Quarterly Report for Quarter Ending March 31, 2026 (Form 10-Q)

MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The following discussion and analysis of our financial condition and results of operations should be read in conjunction with the financial statements and related notes thereto included elsewhere in this report. This discussion contains forward-looking statements that involve risks and uncertainties. Our actual future results could differ materially from the historical results discussed below. Factors that could cause or contribute to such differences include, but are not limited to, those identified below and those discussed in the section titled "Risk Factors" included elsewhere in this report.

Forward-Looking Statements

We make forward-looking statements in this Management's Discussion and Analysis of Financial Condition and Results of Operations. For definitions of the term "forward-looking statements", see the definitions provided in the "Cautionary Note Regarding Forward-Looking Statements" at the forepart of this report.

Revenue

We generate revenue in four principal ways: i) on a participation basis, ii) on a fixed rental fee basis, iii) through product sales and iv) through software license fees. Participation revenue generally includes a right to receive a share of our customers' gaming revenue, typically as a share of net win but sometimes as a share of the handle or "coin in" which represents the total amount wagered.

Geographic Range

Geographically, the majority of our revenue is derived from, and the majority of our non-current assets are attributable to, our UK operations. The remainder of our revenue is derived from, and non-current assets attributable to, Greece and the rest of the world (including North America).

For the three-months ended March 31, 2026, we derived approximately 60% of our revenue from the UK (including customers headquartered in the UK but whose revenue is generated globally), 11% from Greece, and the remaining 29% across the rest of the world. For the three-months ended March 31, 2025, we derived approximately 65% of our revenue from the UK (including customers headquartered in the UK but whose revenue is generated globally), 10% from Greece, and the remaining 25% across the rest of the world.

As of March 31, 2026, our non-current assets (excluding goodwill) were attributable as follows: 70% to the UK, 17% to Greece and 13% across the rest of the world. As of March 31, 2025, our non-current assets (excluding goodwill) were attributable as follows: 74% to the UK, 11% to Greece and 15% across the rest of the world.

Foreign Exchange

Our results are affected by changes in foreign currency exchange rates as a result of the translation of foreign functional currencies into our reporting currency and the re-measurement of foreign currency transactions and balances. The impact of foreign currency exchange rate fluctuations represents the difference between current rates and prior-period rates applied to current activity. The geographic region in which the largest portion of our business is operated is the UK and the British pound ("GBP") is considered to be our functional currency. Our reporting currency is the U.S. dollar ("USD"). Our results are translated from our functional currency of GBP into the reporting currency of USD using average rates for profit and loss transactions and applicable spot rates for period-end balances. The effect of translating our functional currency into our reporting currency, as well as translating the results of foreign subsidiaries that have a different functional currency into our functional currency, is reported separately in Accumulated Other Comprehensive Income.

During the three-months ended March 31, 2026, we derived approximately 40% of our revenue from sales to customers outside the UK, compared to 35% during the three months ended March 31, 2025.

In the section "Results of Operations" below, currency impacts shown have been calculated as the current-period average GBP:USD rate less the equivalent average rate in the prior period, multiplied by the current period amount in our functional currency (GBP). The remaining difference, referred to as functional currency at constant rate, is calculated as the difference in our functional currency, multiplied by the prior-period average GBP:USD rate. This is not a U.S. GAAP measure but is one which management believes gives a clearer indication of results. In the tables below, variances in particular line items from period to period exclude currency translation movements, and currency translation impacts are shown independently.

Non-GAAP Financial Measures

We use certain financial measures that are not compliant with U.S. GAAP ("Non-GAAP financial measures"), including EBITDA and Adjusted EBITDA, to analyze our operating performance. In this discussion and analysis, we present certain Non-GAAP financial measures, define and explain these measures and provide reconciliations to the most comparable U.S. GAAP measures. See "Non-GAAP Financial Measures" below.

Seasonality

Our results of operations can fluctuate due to seasonal trends and other factors. Sales of our gaming machines can vary quarter on quarter due to both supply and demand factors.

Results of Operations

Our results are affected by changes in foreign currency exchange rates, primarily between our functional currency (GBP) and our reporting currency (USD). During the three-month period ended March 31, 2026 and March 31, 2025, the average GBP:USD rates were 1.35 and 1.26, respectively.

The following discussion and analysis of our results of operations has been organized in the following manner:

	●	a discussion and analysis of the Company's results of operations for the three-month period ended March 31, 2026, compared to the same period in 2025; and
	●	a discussion and analysis of the results of operations for each of the Company's segments (Retail Solutions, Virtual Sports and Interactive) for the three-month period ended March 31, 2026, compared to the same period in 2025, including key performance indicator ("KPI") analysis.

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

For all reported variances, refer to the overall company and segment tables shown below. All variances discussed in the overall company and segment results are on a functional currency (at constant rate) basis, which excludes the impact of any changes in foreign currency exchange rates.

Change to Reportable Segments

During the three-month period ended March 31, 2026, the CODM began reviewing the operational results of the business in a new structure. As a result, the Company now reports the following three reportable segments, Retail Solutions, Virtual Sports, and Interactive, down from the previous four reportable segments. This change in operating segments is reflected starting with the reporting period ended March 31, 2026. Additionally, the Company will recast historical results of prior comparative periods to reflect the change in reportable segments, beginning with the period ended March 31, 2026, as required by ASC 280-10-34 for both Quarterly Reports on Form 10-Q and Annual Reports on Form 10-K.

Key Events

During the three-month period ended March 31, 2026, the Retail Solutions segment completed the installation of 574 Vantage terminals for JenningsBet in the UK LBO market. Within the same segment, the Company secured an order from Genting Casino for 300 of its new Velos terminals, with delivery expected to commence in the second half of 2026. This order follows a smaller initial order of 100 terminals delivered in the fourth quarter of 2025 following a successful trial.

During the three-month period ended March 31, 2026, the Company signed a multi-year extension of its long-standing Virtual Sports agreement with bet365, one of the world's leading online gambling operators. The extension is expected to support continued collaboration to develop Virtual Sports innovations, including the anticipated launch of an enhanced Virtual Soccer product featuring a BetBuilder functionality, timed to coincide with the start of the 2026 FIFA World Cup. Separately, in partnership with Gametech, the Company launched an expansion of its Virtual Sports Horse Racing and Greyhounds content to Turkish online operators and independent retailers, expanding distribution across Turkish online and retail channels. The Company also extended its long-standing partnership with Entain, the global sports betting and gaming group, with a multi-year agreement, introducing the upgraded Virtual Soccer product with BetBuilder.

During the three-month period ended March 31, 2026, the Interactive segment launched a new Lottery platform, STRATA™, on the Google Cloud Platform and deployed with LEIDSA (Loteria Electrônica Internacional Dominicana S.A.), a leading electronic lottery operator, and WLA member in the Dominican Republic.

