UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 6-K

REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16

OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934

For the month of August 2022

Commission file number: 001-39721

NEOGAMES S.A.

(Translation of registrant’s name into English)

63-65, Rue De Merl,

L-2146 Luxembourg

Grand Duchy of Luxembourg

(Address of principal executive offices)

_____________________

Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.

Form 20-F ☒       Form 40-F ☐

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1): ☐

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7): ☐

EXPLANATORY NOTE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

Date: August 10, 2022

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NeoGames Announces Second Quarter 2022 Results

 

 

– Updates Full Year 2022 Revenue and Share of NPI Revenues Guidance to $194 million to $208 million

reflecting completion of Aspire Global Tender –

 

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Recent Business Highlights

 

•

Completed the previously announced tender offer for Aspire Global acquiring 99.31% of the outstanding shares.  The shares of Aspire Global that remain outstanding are subject to a squeeze-out proceeding which is expected to be completed during the third quarter.

•

Entered into a multi-year turnkey project with the lottery operator in Brazil’s second largest state of Minas Gerais. The agreement marks the Company’s entry into the Brazilian market with an end-to-end solution of iLottery and online Sports Betting. The agreement is the Company’s first cooperation with BtoBet, its recently acquired Sports Betting solution as part of Aspire Global.

•

Expanded presence in Canada through a partnership of Pariplay with Atlantic Lottery.  Pariplay now offers innovative, feature packed content from its branded in-house Wizard Games, as well as a wide variety of aggregated third-party games, to players across Atlantic Canada through its Fusion™ platform.

•

Announced a partnership between BtoBet and SOJOGO, the national lottery operator in Mozambique to provide proprietary sportsbook offering for both online operations and retail network.

•

Selected as Lottery Supplier of the Year for the second consecutive year in the EGR B2B Awards 2022 in recognition of demonstrated commercial success and leadership in supplying comprehensive online solutions to lotteries, with a wide range of technology platforms, games and managed services.

•

Entered into two Aspire Core contracts with B-to-C operators to provide full product and managed services in two European regulated markets.

•

Expanded presence and dominant position in Africa sport betting solutions to 27 countries with a new BtoBet agreement to enter Ethiopia with sportsbook offering to a leading local operator UtopBet.

•

Obtained Gaming Laboratories International’s GLI-33 “Events Wagering System” certification for BtoBet sportsbook platform, allowing for deployment of sportsbook platform to the North American market.

Guidance

 

NeoGames will host a live conference call and audio webcast on Thursday, August 11, 2022 at 8:30 a.m. Eastern Time, during which management will discuss the Company’s second quarter results and provide commentary on business performance.  A question and answer session will follow the prepared remarks.

 

The conference call may be accessed by dialing (866) 652-5200 for U.S. domestic callers or (412) 317-6060 for international callers.

 

A live audio webcast of the earnings conference call may be accessed on the Company’s website at ir.neogames.com. The replay of the audio webcast and accompanying presentation will be available on the Company’s investor relations website shortly after the call.

 

About NeoGames

 

NeoGames is a technology-driven innovator and a global leader of iLottery and iGaming solutions and services for regulated lotteries and gaming operators. The Company offers its customers a full-service suite of solutions, including proprietary technology platforms, two dedicated game studios with an extensive portfolio of engaging games – one in lottery and one in casino games, and a range of value-added services. The recent strategic acquisition of Aspire Global Group enables NeoGames to offer the most comprehensive portfolio across iLottery, an innovative sports betting platform from BtoBet, an advanced content aggregation solution from PariPlay, and a complete set of B2B Gaming tech and Managed Services. NeoGames remains an instrumental partner to its customers worldwide, as it works to maximize their revenue potential through various offerings, including regulation and compliance, payment processing, risk management, player relationship management, and player value optimization. NeoGames strives to be the long-term partner of choice for its customers, empowering them to deliver enjoyable and profitable programs to their players, generate more revenue, and maximize proceeds to governments and good causes.

 

Cautionary Statement Regarding Forward-looking Statements

 

