Exhibit
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Description
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NEOGAMES S.A.
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By:
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/s/ Moti Malul
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Name: Moti Malul
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Title: Chief Executive Officer
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The total of Revenues and the Company’s share in NPI revenues was $21.3 million during the fourth quarter of 2021 compared to $18.5 million during the fourth quarter of 2020, representing an increase of 15.2% year-over-year. Revenues
were $12.3 million during the fourth quarter of 2021, compared to $14.0 million during the fourth quarter of 2020. In addition, the Company’s share in NPI revenues was $9.0 million during the fourth quarter of 2021, compared to $4.5 million
during the fourth quarter of 2020, representing an increase of over 100% year-over-year.
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• |
Comprehensive loss was $(3.6) million, or $(0.14) per share, during the fourth quarter of 2021, compared to comprehensive income of $2.5 million, or $0.11 per share, during the fourth quarter of 2020. Comprehensive income was impacted by
several non-recurring items, including prospective acquisition related expenses of $3.8 million related to the Aspire Global prospective acquisition and $2.6 million related to share based compensation expenses.
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Adjusted EBITDA1 was $7.9 million during the fourth quarter of 2021, compared to an Adjusted EBITDA of $9.2 million during the fourth quarter of 2020 representing a decrease of
13.8% year-over-year.
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Network Net Gaming Revenue (“NGR”) was $189 million during the fourth quarter of 2021, compared to $142 million during the fourth quarter of 2020, representing an increase of 33% year-over-year.
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The total of Revenues and the Company’s share in NPI revenues was $84.5 million during 2021 compared to $58.7 million during the prior year, representing an increase of 43.9% year-over-year. Revenues were $50.5 million for 2021,
compared to $49.2 million for the prior year. The Company’s share in NPI revenues was $34.1 million for 2021, compared to $9.5 million during the prior year.
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Comprehensive income was $4.7 million, or $0.18 per share, during 2021, compared to comprehensive income of $6.5 million, or $0.29 per share, during the prior year. Comprehensive income was impacted by several non-recurring items,
including prospective acquisition related expenses from the Aspire Global prospective acquisition, share based compensation expenses and additional costs of being a publicly listed company for all of 2021.
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Adjusted EBITDA2 was $33.4 million during 2021, compared to Adjusted EBITDA of $28.7 million during the prior year representing a increase of 16.5% year-over-year.
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Network Net Gaming Revenue (“NGR”)2 was $750 million for 2021, compared to $448 million for the prior year, representing an increase of 67% year-over-year.
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Launched our suite of games with Sisal Şans, the operator of Turkey’s national lottery Milli Piyango, providing them with complete access to our premium game content, further enriching our European footprint.
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On January 17, 2022, we commenced a public offer to the shareholders of Aspire Global plc to acquire 100% of the outstanding shares for approximately $480 million. The offer is comprised of cash for 50% of Aspire Global and equity for
the remaining 50% of shares. If the offer is accepted by at least 90% of Aspire shareholders, and subject to additional terms and conditions, the transaction is expected to close during the first half of 2022.
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On January 24, 2022 NPI announced its first digital content partnership with the Atlantic Lottery Corporation (“ALC”), further extending its and the Company’s reach in Canada.
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On January 31, 2022, in collaboration with Aspire Global’s subsidiary, Pariplay Ltd, through NPI, we integrated Pariplay gaming content in Alberta, enhancing the technology, games and services offered and further providing players a
cohesive online gaming and lottery experience.
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December 31,
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December 31,
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|||||||
2021
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2020
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ASSETS
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||||||||
CURRENT ASSETS
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||||||||
Cash and cash equivalents
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$
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66,082
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$
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59,767
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Designated cash
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167
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-
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||||||
Restricted deposit
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9
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12
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||||||
Prepaid expenses and other receivables
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2,494
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1,446
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Due from Aspire Group
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1,483
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56
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Due from the Michigan Joint Operation and NPI
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3,560
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3,192
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Trade receivables
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3,724
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3,701
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Total current assets
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$
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77,519
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$
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68,174
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NON-CURRENT ASSETS
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||||||||
Restricted deposit
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154
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164
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Restricted deposits - Joint Venture
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3,848
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3,773
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Property and equipment
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2,159
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1,301
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Intangible assets
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22,354
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17,835
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Right-of-use assets
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7,882
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3,127
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Deferred taxes
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3,412
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211
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||||||
Total non-current assets
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39,809
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26,411
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Total assets
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$
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117,328
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$
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94,585
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LIABILITIES AND EQUITY
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CURRENT LIABILITIES
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Trade and other payables
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$
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9,475
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$
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4,910
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Lease liabilities
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769
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1,651
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Capital notes, loans and accrued interest due to Aspire Group
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21,086
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-
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Loans and other due to Caesars, net
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-
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1,972
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Employees withholding payable
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167
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-
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Employees' related payables and accruals
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4,202
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3,562
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Total current liabilities
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$
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35,699
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$
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12,095
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NON-CURRENT LIABILITIES
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Capital notes, loans and accrued interest due to Aspire Group
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$
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-
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$
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17,739
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Loans and other due to Caesars, net
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12,899
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10,666
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Company share of Joint Venture net liabilities
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830
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1,025
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Lease liabilities
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7,820
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1,855
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Accrued severance pay, net
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286
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384
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Total non-current liabilities
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$
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21,835
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$
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31,669
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EQUITY
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Share capital
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45
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44
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Reserve with respect to transaction under common control
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(8,467
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)
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(8,467
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)
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Reserve with respect to funding transactions with related parties
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20,072
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20,072
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Share premium
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71,021
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68,608
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Share based payments reserve
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5,814
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3,907
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Accumulated losses
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(28,691
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)
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(33,343
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)
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Total equity
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59,794
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50,821
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Total liabilities and equity
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$
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117,328
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$
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94,585
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Quarter ended December 31,
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Year ended December 31,
