flows with future
benefit payments for a specific group of pensioners, with the obligation remaining with the plan. The liabilities and assets in respect
of insured pensioners are assumed to match for the purposes of ASC 715, Pensions - Retirement Benefits, disclosures (i.e. the full benefits,
excluding the cost of equalization for Guaranteed Minimum Pensions, have been insured). The approach adopted has therefore been to include
within the total value of assets, an amount equal to the fair value of the buy-in assets and to set the buy-in portion of the total liability
(pension benefit obligation) equal to the fair value of the buy-in based on the actuarial assumptions adopted for ASC 715 purposes at
each measurement date. The buy-in contract is valued on an insurer pricing basis, reflecting assumptions on the purchase price adjusted
for changes in discount rates and other actuarial assumptions, which approximates fair value and is, therefore, classified as Level 3.
F-43
**INSPIRED
ENTERTAINMENT, INC. AND SUBSIDIARIES**
**NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS**
**AS
OF AND FOR THE YEARS ENDED DECEMBER 31, 2025 AND 2024**
The
following table sets forth the combined funded status of the pension plans and their reconciliation to the related amounts recognized
in our consolidated financial statements at the respective measurement dates:
Schedule
of Pension Plans and their Reconciliation
_(in millions)_
| Change in benefit obligation: | December 31, 2025 | December 31, 2024 |
| --- | --- | --- |
| Benefit obligation at beginning of period | $65.0 | $76.3 |
| Interest cost | 3.6 | 3.3 |
| Actuarial gain | (1.2) | (10.1) |
| Benefits paid | (3.8) | (3.5) |
| Foreign currency translation adjustments | 4.8 | (1.0) |
| Benefit obligation at end of period | $68.4 | $65.0 |
| Change in plan assets: | | |
| Fair value of plan assets at beginning of period | $68.5 | $74.3 |
| Actual gain (loss) on plan assets | 3.1 | (2.6) |
| Employer contributions | 1.3 | 1.5 |
| Benefits paid | (3.8) | (3.5) |
| Foreign currency translation adjustments | 5.1 | (1.2) |
| Fair value of assets at end of period | $74.2 | $68.5 |
| Amount recognized in the consolidated balance sheets: | | |
| Overfunded status (non-current) | $5.8 | $3.5 |
| Net amount recognized | $5.8 | $3.5 |
The
following table presents the components of our net periodic pension cost:
Schedule
of Defined Benefit Plans
_(in millions)_
| Line item | December 31, 2025 | December 31, 2024 |
| --- | --- | --- |
| Components of net periodic pension cost: | | |
| Interest cost | $3.6 | $3.4 |
| Expected return on plan assets | (4.5) | (3.9) |
| Amortization of net loss | 0.9 | 1.1 |
| Net periodic cost | — | $0.6 |
The
accumulated benefit obligation for all defined benefit pension plans was $68.4 million and $65.0 million as of December 31, 2025 and December 31, 2024, respectively.
The overfunded status of our defined benefit pension plan recorded as an asset in our consolidated balance sheets as of December 31,
2025 and December 31, 2024 was $5.8 million and $3.5 million, respectively.
The
estimated net loss, net transition asset (obligation) and prior service cost for the plan that will be amortized from accumulated other
comprehensive income into net periodic pension cost over the next fiscal year are $1.0 million, $nil and $nil,
respectively.