Overall Company Results

Three Months Ended March 31, 2026, compared to Three Months Ended March 31, 2025

		For the Three-Month								Variance
		Period Ended								March 31, 2026 vs March 31, 2025
(In millions)		March 31, 2026				March 31, 2025				Variance Attributable to Currency Movement				Variance on a Functional currency basis				Total Functional Currency Variance %				Total Reported Variance %
Revenue:
Service		$	53.3			$	57.0			$	3.4			$	(7.1	)			(12	)%			(6	)%
Product			3.9				3.4				0.2				0.3				9	%			15	%
Total revenue			57.2				60.4				3.6				(6.8	)			(11	)%			(5	)%
Cost of Sales, excluding depreciation and amortization:
Cost of Service			(8.6	)			(15.0	)			(0.4	)			6.8				(45	)%			(43	)%
Cost of Product			(2.6	)			(2.9	)			(0.1	)			0.4				(14	)%			(10	)%
Staff-related selling, general and administrative expenses			(12.8	)			(15.2	)			(1.0	)			3.4				(22	)%			(16	)%
Non-staff related selling, general and administrative expenses			(12.4	)			(12.4	)			(0.9	)			0.9				(7	)%			-	%
Labor costs capitalized			2.8				3.5				0.1				(0.8	)			(23	)%			(20	)%
Other segment items:
Stock-based compensation			(1.4	)			(1.4	)			(0.1	)			0.1				(7	)%			-	%
Depreciation and amortization			(12.5	)			(10.6	)			(0.8	)			(1.1	)			10	%			18	%
Other selling, general and administrative expenses			(0.5	)			(4.8	)			-				4.3				(90	)%			(90	)%
Net operating Income / (Loss)			9.2				1.6				0.4				7.2				450	%			475	%
Other income (expense)
Interest expense, net			(10.5	)			(7.0	)			(0.7	)			(2.8	)			40	%			50	%
Other finance income (expense)			0.1				0.2				-				(0.1	)			(50	)%			(50	)%
Total other income (expense), net			(10.4	)			(6.8	)			(0.7	)			(2.9	)			43	%			53	%
Net Loss from continuing operations before income taxes			(1.2	)			(5.2	)			(0.3	)			4.3				(83	)%			(77	)%
Income tax income (expense)			0.7				5.1				(0.1	)			(4.3	)			(84	)%			(86	)%
Net Loss		$	(0.5	)		$	(0.1	)		$	(0.4	)		$	-				-	%			400	%
Exchange Rate - $ to £			1.35				1.26

See "Segments Results" below for a more detailed explanation of the significant changes in our components of revenue within the individual segment results of operations.

Revenue (for the Three-Months Ended March 31, 2026, compared to the Three-Months Ended March 31, 2025)

Consolidated Reported Revenue by Segment

For the three-month period ended March 31, 2026, revenue on a functional currency (at constant rate) basis decreased by $6.8 million, or 11% compared to the three-month period ended March 31, 2025.

For the three-month period ended March 31, 2026, compared to the three-month period ended March 31, 2025, Retail Solutions revenue declined by $9.8 million, predominantly due to a decrease in service revenue of $10.1 million, mainly due to the sale of the UK holiday parks business and certain associated leisure assets, and pub operator model change. This was partially offset by product sales increase of $0.3 million (reflecting the variable nature of terminal sales). Virtual Sports revenue declined by $0.6 million, due to a decrease in online revenue, while Interactive revenue grew by $3.5 million due to growth in the UK, mainland Europe and North American markets.

Cost of Sales, excluding depreciation and amortization

Cost of sales, excluding depreciation and amortization, for the three-month period ended March 31, 2026, compared to the three-month period ended March 31, 2025, decreased by $7.2 million, or 40%, predominantly driven by a $6.8 million decrease in cost of service, mainly due to the sale of the UK holiday parks business and certain leisure assets and pub operator business model restructuring, and a $0.4 million decrease in cost of product, attributable to the same restructuring activity.

Staff-related selling, general and administrative expenses

Staff-related selling, general and administrative expenses for the three-month period ended March 31, 2026, decreased by $3.4 million, or 22% compared to the three-month period ended March 31, 2025, predominantly related to the sale of the UK holiday parks business and certain leisure assets.

Non-staff related selling, general and administrative expenses

Non-Staff related selling, general and administrative expenses for the three-month period ended March 31, 2026 decreased by $0.9 million, or 7% compared with the three-month period ended March 31, 2025, mainly driven by lower fleet costs of $0.8 million, facility costs of $0.6 million (both related to the sale of the UK holiday parks business and certain leisure assets and pub operator business model restructuring activity) and storage costs of $0.3 million partially offset by higher professional fees of $0.8 million.

Stock-based compensation

During the three-month period ended March 31, 2026, and March 31, 2025, the Company recorded expenses of $1.4 million. All expenses related to outstanding awards.

Depreciation and amortization

Depreciation and amortization for the three-month period ended March 31, 2026, increased by $1.1 million, mainly driven by increases in Virtual Sports of $0.7 million and Interactive of $0.2 million for increased software development and intangible assets.

Other selling, general and administrative expenses

Other selling, general and administrative expenses for the three-month period ended March 31, 2026 decreased by $4.3 million, or 90% compared with the three-month period ended March 31, 2025, primarily driven by the timing of costs relating to the restatement of previously issued financial statements and expense relating to restructuring costs during the three-month period ended March 31, 2025.

Net operating income

During the three-month period ended March 31, 2026, net operating income was $9.2 million, an increase of $7.2 million, compared to the three-month period ended March 31, 2025. This was predominantly due to a lower staff related selling, general and administrative expenses (due to sale of the UK holiday parks business and certain leisure assets), and timing of costs relating to the restatement of previously issued financial statements during the three-month period ended March 31, 2025.

Net Loss

For the three-month period ended March 31, 2026, net loss was $0.5 million, compared to net loss of $0.1 million in the three-month period ended March 31, 2025. The increase in net loss was primarily driven by a decrease of income tax benefit of $4.3 million (the effective tax rate in any given year is influenced by a variety of factors including the level of pre-tax income or loss, the income mix between jurisdictions, and any discrete items that may occur), and higher interest expense of $2.8 million, partially offset by the increase of net operating income of $7.2 million.

Deferred Tax

The Company maintains a valuation allowance related to capital loss carryovers in the United Kingdom, state net operating losses unable to be utilized in the United States, and United States interest expected to be limited under Section 163(j).

Segment Results (for the Three-Months Ended March 31, 2026, compared to the Three-Months Ended March 31, 2025)

Retail Solutions

We generate revenue from our Retail Solutions segment through the delivery of our gaming terminals preloaded with proprietary gaming software, server-based content, as well as services such as terminal repairs, maintenance, software updates and upgrades on a when and if available basis and content development. We receive rental fees for machines, typically in conjunction with long-term contracts, on both a participation and fixed fee basis. Our participation contracts are typically structured to pay us a percentage of net win (defined as net revenue to our operator customers, after deducting player winnings, free bets or plays and any relevant regulatory levies) from gaming terminals placed in our customers' facilities. Typically, we recognize revenue from these arrangements on a daily basis over the term of the contract.

Revenue growth for our Retail Solutions business is principally driven by changes in (i) the number of operator customers we have, (ii) the number of Retail Solutions machines in operation, (iii) the net win performance of the machines and (iv) the net win percentage that we receive pursuant to our contracts with our customers.