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2021
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2020
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2021
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2020
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Revenues
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$
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12,254
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$
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14,007
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$
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50,463
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$
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49,202
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Distribution expenses
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2,374
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1,989
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9,889
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6,685
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Development expenses
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3,462
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2,342
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9,428
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7,452
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Selling and marketing expenses
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546
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389
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1,549
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1,483
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General and administrative expenses
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3,793
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2,119
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12,300
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7,496
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Initial public offering expenses
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-
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1,151
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-
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2,796
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Prospective acquisition related expenses
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3,841
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-
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3,841
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-
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Depreciation and amortization
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3,957
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3,161
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14,613
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11,657
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17,973
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11,151
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51,620
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37,569
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Profit (loss) from operations
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(5,719
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)
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2,856
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(1,157
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)
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11,633
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Interest expenses with respect to funding from related parties
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1,226
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1,082
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4,811
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4,343
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Finance income
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-
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-
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-
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(21
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)
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Finance expenses
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1,097
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57
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1,501
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747
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The Company’ share in profits of Joint Venture
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3,168
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1,514
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12,446
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1,393
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Profit (loss) before income taxes expenses
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(4,874
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)
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3,231
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4,977
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7,957
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Income taxes (expenses) benefit
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1,316
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(737
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)
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(325
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)
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(1,443
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)
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Net and total comprehensive income (loss)
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$
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(3,558
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)
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$
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2,494
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$
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4,652
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$
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6,514
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Net income (loss) per common share outstanding, basic
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$
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(0.14
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)
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$
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0.11
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$
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0.18
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$
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0.29
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Net income (loss) per common share outstanding, diluted
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$
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(0.14
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)
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$
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0.10
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$
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0.17
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$
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0.27
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Weighted average number of ordinary shares outstanding:
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||||||||||||||||
Basic
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25,549,026
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23,354,587
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25,302,350
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22,329,281
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Diluted
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25,549,026
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24,938,404
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26,640,120
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23,898,477
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Quarter ended December 31,
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Year ended December 31,
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2021
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2020
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2021
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2020
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Net and total comprehensive income (loss)
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$
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(3,558
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)
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$
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2,494
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$
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4,652
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$
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6,514
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Income Taxes (benefit) expenses
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(1,316
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)
|
737
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325
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1,443
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|||||||||||
Interest and finance-related expenses
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2,323
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1,139
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6,312
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5,069
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||||||||||||
EBIT (negative)
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(2,551
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)
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4,370
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11,289
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13,026
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Depreciation and amortization
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3,957
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3,161
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14,613
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11,657
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||||||||||||
EBITDA
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1,406
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7,531
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25,902
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24,683
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Initial Public offering costs
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-
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1,151
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-
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2,796
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||||||||||||
Prospective acquisition related expenses
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3,841
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-
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3,841
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-
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||||||||||||
Share based compensation expenses
|
2,628
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438
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3,448
|
969
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||||||||||||
Company share of NPI depreciation and amortization
|
28
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52
|
193
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203
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||||||||||||
Adjusted EBITDA
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$
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7,903
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$
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9,172
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$
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33,384
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$
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28,651
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Quarter ended December 31,
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Year ended December 31,
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2021
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2020
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2021
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2020
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Royalties from turnkey contracts
|
$
|
7,042
|
$
|
8,820
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$
|
29,882
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$
|
32,252
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||||||||
Royalties from games contracts
|
550
|
783
|
1,994
|
2,006
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||||||||||||
Use of IP rights
|
2,109
|
2,015
|
7,959
|
6,697
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||||||||||||
Development and other services – Aspire
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340
|
566
|
1,617
|
2,430
|
||||||||||||
Development and other services – NPI
|
1,833
|
1,481
|
7,578
|
4,404
|
||||||||||||
Development and other services – Michigan Joint Operation
|
380
|
342
|
1,433
|
1,413
|
||||||||||||
Revenues
|
$
|
12,254
|
$
|
14,007
|
$
|
50,463
|
$
|
49,202
|
||||||||
NeoGames’ NPI Revenues Interest
|
$
|
9,042
|
$
|
4,478
|
$
|
34,052
|
$
|
9,535
|