The
fair value of the plan assets at December 31, 2025 by asset category is presented below:
Schedule
of Fair Value of Plan Assets
_(in millions)_
| Line item | Level 1 | Level 2 | Level 3 | Total |
| --- | --- | --- | --- | --- |
| Diversified fund | — | $50.5 | — | $50.5 |
| Buy-in contract | — | — | 23.3 | 23.3 |
| Cash | 0.4 | — | — | 0.4 |
| Total | $0.4 | $50.5 | $23.3 | $74.2 |
The
fair value of the plan assets at December 31, 2024 by asset category is presented below:
_(in millions)_
| Line item | Level 1 | Level 2 | Level 3 | Total |
| --- | --- | --- | --- | --- |
| Diversified fund | — | $45.1 | — | $45.1 |
| Buy-in contract | — | — | 23.2 | 23.2 |
| Cash and other current assets | 0.2 | — | — | 0.2 |
| Total | $0.2 | $45.1 | $23.2 | $68.5 |
F-44
**INSPIRED
ENTERTAINMENT, INC. AND SUBSIDIARIES**
**NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS**
**AS
OF AND FOR THE YEARS ENDED DECEMBER 31, 2025 AND 2024**
Changes
in the value of Level 3 assets are as follows:
_December 31, 2025 · (in millions)_
| | | |
| --- | --- | --- |
| Beginning balance | $ | $23.2 |
| Actual return on plan assets still held | | 0.4 |
| Transfer of payments to the plan in respect of insured pensioner members | | (1.9) |
| Foreign currency translation adjustments | | 1.6 |
| Ending balance | $ | $23.3 |
The
table below presents the weighted-average actuarial assumptions used to determine the benefit obligation and net periodic benefit cost
for the Plan.
Schedule
of Benefit Obligation and Net Periodic Benefit Cost for Plan
| Line item | December 31, 2025 | December 31, 2024 |
| --- | --- | --- |
| Discount rate – non-insureds | 5.70% | 5.64% |
| Discount - insureds | 5.14% | 4.98% |
| Expected return on assets | 5.80% | 6.40% |
| RPI inflation | 2.87% | 3.13% |
| CPI inflation – pre 2030 | 1.87% | 2.13% |
| CPI inflation – post 2030 | 2.67% | 2.93% |
| Pension increases – pre-2006 service | 2.78% | 2.97% |
| Pension increases – post-2006 service | 1.92% | 2.01% |
| Pension increases – post 1988 GMP – pre 2030 | 1.69% | 1.83% |
| Pension increases – post 1988 GMP – post 2030 | 2.09% | 2.21% |
The
following benefit payments are expected to be paid:
Schedule
of Benefit Payments are Expected to be Paid
_(in millions)_
| | |
| --- | --- |
| $2026 | $4.0 |
| 2027 | 4.0 |
| 2028 | 4.0 |
| 2029 | 4.4 |
| 2030 | 4.4 |
| 2031 to 2035 | 25.3 |
| Total benefit payments | $46.1 |
**27.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 and the President and Chief Executive 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
accounting policies of the segments are the same as those described in the “Summary of Significant Accounting Policies.”
F-45
**INSPIRED
ENTERTAINMENT, INC. AND SUBSIDIARIES**
**NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS**
**AS
OF AND FOR THE YEARS ENDED DECEMBER 31, 2025 AND 2024**
The
following tables present revenue, cost of sales, excluding depreciation and amortization, staff-related selling, general and administrative
expenses, non-staff related selling, general and administrative expenses, labor costs capitalized, depreciation and amortization, stock-based
compensation expense, other segment items, operating profit/(loss), and total capital and other long-lived asset expenditures for the
years ended December 31, 2025 and December 31, 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. Asset information by reportable segment is not given as this information is not provided to the Company’s
chief decision-making group due to it not being considered necessary in order for the group to assess the reportable segments’
performance or to make decisions concerning the allocation of resources.