Retail Solutions, Key Performance Indicators

		For the Three-Month Period Ended								Variance March 31, 2026 vs March 31, 2025
Retail Solutions		March 31, 2026				March 31, 2025								%
End of period installed base (# of terminals) (2)			39,056				42,090				(3,034	)			(7.2	)%
Total Retail Solutions - Average installed base (# of terminals) (2)			39,142				42,065				(2,923	)			(6.9	)%
Participation - Average installed base (# of terminals) (2)			31,526				30,842				684				2.2	%
Fixed Rental - Average installed base (# of terminals)			12,596				14,226				(1,630	)			(11.5	)%
Service Only - Average installed base (# of terminals)			8,666				9,939				(1,273	)			(12.8	)%
Customer Gross Win per unit per day (1) (2)		£	101.8			£	99.0			£	2.8				2.8	%
Customer Net Win per unit per day (1) (2)		£	74.9			£	73.1			£	1.8				2.5	%
Inspired Blended Participation Rate			6.0	%			6.5	%			(0.5	)%			(7.7	)%
Inspired Fixed Rental Revenue per Retail Solutions Machine per week		£	35.9			£	49.7			£	(13.8	)			(27.8	)%
Inspired Service Rental Revenue per Retail Solutions Machine per week		£	8.2			£	8.7			£	(0.5	)			(5.7	)%
Retail Solutions Long term license amortization (£'m)		£	968.1			£	464.5			£	503.6				108.4	%
Number of Machine sales			519				313				206				65.8	%
Average selling price per terminal		£	5,124			£	6,192			£	(1,068	)			(17.2	)%
Total Holiday Parks Revenue (£'m)		£	-			£	2.9				(2.9	)			(100	)%

(1)	Includes all SBG terminals in which the Company takes a participation revenue share across all territories.
(2)	Includes approximately 2,500 lottery terminals where the revenue share is on handle instead of net win.

In the table above:

"End of Period Installed Base" represent the number of gaming machines installed (excluding Holiday Park machines) that are Category B and Category C only (UK Gambling Act 2005 places machines into categories dependent on maximum stake and prize available), This is equal to the number of deployed Retail Solutions terminals at the end of each period that have been placed on a participation or fixed rental basis. Retail Solutions participation revenue, which comprises the majority of Retail Solutions Service revenue, is directly related to the participation terminal installed base. This is the medium by which our customers generate revenue and distribute a revenue share to the Company. To the extent all other KPIs and certain other factors remain constant, the larger the installed base, the higher the Company's revenue would be for a given period. Management gives careful consideration to this KPI in terms of driving growth across the segment. This does not include Service Only terminals.

Revenue is derived from the performance of the installed base as described by the Gross and Net Win KPIs.

If the End of Period Installed Base is materially different from the Average Installed Base (described below), we believe this gives an indication as to potential future performance. We believe the End of Period Installed Base is particularly useful for assessing new customers or markets, to indicate the progress being made with respect to entering new territories or jurisdictions.

"Total Retail Solutions - Average Installed Base" is the average number of deployed Retail Solutions terminals during the period consisting of both participation terminals and fixed rental terminals. Therefore, it is more closely aligned to revenue in the period. We believe this measure is particularly useful for assessing existing customers or markets to provide comparisons of historical size and performance. This does not include Service Only terminals.

"Participation - Average Installed Base" is the average number of deployed Retail Solutions terminals that generated revenue on a participation basis.

"Fixed Rental - Average Installed Base" is the average number of deployed Retail Solutions terminals that generated revenue on a fixed rental basis.

"Service Only - Average Installed Base" is the average number of terminals that generated revenue on a Service only basis.

"Customer Gross Win per unit per day" is a KPI used by our management to (i) assess impact on the Company's revenue, (ii) determine changes in the performance of the overall market and (iii) evaluate the impact of regulatory change and our new content releases on our customers. Customer Gross Win per unit per day is the average per unit cash generated across all Retail Solutions terminals in which the Company takes a participation revenue share across all territories in the period, defined as the difference between the amounts staked less winnings to players divided by the Average Installed Base in the period, then divided by the number of days in the period.

Retail Solutions revenue accrued in the period is derived from Customer Gross Win accrued in the period after deducting gaming taxes (defined as a regulatory levy paid by the Customer to government bodies) and applying the Company's contractual revenue share percentage.

Our management believes Customer Gross Win measures are meaningful because they represent a view of customer operating performance that is unaffected by our revenue share percentage and allow management to (1) readily view operating trends, (2) perform analytical comparisons and benchmarking between customers and (3) identify strategies to improve operating performance in the different markets in which we operate.

"Customer Net Win per unit per day" is Customer Gross Win per unit per day after giving effect to the deduction of gaming taxes.

"Inspired Blended Participation Rate" is the Company's average revenue share percentage across all participation terminals where revenue is earned on a participation basis, weighted by Customer Net Win per unit per day.

"Inspired Fixed Rental Revenue per Retail Solutions Machine per week" is the Company's average fixed rental amount across all fixed rental terminals where revenue is generated on a fixed fee basis, per unit per week.

"Inspired Service Rental Revenue per Retail Solutions Machine per week" is the Company's average service rental amount across all service only rental terminals where revenue is generated on a service only fixed fee basis, per unit per week.

"Retail Solutions Long term license amortization" is the upfront license fee per terminal which is typically spread over the life of the terminal.

Our overall Retail Solutions revenue from terminals placed on a participation basis can therefore be calculated as the product of the Participation - Average Installed Base, the Customer Net Win per unit per day, the number of days in the period, and the Inspired Blended Participation Rate, which is equal to "Participation Revenue".

"Number of Machine sales" is the number of terminals sold during the period.

"Average selling price per terminal" is the total revenue in GBP of the Retail Solutions terminals sold divided by the "number of Machine sales".

Retail Solutions, Recurring Revenue

Set forth below is a breakdown of our Retail Solutions recurring revenue. Retail Solutions recurring revenue principally consists of Retail Solutions participation revenue and fixed rental revenue.

		For the Three-Month Period Ended								Variance March 31, 2026 vs March 31, 2025
(In £ millions)		March 31, 2026				March 31, 2025								%
Retail Solutions Recurring Revenue
Total Retail Solutions Revenue		£	23.7			£	31.4			£	(7.7	)			(25	)%
Retail Solutions Participation Revenue		£	12.6			£	13.3			£	(0.7	)			(5	)%
Retail Solutions Project Recurring Revenue		£	0.1			£	0.2			£	(0.1	)			(63	)%
Other Fixed Fee Recurring Revenue		£	6.8			£	10.1			£	(3.3	)			(33	)%
Retail Solutions Long-term license amortization		£	1.0			£	0.5			£	0.5				100	%
Retail Solutions Holiday Parks Revenue		£	-			£	2.9			£	(2.9	)			(100	)%
Total Retail Solutions Recurring Revenue *		£	20.5			£	27.0			£	(6.5	)			(24	)%
Retail Solutions Recurring Revenue as a % of Total Retail Solutions Revenue †			86	%			86	%			-	%

In the table above:

"Retail Solutions Participation Revenue" includes our share of revenue generated from (i) our Retail Solutions terminals placed in gaming and lottery venues; and (ii) licensing of our game content and intellectual property to third parties.

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

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

"Retail Solutions Long term license amortization" - see the definition provided above.

"Total Retail Solutions Recurring Revenue" is equal to Retail Solutions Participation Revenue plus Retail Solutions Other Fixed Fee Recurring Revenue.

Retail Solutions, Service Revenue by Region

Set forth below is a breakdown of our Retail Solutions service revenue by geographic region. Retail Solutions Service revenue consists principally of Retail Solutions participation revenue, Retail Solutions other fixed fee revenue, Retail Solutions long-term license amortization and Retail Solutions other non-recurring revenue. See "Retail Solutions Segment Revenue" below for a discussion of Retail Solutions service revenue between the periods under review.

