INSPIRED ENTERTAINMENT, INC. (NASDAQ:INSE) Files An 8-K Regulation FD Disclosure
Item 7.01 herein and to amend and supplement Item 9.01 of the Original Form 8-K to provide the required financial statements and pro forma financial information. This Form 8-K/A does not otherwise update, modify or amend the Original Form 8-K and should be read in conjunction with the Original Form 8-K.
The Company is providing pro forma Adjusted EBITDA information in Exhibit 99.1, which is incorporated herein by reference.
Adjusted EBITDA is a financial measure not derived in accordance with generally accepted accounting principles (“GAAP”). Adjusted EBITDA means earnings before interest expense, provision for income taxes and depreciation and amortization, as adjusted to remove the effects of impairment, exception items, startup studio losses, the carve out of the Casino Operations and pass-through margin. A reconciliation of Adjusted EBITDA to the most comparable GAAP financial measure is included within Exhibit 99.1.
Adjusted EBITDA may not be comparable to similarly titled measures reported by other companies. This non-GAAP financial measure should be considered in addition to, and not in isolation from, as a substitute for or superior to, net income/loss prepared in accordance with GAAP.
(a) Financial Statements of Businesses Acquired.
The audited combined financial statements of the Gaming Technology Group as of and for the fiscal year ended December 31, 2018, which include the Casino Operations, and the notes related thereto and the Independent Auditor’s Report are attached hereto as Exhibit 99.2 and incorporated herein by reference.
The unaudited condensed combined financial statements of the Gaming Technology Group as of and for the nine months ended September 30, 2019 and the corresponding period of 2018, which include, in each case, the Casino Operations, and the notes related thereto are attached hereto as Exhibit 99.3 and incorporated herein by reference.
(b) Pro Forma Financial Information.
The unaudited pro forma condensed combined financial information of the Company and the Gaming Technology Group as of and for the nine months ended September 30, 2019 and the year ended December 31, 2018 and the notes related thereto are attached hereto as Exhibit 99.4 and incorporated herein by reference. Such unaudited pro forma information does not include the Casino Operations. The unaudited pro forma condensed combined financial information has been prepared based on the Company’s statements of operations and comprehensive income/(loss) for the fiscal year ended September 30, 2018, as presented in the Company’s Form 10-K filed on December 10, 2018 and subsequently amended on January 28, 2019, as adjusted using the three-month transition period ended December 31, 2018 and comparative period for 2017, as presented in the Company’s Form 10-Q filed on February 11, 2019.
(d) Exhibits.
| 99.1 | Reconciliation of Non-GAAP Financial Measures |
| 99.2 | Audited combined financial statements of the Gaming Technology Group as of and for the fiscal year ended December 31, 2018 |
| 99.3 | Unaudited condensed combined financial statements of the Gaming Technology Group as of and for the nine months ended September 30, 2019 and 2018 |
| 99.4 | Unaudited pro forma condensed combined financial information of the Company and the Gaming Technology Group as of and for the nine months ended September 30, 2019 and the year ended December 31, 2018 |
Inspired Entertainment, Inc. Exhibit
EX-23.1 2 f8k092719a1ex23-1_inspired.htm CONSENT OF DELOITTE LLP,…
To view the full exhibit click here
About INSPIRED ENTERTAINMENT, INC. (NASDAQ:INSE)
Inspired Entertainment, Inc., formerly Hydra Industries Acquisition Corp., is a global games technology company. The Company is engaged in developing and operating digital games and networks. The Company is engaged in supplying Virtual Sports, Mobile Gaming and Server-Based Gaming (SBG) systems with associated terminals and digital content to regulated betting, gaming and lottery operators around the world. The Company operates through two segments: Server Based Gaming and Virtual Sports. The Company operates approximately 25,000 digital gaming terminals and supplies its Virtual Sports products in over 35,000 venues and on approximately 100 Websites in over 30 countries. The Company provides digital gaming solutions on its network that accommodates a range of devices, including land-based gaming machine products, mobile devices, such as smartphones and tablets, as well as personal computer (PC) and social applications.