***Segment
Information***
Schedule
of Segment Reporting Information by Segment
**Year
Ended December 31, 2025**
_(in millions)_
| Line item | Gaming | Virtual Sports | Interactive | Leisure | Corporate Functions | Total |
| --- | --- | --- | --- | --- | --- | --- |
| Revenue: | | | | | | |
| Service | $88.8 | $36.6 | $58.6 | $94.6 | — | $278.6 |
| Product sales | 23.5 | — | — | 2.0 | — | 25.5 |
| Total segment revenue | 112.3 | 36.6 | 58.6 | 96.6 | — | 304.1 |
| Cost of sales, excluding depreciation and amortization: | | | | | | |
| Cost of service | (20.6) | (2.1) | (2.9) | (44.6) | — | (70.2) |
| Cost of product sales | (15.4) | — | — | (0.9) | — | (16.3) |
| Staff-related selling, general and administrative expenses | (16.1) | (9.3) | (11.2) | (15.4) | (17.7) | (69.7) |
| Non-staff related selling, general and administrative expenses | (11.7) | (2.1) | (6.9) | (14.6) | (14.5) | (49.8) |
| Labor costs capitalized | 6.5 | 3.7 | 3.0 | 0.1 | — | 13.3 |
| Stock-based compensation expense | (1.2) | (0.4) | (0.7) | (0.5) | (3.9) | (6.7) |
| Depreciation and amortization | (24.0) | (7.8) | (5.2) | (12.5) | (2.9) | (52.4) |
| Loss on sale of business | — | — | — | (6.6) | — | (6.6) |
| Other segment items | (2.2) | — | — | (0.5) | (12.5) | (15.2) |
| Segment operating income (loss) | 27.6 | 18.6 | 34.7 | 1.1 | (51.5) | 30.5 |
| Net operating income | | | | | | $30.5 |
| Total goodwill at beginning of period | $12.0 | 44.0 | 1.8 | 20.5 | — | 78.3 |
| Accumulated goodwill impairment losses | — | — | — | (20.5) | — | (20.5) |
| Total goodwill at beginning of period, net | 12.0 | 44.0 | 1.8 | — | — | 57.8 |
| Foreign currency translation adjustments | 0.9 | 3.3 | 0.1 | — | — | 4.3 |
| Total goodwill at December 31, 2025, net | $12.9 | $47.3 | $1.9 | — | — | $62.1 |
| Total capital and other long-lived asset expenditures for the year ended December 31, 2025 | $29.2 | $3.5 | $1.1 | $7.7 | $5.1 | $46.6 |
**Year
Ended December 31, 2024**
_(in millions)_
| Line item | Gaming | Virtual Sports | Interactive | Leisure | Corporate Functions | Total |
| --- | --- | --- | --- | --- | --- | --- |
| Revenue: | | | | | | |
| Service | $74.7 | $45.4 | $39.3 | $99.2 | — | $258.6 |
| Product sales | 35.9 | — | — | 2.6 | — | 38.5 |
| Total revenue | 110.6 | 45.4 | 39.3 | 101.8 | — | 297.1 |
| Cost of sales, excluding depreciation and amortization: | | | | | | |
| Cost of service | (20.0) | (1.7) | (1.7) | (46.9) | — | (70.3) |
| Cost of product sales | (21.2) | — | — | (0.8) | — | (22.0) |
| Staff-related selling, general and administrative expenses | (18.1) | (9.2) | (8.9) | (16.8) | (12.5) | (65.5) |
| Non-staff related selling, general and administrative expenses | (10.5) | (2.7) | (5.4) | (14.8) | (17.6) | (51.0) |
| Labor costs capitalized | 4.5 | 4.3 | 2.3 | 0.8 | — | 11.9 |
| Stock-based compensation expense | (0.9) | (0.5) | (0.4) | (0.6) | (5.2) | (7.6) |
| Depreciation and amortization | (16.8) | (5.6) | (5.5) | (12.9) | (2.5) | (43.3) |
| Other segment items | (3.7) | — | — | — | (14.9) | (18.6) |
| Segment operating income (loss) | 23.9 | 30.0 | 19.7 | 9.8 | (52.7) | 30.7 |
| Net operating income | | | | | | $30.7 |
| Total goodwill at beginning of period | $12.2 | 44.8 | 1.8 | 20.5 | — | 79.3 |
| Accumulated goodwill impairment losses | — | — | — | (20.5) | — | (20.5) |
| Total goodwill at beginning of period, net | 12.2 | 44.8 | 1.8 | — | — | 58.8 |
| Foreign currency translation adjustments | (0.2) | (0.8) | — | — | — | (1.0) |
| Total goodwill at December 31, 2024, net | $12.0 | $44.0 | $1.8 | — | — | $57.8 |
| Total capital and other long-lived asset expenditures for the year ended December 31, 2024 | $9.4 | $9.6 | $1.7 | $11.5 | $4.3 | $36.5 |