		For the Three-Month Period Ended								Variance
(In millions)		March 31, 2026				March 31, 2025				March 31, 2026 vs March 31, 2025								Total Functional Currency %
Service Revenue:
UK LBO		$	11.8			$	10.0			$	1.8				18	%			11	%
UK Holiday Parks			-				3.7				(3.7	)			(100	)%			(100	)%
UK Other			9.7				15.9				(6.2	)			(39	)%			(44	)%
Italy			0.4				0.4				-				-	%			-	%
Greece			4.8				4.6				0.2				4	%			(3	)%
Rest of the World			(0.1	)			0.3				(0.4	)			(133	)%			(167	)%
Lotteries			1.3				1.3				-				-	%			-	%
Total Service revenue		$	27.9			$	36.2			$	(8.3	)			(23	)%			(28	)%
Exchange Rate - $ to £			1.35				1.26

Note: Exchange rate in the table is calculated by dividing the USD total service revenue by the GBP total service revenue, therefore this could be slightly different from the average rate during the period depending on timing of transactions.

Retail Solutions, Results of Operations

		For the Three-Month Period Ended								Variance March 31, 2026 vs March 31, 2025
(In millions)		March 31, 2026				March 31, 2025				Variance Attributable to Currency Movement				Variance on a Functional currency basis				Total Functional Currency Variance %				Total Reported Variance %
Revenue:
Service		$	27.9			$	36.2			$	1.8			$	(10.1	)			(28)	%			(23)	%
Product			3.9				3.4				0.2				0.3				9	%			15	%
Total revenue			31.8				39.6				2.0				(9.8	)			(25	)%			(20	)%
Cost of Sales, excluding depreciation and amortization:
Cost of Service			(7.3	)			(13.9	)			(0.3	)			6.9				(50)	%			(47	)%
Cost of Product			(2.6	)			(2.9	)			(0.1	)			0.4				(14)	%			(10)	%
Total cost of sales			(9.9	)			(16.8	)			(0.4	)			7.3				(43)	%			(41)	%
Staff-related selling, general and administrative expenses			(4.5	)			(7.4	)			(0.5	)			3.4				(46)	%			(39)	%
Non-staff related selling, general and administrative expenses			(4.4	)			(6.4	)			(0.2	)			2.2				(34)	%			(31)	%
Labor costs capitalized			1.3				2.0				-				(0.7	)			(35)	%			(35)	%
Other segment items:
Stock-based compensation			(0.2	)			(0.3	)			-				0.1				(33)	%			(33)	%
Depreciation and amortization			(8.4	)			(7.9	)			(0.5	)			-				-	%			6	%
Other selling, general and administrative expenses			(0.3	)			(0.3	)			-				-				-	%			-	%
Net operating Income		$	5.4			$	2.5			$	0.4			$	2.5				100	%			116	%
Exchange Rate - $ to £			1.35				1.26

Note: Exchange rate in the table is calculated by dividing the USD total revenue by the GBP total revenue, therefore this could be slightly different from the average rate during the period depending on timing of transactions.

All variances discussed in the Retail Solutions results below are on a functional currency (at a constant rate) basis, which excludes the impact of any changes in foreign currency exchange rates.

Retail Solutions Revenue

During the three-month period ended March 31, 2026, Retail Solutions revenue decreased by $9.8 million, or 25% compared to the three-month period ended March 31, 2025. This was driven by a $10.1 million decrease in Service revenue, partially offset by a $0.3 million increase in Product revenue.

The decrease in Retail Solutions Service revenue, during three-month period ended March 31, 2026, compared to the three-month period ended March 31, 2025, was driven by the sale of the UK holiday parks business and certain associated leisure assets, as well as the pub operator business model restructuring, partially offset by an increase in UK LBO service revenue.

The Product revenue increase, for the three-month period ended March 31, 2026, compared to the three-month period ended March 31, 2025 was primarily driven by higher UK Product sales, with the prior year period containing lower volumes of hardware sales which tend to be more variable in nature.

Retail Solutions Operating / Net Income

Net income for the three-month period ended March 31, 2026, increased by $2.5 million compared to the three-month period ended March 31, 2025. The increase was primarily due to a reduction in staff-related selling, general and administrative expenses of $3.4 million and non-staff related selling, general and administrative expenses of $2.2 million, partially offset by the reduction in Service sales Gross Margin, driven by the sales of the UK holiday parks business and certain associated leisure assets, and pub operator business model restructuring.

Virtual Sports

We generate revenue from our Virtual Sports segment through our on-premise licensing solution and hosting of our products. We primarily receive fees on a participation basis. Our participation contracts are typically structured to pay us a percentage of net win (defined as net revenue to our operator customers, after deducting player winnings, free bets or plays and other promotional costs and any relevant regulatory levies) from Virtual Sports content placed on our customers' websites or in our customers' facilities. Typically, we recognize revenue from these arrangements on a daily basis over the term of the contract.

Revenue growth for our Virtual Sports segment is principally driven by the number of customers we have, the net win performance of the games and the net win percentage that we receive pursuant to our contracts with our customers.

Virtual Sports, Key Performance Indicators

		For the Three-Month Period Ended								Variance March 31, 2026 vs March 31, 2025
		March 31, 2026				March 31, 2025								%
Virtuals
No. of Live Customers at the end of the period			60				57				3				5.3	%
Average No. of Live Customers			60				57				3				5.3	%
Total Revenue (£'m)		£	6.4			£	6.9			£	(0.5	)			(7.2	)%
Total Revenue £'m - Retail		£	2.1			£	2.2			£	(0.1	)			(4.5	)%
Total Revenue £'m - Online Virtuals		£	4.4			£	4.7			£	(0.3	)			(6.4	)%

In the table above:

"No. of Live Customers at the end of the period" and "Average No. of Live Customers" represent the number of customers from which there is Virtual Sports revenue at the end of the period and the average number of customers from which there is Virtual Sports revenue during the period, respectively.

"Total Revenue (£m)" represents total revenue for the Virtual Sports segment, including recurring and upfront service revenue. Total revenue is also divided between "Total Revenue (£m) - Retail," which consists of revenue earned through players wagering at Virtual Sports venues, "Total Revenue (£m) - Online Virtuals," which consists of revenue earned through players wagering on Virtual Sports online.

Virtual Sports, Recurring Revenue

Set forth below is a breakdown of our Virtual Sports recurring revenue, which consists of Retail Virtuals and Online Virtuals recurring revenue as well as long-term license amortization. See "Virtual Sports Segment Revenue" below for a discussion of Virtual Sports Service revenue between the periods under review.

		For the Three-Month Period Ended								Variance March 31, 2026 vs March 31,2025
(In £ millions)		March 31, 2026				March 31, 2025								%
Virtual Sports Recurring Revenue
Total Virtual Sports Revenue		£	6.4			£	6.9			£	(0.5	)			(7.2	)%
Recurring Revenue - Retail Virtuals		£	1.9			£	2.0			£	(0.1	)			(5.0	)%
Recurring Revenue - Online Virtuals		£	4.3			£	4.7			£	(0.4	)			(8.5	)%
Total Virtual Sports Long-term license amortization		£	0.2			£	0.2			£	0.0				0.0	%
Total Virtual Sports Recurring Revenue		£	6.4			£	6.9			£	(0.5	)			(7.2	)%
Virtual Sports Recurring Revenue as a Percentage of Total Virtual Sports Revenue			100.0	%			100.0	%			(0.0	)%

"Recurring Revenue" includes our share of revenue generated from (i) our Virtual Sports products placed with operators; (ii) licensing our game content and intellectual property to third parties; and (iii) our games on third-party online gaming platforms that are interoperable with our game servers.

"Virtual Sports Long term license amortization" is the upfront license fee which is typically spread over the life of the contract.

Virtual Sports, Results of Operations

		For the Three-Month Period Ended								Variance March 31, 2026 vs March 31, 2025
(In millions)		March 31, 2026				March 31, 2025				Variance Attributable to Currency Movement				Variance on a Functional currency basis				Total Functional Currency Variance %				Total Reported Variance %
Service Revenue		$	8.7			$	8.7			$	0.6			$	(0.6	)			(7	)%			-	%
Cost of Service			(0.5	)			(0.5	)			(0.1	)			0.1				(20	)%			-	%
Staff-related selling, general and administrative expenses			(2.2	)			(2.2	)			(0.1	)			0.1				(5	)%			-	%
Non-staff related selling, general and administrative expenses			(0.5	)			(0.6	)			(0.1	)			0.2				(33	)%			(17	)%
Labor costs capitalized			0.6				0.9				-				(0.3	)			(33	)%			(33	)%
Other segment items:
Stock-based compensation			(0.2	)			(0.1	)			-				(0.1	)			100	%			100	%
Depreciation and amortization			(2.1	)			(1.3	)			(0.1	)			(0.7	)			54	%			62	%
Net operating Income		$	3.8			$	4.9			$	0.2			$	(1.3	)			(27	)%			(22	)%
Exchange Rate - $ to £			1.35				1.26

Note: Exchange rate in the table is calculated by dividing the USD service revenue by the GBP service revenue, therefore this could be slightly different from the average rate during the period depending on timing of transactions.

All variances discussed in the Virtual Sports results below are on a functional currency (at constant rate) basis, which excludes the impact of any changes in foreign currency exchange rates.

Virtual Sports Revenue

During the three-month period ended March 31, 2026, revenue decreased by $0.6 million, or 7% compared to the three-month period ended March 31, 2025, primarily driven by lower revenue from a key customer.

Virtual Sports Operating Income

During the three-month period ended March 31, 2026, net operating income decreased by $1.3 million compared to the three-month period March 31, 2025. This decline was primarily due to the decrease in gross margin of $0.5 million, and an increase in depreciation and amortization of $0.7 million for increased software development and intangible assets.

Interactive

We generate revenue from our Interactive segment through various gaming content made available via third-party aggregation platforms integrated with our remote gaming server or directly on the Company's remote gaming server platform, and services such as customer support, platform maintenance, updates and upgrades. Typically, we receive fees on a participation basis. Our participation contracts are usually structured to pay us a percentage of net win (defined as net revenue to our operator customers, after deducting player winnings, free bets or plays and other promotional costs and any relevant regulatory levies) from Interactive content placed on our customers' websites. Typically, we recognize revenue from these arrangements on a daily basis over the term of the contract.

Revenue growth for our Interactive segment is principally driven by the number of customers we have, the number of live games, the net win performance of the games and the net win percentage that we receive pursuant to our contracts with our customers.

Interactive, Key Performance Indicators

		For the Three-Month Period Ended								Variance March 31, 2026 vs March 31, 2025
Interactive		March 31, 2026				March 31, 2025								%
No. of Live Customers at the end of the period			217				190				27				14.2	%
Average No. of Live Customers			215				183				32				17.5	%
No. of Games available at the end of the period			347				323				24				7.4	%
Average No. of Games available			344				323				21				6.5	%
No. of Live Games at the end of the period			324				299				25				8.4	%
Average No. of Live Games			321				299				22				7.4	%
Total Revenue (£'m)		£	12.4			£	9.6			£	2.8				29.2	%

In the table above:

"No. of Live Customers at the end of the period" and "Average No. of Live Customers" represent the number of customers from which there is Interactive revenue at the end of the period and the average number of customers from which there is Interactive revenue during the period, respectively.

"No. of Games available at the end of the period" and "Average No. of Games available" represents the number of games that are available for operators to deploy at the end of the period (including inactive legacy games still available and new games that are available but have not yet gone live with any operators) and the average number of games that are available for operators to deploy during the period, respectively. This incorporates live games and inactive games.

"No. of Live Games at the end of the period" and "Average No. of Live Games" represents the number of games from which there is Interactive revenue at the end of the period and the average number of games from which there is Interactive revenue during the period, respectively.

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

Interactive, Results of Operations

		For the Three-Month Period Ended								Variance March 31, 2026 vs March 31, 2025
(In millions)		March 31, 2026				March 31, 2025				Variance Attributable to Currency Movement				Variance on a Functional currency basis				Total Functional Currency Variance %				Total Reported Variance %
Service Revenue		$	16.7			$	12.1			$	1.1			$	3.5				29	%			38	%
Cost of Service			(0.8	)			(0.6	)			-				(0.2	)			33	%			33	%
Staff-related selling, general and administrative expenses			(2.8	)			(2.4	)			(0.1	)			(0.3	)			13	%			17	%
Non-staff related selling, general and administrative expenses			(2.2	)			(2.0	)			(0.1	)			(0.1	)			5	%			10	%
Labor costs capitalized			0.9				0.6				-				0.3				50	%			50	%
Other segment items:
Stock-based compensation			(0.1	)			(0.1	)			-				-				-	%			-	%
Depreciation and amortization			(1.0	)			(0.7	)			(0.1	)			(0.2	)			29	%			43	%
Net operating Income		$	10.7			$	6.9			$	0.8			$	3.0				43	%			55	%
Exchange Rate - $ to £			1.35				1.26

Note: Exchange rate in the table is calculated by dividing the USD service revenue by the GBP service revenue, therefore this could be slightly different from the average rate during the period depending on timing of transactions.

All variances discussed in the Interactive results below are on a functional currency (at constant rate) basis, which excludes the impact of any changes in foreign currency exchange rates.

Interactive Revenue

During the three-month period ended March 31, 2026, revenue increased by $3.5 million, or 29% compared to the three-month period ended March 31, 2025, driven by recurring revenue growth in the UK, mainland Europe and North America.

Interactive Net Operating Income

Operating income for the three-month period ended March 31, 2026 increased by $3.0 million compared to the three-month period ended March 31, 2025. This increase was driven by the increase in revenue, partially offset by increases in cost of sales of $0.2 million, depreciation and amortization of $0.2 million and non-staff related selling, general and administrative expenses of $0.1 million.

Non-GAAP Financial Measures

We use certain non-GAAP financial measures, including EBITDA, to analyze our operating performance. We use these financial measures to manage our business on a day-to-day basis. We believe that these measures are also commonly used in our industry to measure performance. For these reasons, we believe that these non-GAAP financial measures provide expanded insight into our business, in addition to standard U.S. GAAP financial measures. There are no specific rules or regulations for defining and using non-GAAP financial measures, and as a result the measures we use may not be comparable to measures used by other companies, even if they have similar labels. The presentation of non-GAAP financial information should not be considered in isolation from, or as a substitute for, or superior to, financial information prepared and presented in accordance with U.S. GAAP. You should consider our non-GAAP financial measures in conjunction with our U.S. GAAP financial measures.