F-46
**INSPIRED
ENTERTAINMENT, INC. AND SUBSIDIARIES**
**NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS**
**AS
OF AND FOR THE YEARS ENDED DECEMBER 31, 2025 AND 2024**
***Geographic
Information***
Geographic
information for revenue is set forth below:
Schedule
of Geographic Information
_(in millions)_
| Line item | Year Ended December 31, 2025 | Year Ended December 31, 2024 |
| --- | --- | --- |
| Total revenue | | |
| UK | $209.7 | $217.0 |
| Greece | 27.1 | 21.3 |
| Rest of world | 67.3 | 58.8 |
| Total | $304.1 | $297.1 |
| Total revenue | $304.1 | $297.1 |
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:
_(in millions)_
| Line item | December 31, 2025 | December 31, 2024 |
| --- | --- | --- |
| UK | $110.9 | $115.1 |
| Greece | 23.8 | 12.7 |
| Rest of world | 19.8 | 25.5 |
| Total | $154.5 | $153.3 |
| Total non-current assets | $154.5 | $153.3 |
Software
development costs are included as attributable to the market in which they are utilized.
**28.Customer Concentration**
During
the year ended December 31, 2025 and December 31, 2024 no customers represented at least 10% of revenue.
At
December 31, 2025 no customers represented at least 10% of the Company’s accounts receivable. At December 31, 2024 there was one
customer that represented at least 10% of the Company’s accounts receivable, accounting for 16%
of the Company’s accounts receivable.
**29.Restructuring Activities**
During
the fourth quarter of 2025, linked to the non-renewal of two significant customer contracts and the Virtuals studio restructure, the
Company completed a consultation process that resulted in a number of employees leaving the business. Costs associated with these activities
are recognized in the Consolidated Statements of Operations and Comprehensive Loss in Selling, general and administrative activities.
Restructuring
charges by type are as follows:
Schedule
of Restructuring Activities
_(in millions)_
| At January 1, 2025 | Redundancy / — | Property Closure / — | Equipment Novation / — | Other Costs / — | Total / — |
| --- | --- | --- | --- | --- | --- |
| Costs charged to expense | 3.4 | 0.9 | (0.5) | 0.3 | 4.1 |
| Costs paid or otherwise settled | (2.2) | — | 0.5 | (0.3) | (2.0) |
| Amounts payable at December 31, 2025 | $1.2 | 0.9 | — | — | $2.1 |
Restructuring
charges by segment are as follows:
_(in millions)_
| At January 1, 2025 | Gaming / — | Virtual Sports / — | Interactive / — | Leisure / — | Corporate Functions / — | Total / — |
| --- | --- | --- | --- | --- | --- | --- |
| Costs charged to expense | 1.4 | 0.2 | 0.1 | 2.2 | 0.2 | 4.1 |
| Costs paid or otherwise settled | (0.7) | (0.1) | — | (1.1) | (0.1) | (2.0) |
| Amounts payable at December 31, 2025 | $0.7 | 0.1 | 0.1 | 1.1 | 0.1 | $2.1 |
Costs
charged to expense above represent the total amount expected to be incurred in connection with these activities.
**30.Subsequent Events**
The
Company evaluates subsequent events and transactions that occur after the balance sheet date up to the date that the financial statements
were issued. Other than as described below, the Company did not identify subsequent events that would have required adjustment or disclosure
in the consolidated financial statements.
On
March 6, 2026, as permitted by the Notes Purchase Agreement described in Note 13, the Company repaid £10.0 million ($13.3 million) principal, and associated accrued interest of £0.2 million ($0.3
million), of its issued and outstanding Senior Notes. As permitted by the Notes Purchase Agreement, the repayment was made without penalty
using some of the funds received from the sale of the holiday parks and certain associated leisure assets.
F-47
**Part
iv**