We define our non-GAAP financial measures as follows:

EBITDA is defined as net income (loss) excluding depreciation and amortization, interest expense, interest income and income tax expense.

Adjusted EBITDA is defined as net income (loss) excluding depreciation and amortization, interest expense, interest income and income tax expense, and other additional exclusions and adjustments (see Adjusted EBITDA reconciliation table). Such additional excluded amounts include stock-based compensation U.S. GAAP charges where the associated liability is expected to be settled in stock, and changes in the value of earnout liabilities and income and expenditure in relation to legacy portions of the business (being those portions where trading no longer occurs) including closed defined benefit pension schemes. Additional adjustments are made for items considered outside the normal course of business, including but not limited to (1) restructuring costs, which include charges attributable to employee severance, impairments, management changes, restructuring, dual running costs, costs related to facility closures and integration costs, (2) merger and acquisition costs and (3) gains or losses not in the ordinary course of business (4) the costs of the restatement of previously issued financial statements.

We believe Adjusted EBITDA, when considered along with other performance measures, is a particularly useful performance measure, because it focuses on certain operating drivers of the business, including sales growth, operating costs, selling and administrative expense and other operating income and expense. We believe Adjusted EBITDA can provide a more complete understanding of our operating results and the trends to which we are subject, and an enhanced overall understanding of our financial performance and prospects for the future. Adjusted EBITDA is not intended to be a measure of liquidity or cash flows from operations or a measure comparable to net income or loss, because it does not take into account certain aspects of our operating performance (for example, it excludes non-recurring gains and losses which are not deemed to be a normal part of underlying business activities). Our use of Adjusted EBITDA may not be comparable to the use by other companies of similarly termed measures. Management compensates for these limitations by using Adjusted EBITDA as only one of several measures for evaluating our operating performance. In addition, capital expenditures, which affect depreciation and amortization, interest expense, and income tax benefit (expense), are evaluated separately by management.

Functional Currency at Constant rate. Currency impacts discussed have been calculated as the current-period average GBP: USD rate less the equivalent average rate in the prior period, multiplied by the current period amount in our functional currency (GBP). The remaining difference, referred to as functional currency at constant rate, is calculated as the difference in our functional currency, multiplied by the prior-period average GBP: USD rate, as a proxy for functional currency at constant rate movement.

Currency Movement represents the difference between the results in our reporting currency (USD) and the results on a functional currency (at constant rate) basis.

Reconciliations from net loss, as shown in our Consolidated Statements of Operations and Comprehensive Income (Loss), to Adjusted EBITDA are shown below.

Reconciliation to Adjusted EBITDA by Segment for the Three Months Ended March 31, 2026

				For the Three-Month Period Ended March 31, 2026
(In millions)		Statutory Heading		Total				Retail Solutions				Virtual Sports				Interactive				Corporate
Net Income/ (loss)		Net Income		$	(0.5	)		$	5.4			$	3.8			$	10.7			$	(20.4	)
Pension charges (1)		Staff-related selling, general and administrative expenses		$	0.3																0.3
Cost of Group Restructure (2)		Other selling, general and administrative expenses		$	0.3				0.3
Cost of Group Restatement (3)		Other selling, general and administrative expenses
Stock-based compensation expense (4)		Stock-based compensation expense		$	1.4				0.2				0.2				0.1				0.9
Depreciation and amortization (4)		Depreciation and amortization		$	12.5				8.4				2.1				1.0				1.0
Interest expense net (4)		Interest expense net		$	10.5																10.5
Other finance expenses / (income) (4)		Other finance expenses / (income)		$	(0.1	)															(0.1	)
Income Tax (4)		Income Tax		$	(0.7	)															(0.7	)
Adjusted EBITDA				$	23.7			$	14.3			$	6.1			$	11.8			$	(8.5	)
Adjusted EBITDA				£	17.6			£	10.6			£	4.5			£	8.8			£	(6.3	)
Exchange Rate - $ to £ (6)					1.35

Note: Certain unallocated corporate function costs have not been allocated to the Company's reportable operating segments because these costs are not allocable and to do so would not be practical; these are shown in the Corporate category.

Reconciliation to Adjusted EBITDA by Segment for the Three Months Ended March 31, 2025

				For the Three-Month Period Ended March 31, 2025
(In millions)		Statutory Heading		Total				Retail Solutions				Virtual Sports				Interactive				Corporate
Net Income/ (loss)				$	(0.1	)		$	2.5			$	4.9			$	6.9			$	(14.4	)
Pension charges (1)		Staff-related selling, general and administrative expenses		$	0.2																0.2
Cost of Group Restructure (2)		Other selling, general and administrative expenses		$	0.6				0.3												0.3
Cost of Group Restatement (3)		Other selling, general and administrative expenses		$	4.0																4.0
Stock-based compensation expense (4)		Stock-based compensation expense		$	1.4				0.3				0.1				0.1				0.9
Depreciation and amortization (4)		Depreciation and amortization		$	10.6				7.9				1.3				0.7				0.7
Interest expense net (4)		Interest expense net		$	7.0																7.0
Other finance expenses / (income) (4)		Other finance expenses / (income)		$	(0.2	)															(0.2	)
Income tax (4)		Income tax		$	(5.1	)															(5.1	)
Adjusted EBITDA				$	18.4			$	11.0			$	6.3			$	7.7			$	(6.6	)
Adjusted EBITDA				£	14.6			£	8.8			£	5.0			£	6.2			£	(5.4	)
Exchange Rate - $ to £ (5)					1.26

Note: Certain unallocated corporate function costs have not been allocated to the Company's reportable operating segments because these costs are not allocable and to do so would not be practical; these are shown in the Corporate category.

Notes to Adjusted EBITDA reconciliation tables above:

(1)	"Pension charges" are profit and loss charges included within selling, general and administrative expenses, relating to a defined benefit scheme which was closed to new entrants in 1999 and to future accrual in 2010. As well as the amortization of net loss, the figure also includes charges relating to the Pension Protection Fund (which were historically borne by the pension scheme) and a small amount of associated professional services expenses. These costs are included within Corporate Functions.
(2)	"Cost of Group Restructure" include redundancy costs, payment in lieu of notice costs and any associated employer taxes. To qualify as an adjusting item, costs must be part of a large restructuring project, which will net save ongoing future costs or be in relation to the exit of an Executive.
(3)	"Cost of Group Restatement" includes accounting advice and other related costs associated with the restatement of financial statements. It also includes costs relating to the SEC inquiry that was subsequently concluded in January 2025. To qualify as an adjusting item, costs must be specific to the event and be neither normal nor recurring in nature.

(4)	Stock-based compensation expense, Depreciation and amortization, Total other expense, net and Income tax are as described above in the Results of Operations line item discussions. Total expense, net includes interest income, interest expense, change in fair value of earnout liability, change in fair value of derivative liability and other finance income.
(5)	Exchange rate in the table is calculated by dividing the USD Adjusted EBITDA by the GBP Adjusted EBITDA, therefore this could be slightly different from the average rate during the period depending on timing of transactions.

Liquidity and Capital Resources

Three Months Ended March 31, 2026, compared to Three Months Ended March 31, 2025

Cash Flow Summary - A Two Year Comparative

		Three-Months Ended								Variance
(in millions)		Mar 31, 2026				Mar 31, 2025				Mar 31, 2026 to Mar 31, 2025
Net loss		$	(0.5	)		$	(0.1	)		$	(0.4	)
Non-cash interest expense relating to senior debt			1.0				0.5				0.5
Change in fair value of derivative liabilities and stock-based compensation expense			1.4				1.4				-
Deferred income taxes			(0.2	)			(1.9	)			1.7
Depreciation and amortization (incl RoU assets)			13.0				11.4				1.6
Other net cash generated by operating activities			12.0				14.2				(2.2	)
Net cash inflow provided by operating activities			26.7				25.5				1.2
Net cash used in investing activities			(10.1	)			(15.1	)			5.0
Net cash used by financing activities			(16.7	)			(1.7	)			(15.0	)
Effect of exchange rates on cash			(0.9	)			1.0				(1.9	)
Net (decrease)/increase in cash and cash equivalents		$	(1.0	)		$	9.7			$	(10.7	)

Net Cash provided by Operating Activities

For the three-month period ended March 31, 2026, net cash inflow provided by operating activities was $26.7 million, compared to a $25.5 million inflow for the three-month period ended March 31, 2025, representing a $1.2 million increase in cash generation. The increase was driven primarily by higher depreciation and amortization and lower deferred income tax charges. This was partially offset by lower working capital generation, as the prior year benefitted from the collection of receivables related to machine hardware sales made at the end of 2024.

Non-cash interest expense increased by $0.5 million, to $1.0 million, due to the refinancing of the business in June 2025.

Change in the fair value of derivative liabilities and stock-based compensation expense remained constant at $1.4 million. All expenses related to outstanding awards.

Depreciation and amortization increased by $1.6 million, to $13.0 million, with increases of $0.6 million in both software development cost amortization and contract cost amortization and $0.5 million in non-machine depreciation. These were offset by a $0.2 million decrease in right of use asset amortization.

Other net cash generated by operating activities decreased by $2.2 million to an inflow of $12.0 million. The relative movements between the three-month period ended March 31, 2026 and the three-month period ended March 31, 2025 resulted in unfavorable movements of $14.4 million in accounts receivable and $12.1 million in accounts payable and accrued expenses. The adverse movements in accounts receivable were largely due to the collection of receipts in the prior year from hardware sales made at the end of 2024 and the unfavorable movements in accounts payable and accrued expenses were largely due to timing of higher procurement activity in the previous year and timing on supplier payments in the current year. These unfavorable movements were partly offset by favorable movements in prepayments and accrued income of $11.2 million, inventory of $4.4 million and corporate tax and other current taxes of $7.4 million.

Net Cash used in Investing Activities

Net cash utilized in investing activities decreased by $5.0 million, to $10.1 million in the three-month period ended March 31, 2026. This was driven by lower expenditure on plant, property and equipment ($5.5 million decrease) and on contract cost additions ($0.8 million decrease). These were partly offset by a $1.3 million increase in capitalized software.

Net Cash used by Financing Activities

During the three-month period ended March 31, 2026, net cash used by financing activities was $16.7 million, $15.0 million higher than the three-month period ended March 31, 2025 due to the voluntary repayment of £10.0 million ($13.3 million) of the long-term debt facility and the repurchase of shares $2.6 million. These were partly offset by a $0.9 million reduction in finance lease expenditure.

Funding Needs and Sources

To fund our obligations, historically we have relied on a combination of cash flows provided by operations and the incurrence of additional debt or the refinancing of existing debt. As of March 31, 2026, we had liquidity consisting of $42.3 million in cash, of which $1.2 million is restricted in escrow until November 2026 and a further $23.5 million of undrawn revolver facility. This compares to $39.0 million of cash as of March 31, 2025, with a further $6.5 million of revolver facilities undrawn. We had a working capital inflow of $12.0 million for the three-month period ended March 31, 2026, compared to a $14.2 million inflow for the three-month period ended March 31, 2025.

The level of our working capital surplus or deficit varies with the level of machine procurement we are undertaking and our capitalization as well as the seasonality experienced in some of the businesses in the prior year. In periods with minimal machine volumes and capital spend, our working capital is typically more stable. In periods where significant numbers of machines are being produced, the levels of inventory and creditors are typically higher and there is a natural timing difference between converting the stock into sellable or capitalized plant and settling payments to suppliers. These factors can result in significant working capital volatility. In periods of low activity, our working capital volatility is reduced. Working capital is reviewed and managed with the aim of ensuring that current liabilities are covered by the level of cash held and the expected level of short-term receipts.

Historically, some of our business operations require cash to be held within the machines. However, with the sale of our holiday park business and certain associated leisure assets in November 2025, the operational float requirement is removed. As of March 31, 2026, none of our $42.3 million of cash was held as operational floats within the machines. At March 31, 2025, $6.1 million of our $39.0 million of cash was held as operational floats within the machines.

Management currently believes that the Company's cash balances on hand, cash flows expected to be generated from operations, and the ability to control and defer capital projects will be sufficient to fund the Company's net cash requirements through May 2027.

Long Term and Other Debt

(In millions)		March 31, 2026								March 31, 2025
Cash held		£	32.1			$	42.3			£	30.2			$	39.0
Revolver drawn			-				-				(15.0	)			(19.4	)
Original principal senior debt			(260.0	)			(342.9	)			(235.0	)			(303.4	)
Cash interest accrued			(7.8	)			(10.3	)			(6.8	)			(8.8	)
Finance lease creditors			(12.8	)			(16.8	)			(18.1	)			(23.4	)
Total		£	(248.5	)		$	(327.7	)		£	(244.7	)		$	(316.0	)

Debt Covenants

Under the Note Purchase Agreement in place as of March 31, 2026, we are subject to covenant testing on the Senior Notes. 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.

The Senior Facilities Agreement also 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.

Under the previous debt facilities, which operated up until the refinancing on June 4, 2025, we were not subject to covenant testing on the Senior Secured Notes. We were, however, subject to covenant testing at the level of Inspired Entertainment Inc., the ultimate holding company, on the previous RCF which required the Company to maintain a maximum consolidated senior secured net leverage ratio of 6.0x on March 31, 2022, stepping down to 5.75x on March 31, 2023 and 5.50x from March 31, 2024 and thereafter (the "RCF Financial Covenant"). The RCF Financial Covenant is calculated as the ratio of consolidated senior secured net debt to consolidated pro forma EBITDA (defined as net income (loss) excluding depreciation and amortization, interest expense, interest income and income tax expense) for the 12-month period preceding the relevant quarterly testing date and is tested quarterly on a rolling basis, subject to the Initial Facility (as defined in the RCF Agreement) being drawn on the relevant test date. The RCF Financial Covenant does not include a minimum interest coverage ratio or other financial covenants. These covenants have now been replaced by those of the new long term debt.

Covenant testing at March 31, 2026 showed covenant compliance with the current debt facilities in place and under the previous debt facilities, there were no covenant violations in the three-month period ended March 31, 2025.

Liens and Encumbrances

As of March 31, 2026, our Senior Notes were secured by the imposition of a fixed and floating charge in favor of the lender over all the assets of the Company and certain of the Company's subsidiaries.

Share Repurchases

On November 1, 2025 the Board of Directors authorized a new share repurchase program permitting the repurchase, subject to repurchases being effected on or before November 30, 2028 of up to an aggregate amount of $25.0 million of the Company's issued and outstanding shares of common stock. Since the authorization, the Company has repurchased an aggregate of 443,834 shares of our common stock at an aggregate cost of $3.0 million.

Previously, the Board of Directors had authorized that the Company may use up to $25.0 million to repurchase Inspired shares of common stock, subject to repurchases being effected on or before May 10, 2025. There were no repurchases in the prior year under this authorization. Under this authorization, the Company had repurchased an aggregate of 1,193,118 shares of our common stock at an aggregate cost of $12.0 million. This plan has now lapsed.

Total cumulative share repurchases under both share repurchase programs amount to an aggregate of 1,636,952 shares of our common stock at an aggregate cost of $15.0 million.

Contractual Obligations

As of March 31, 2026, our contractual obligations were as follows:

Contractual Obligations (in millions)		Total				Less than 1 year				1-2 years				3-5 years				More than 5 years
Operating activities
Interest on long term debt		$	150.7			$	33.5			$	33.5			$	83.7			$	-
Purchase of machines			3.4				3.4				-				-				-
Financing activities
Senior secured notes - principal repayment			342.9				-				-				342.9				-
Finance lease payments			16.9				4.3				5.2				7.4				-
Operating lease payments			8.5				2.6				1.5				2.9				1.5
Interest on non-utilization fees			1.1				0.3				0.3				0.5				-
Total		$	523.5			$	44.1			$	40.5			$	437.4			$	1.5

Off-Balance Sheet Arrangements

As of March 31, 2026, there were no off-balance sheet arrangements, as defined in Item 303(a)(4)(ii) of Regulation S-K, promulgated by the U.S. Securities and Exchange Commission.

Critical Accounting Estimates

The preparation of our audited consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions. We exercise considerable judgment with respect to establishing sound accounting policies and in making estimates and assumptions that affect the reported amounts of our assets and liabilities, our recognition of revenue and expenses, and our disclosure of commitments and contingencies at the date of the consolidated financial statements. On an on-going basis, we evaluate our estimates and judgments. We base our estimates and judgments on a variety of factors, including our historical experience, knowledge of our business and industry and current and expected economic conditions, that are believed to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. We periodically re-evaluate our estimates and assumptions with respect to these judgments and modify our approach when circumstances indicate that modifications are necessary. While we believe that the factors we evaluate provide us with a meaningful basis for establishing and applying sound accounting policies, we cannot guarantee that the results will always be accurate. Since the determination of these estimates requires the exercise of judgment, actual results could differ from such estimates. 

For a discussion of other recently issued accounting standards, and assessments as to their impacts on the Company, see Note 1 "Nature of Operations, Management's Plans and Summary of Significant Accounting Policies" in the Notes to Consolidated Financial Statements included in Part I, Item 1 of the Company's 2025 Form 10-K.

Revenue

Application of GAAP related to the measurement and recognition of revenue requires us to make judgments and estimates. Specifically, complex arrangements with nonstandard terms and conditions may require significant contract interpretation to determine the appropriate accounting. The Company often enters into contracts with customers that consist of a combination of services and products that are accounted for as one or more distinct performance obligations. Management applies judgment in evaluating the contractual terms and conditions that impact the identification of performance obligations and the pattern of revenue recognition. For these arrangements that contain multiple promises, judgement is also required to determine the stand-alone selling price ("SSP") for each distinct performance obligation. In instances where SSP is not directly observable, such as when we do not sell the product or service separately, we determine the SSP using information that may include market conditions, size of the customer, geography and other observable inputs or, as necessary, unobservable considerations such as historical experience, knowledge of our business and industry and our current or expected selling practices.

Revenue recognition is also impacted by our ability to estimate variable consideration, including, for example, estimates for income earned but unbilled prior to the reporting period end. We consider various factors when making these judgments, including a review of specific transactional data and contracted terms, information obtained subsequent to the reporting period end and historical experience. Evaluations are conducted each quarter to assess the adequacy of the estimates.

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

The Company recognized service and product revenue of $53.3 million and $3.9 million, respectively, for the three months ended March 31, 2026. The Company's revenue recognition policy, which requires significant judgments and estimates, is fully described in Note 1 "Nature of Operations, Management's Plans and Summary of Significant Accounting Policies" in the Notes to Consolidated Financial Statements included in Part I, Item 1 of the Company's 2025 Form 10-K.

Goodwill Impairment Assessment

Application of the goodwill impairment test requires judgment, including the identification of reporting units, assignment of assets and liabilities to reporting units, assignment of goodwill to reporting units, and determination of the fair value of each reporting unit. Performance of the qualitative goodwill assessment requires judgment in identifying and considering the significance of relevant key factors, events and circumstances that affect the fair value or carrying amount of the reporting units. Such events and circumstances that we have considered include macroeconomic conditions, industry specific and market considerations, and reporting unit-specific factors such as overall actual and projected financial performance, among other factors. We also considered the results from the most recent date that a fair value measurement was performed as a part of a quantitative goodwill assessment and specifically the cushion between each reporting unit's fair value and carrying value. The estimates used to calculate the fair value of a reporting unit as a part of a quantitative goodwill assessment change from year to year based on operating results, market conditions, and other factors. Changes in these estimates and assumptions could materially affect the determination of fair value and goodwill impairment, if any, for each reporting unit.

Long-lived Assets and Finite-lived Intangible Assets

We evaluate the recoverability of intangible assets and other long-lived assets with finite useful lives by comparing the carrying value of the asset group to the estimated undiscounted future cash flows that we expect the asset to generate if events or changes in circumstances indicate that these assets are not recoverable. If the asset group fails the recoverability test, an impairment loss is measured as the amount by which the carrying amount of the asset group exceeds its fair value. The fair value is determined using a discounted cash flow approach where projections of future cash flows generated by those assets are discounted using an estimated discount rate. Significant judgment is required to estimate the amount and timing of future cash flows and the relative risk of achieving those cash flows. We also make judgments about the remaining useful lives of intangible assets and other long-lived assets that have finite lives. While we believe our estimates of future operating results and projected cash flows are reasonable, any significant adverse changes in key assumptions (i.e., adverse change in the extent or manner in which an asset or asset group is being used or expectation that, more likely than not, an asset or asset group will be sold or otherwise disposed of before the end of its useful life) or adverse changes in economic and market conditions may cause a change in our evaluation of recoverability or our estimation of fair value and could result in an impairment charge that could be material to our financial statements. Any impairment loss shall be allocated to the long-lived assets of the group on a pro rata basis using the relative carrying amounts of those assets, except that the loss allocated to an individual long-lived asset of the group shall not reduce the carrying amount of that asset below its fair value.

Software Development Costs

The Company must apply judgement in determining the amount of software development costs that should be capitalized. Specifically, we must evaluate, on a project-by-project basis, whether the resultant product or platform will be completed and generate ongoing economic benefits, principally through revenue from our customers, which is subject to uncertainties.

Once the software is substantially complete or available for general release, capitalized internal-use and external-use software costs are amortized on a straight-line basis over the estimated economic useful life of the software, which ranges from two to five years. There is judgement involved in estimating the useful life of developed software and the two-to-five-year period was determined based on factors such as the continuous development in the technology, obsolescence, and anticipated life of the service offering before significant upgrades. Management evaluates the useful lives of these assets on a recurring basis and tests for impairment whenever events or changes in circumstances occur that could impact the recoverability of these assets.