Certain statements in this press release may constitute “forward-looking” statements and information, within the meaning of Section 27A of the Securities Act of 1933, Section 21E of the Securities Exchange Act of 1934, and the safe harbor provisions of the U.S. Private Securities Litigation Reform Act of 1995 that relate to our current expectations and views of future events, including, among others, the Aspire Global acquisition and the expected synergies. Forward-looking statements give the Company’s current expectations and projections relating to its financial condition, competitive position, future financial results, plans, objectives, and business. In some cases, these forward-looking statements can be identified by words or phrases such as “may,” “will,” “expect,” “anticipate,” “aim,” “estimate,” “intend,” “plan,” “believe,” “potential,” “continue,” “is/are likely to” or other similar expressions. These forward-looking statements are subject to risks, uncertainties and assumptions, some of which are beyond our control. In addition, these forward-looking statements reflect our current views with respect to future events and are not a guarantee of future performance. Actual outcomes may differ materially from the information contained in the forward-looking statements as a result of a number of factors, including, without limitation, the following: we have a concentrated customer base, and our failure to retain our existing contracts with our customers could have a significant adverse effect on our business; we do not have a formal joint venture agreement or any other operating or shareholders’ agreement with Pollard Banknote Limited (“Pollard”) with respect to NPI, our joint venture with Pollard, through which we conduct a substantial amount of our business; a reduction in discretionary consumer spending could have an adverse impact on our business; the growth of our business largely depends on our continued ability to procure new contracts; we incur significant costs related to the procurement of new contracts, which we may be unable to recover in a timely manner, or at all; intense competition exists in the iLottery industry, and we expect competition to continue to intensify; our information technology and infrastructure may be vulnerable to attacks by hackers or breached due to employee error, malfeasance or other disruptions; in addition to competition with other iLottery providers, we and our customers also compete with providers of other online offerings; the gaming and lottery industries are heavily regulated, and changes to the regulatory framework in the jurisdictions in which we operate could harm our existing operations; while we have not experienced a material impact to date, the ongoing COVID-19 pandemic, including variants, and similar health epidemics and contagious disease outbreaks could significantly disrupt our operations and adversely affect our business, results of operations, cash flows or financial condition; and other risk factors described in our Annual Report on Form 20-F for the year ended December 31, 2021, filed with the Securities and Exchange Commission on April 14, 2022, and other documents filed with or furnished to the SEC. It is not possible for our management to predict all risks, nor can we assess the impact of all factors on our business or the extent to which any factor, or combination of factors, may cause actual results to differ materially from those contained in any forward-looking statements we may make. We caution you therefore against relying on these forward-looking statements, and we qualify all of our forward-looking statements by these cautionary statements. These statements reflect management’s current expectations regarding future events and operating performance and speak only as of the date of this press release. You should not put undue reliance on any forward-looking statements. Although we believe that the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee that future results, levels of activity, performance and events and circumstances reflected in the forward-looking statements will be achieved or will occur. Except as required by applicable law, we undertake no obligation to update or revise publicly any forward-looking statements, whether as a result of new information, future events or otherwise, after the date on which the statements are made or to reflect the occurrence of unanticipated events.

Non-IFRS Financial Measures and Key Performance Indicators

 

This press release may include EBIT, EBITDA, Adjusted EBITDA, Aspire Adjusted EBITDA, NPI and NPI Revenues Interest, which are financial measures not presented in accordance with IFRS.  We use these financial measures to supplement our results presented in accordance with IFRS. We include these non-IFRS financial measures because they are used by our management to evaluate our operating performance and trends and to make strategic decisions regarding the allocation of capital and new investments.

 

We may also use certain key performance indicators (“KPIs”), including Network NGR and Gross Gaming Revenue (“GGR”), to monitor our operations and inform decisions to drive further growth. These KPIs offer a perspective on the historical performance of our platform in the aggregate across jurisdictions in which we operate. We believe these KPIs are useful indicators of the overall health of our business.

 

EBIT, EBITDA, Adjusted EBITDA and Aspire Adjusted EBITDA. We define “EBIT” as net income (loss), plus income taxes, and interest and finance-related expenses. We define “EBITDA” as EBIT, plus depreciation and amortization. We define Adjusted EBITDA as EBITDA, plus share-based compensation, prospective acquisition related expenses and the Company’s share in NPI depreciation and amortization. We define Aspire Adjusted EBITDA as Aspire net and total comprehensive (loss) income adjusted to add income tax and interest and finance-related expenses, depreciation and amortization, share based compensation and share in losses in investee. We believe EBIT, EBITDA and Adjusted EBITDA are useful in evaluating our operating performance, as they are regularly used by security analysts, institutional investors and others in analyzing operating performance and prospects. Adjusted EBITDA and Aspire Adjusted EBITDA are not intended to be a substitute for any IFRS financial measure and, as calculated, may not be comparable to other similarly titled measures of performance of other companies in other industries or within the same industry.

 

 

Investor Contact:

ir@neogames.com

Media Relations:

pr@neogames.com

NeoGames S.A.

³ Aspire adjusted EBITDA for the three months ended on June 30, 2022 is calculated as the difference between Aspire EBIDTA for the six month ended June 30, 2022 (as defined below) and Aspire EBIDTA for the three months ended March 31, 2022 as reported by Aspire converted to US dollars using USD to EUR of 0.89, which was the average USD to EUR exchange rate in the three months ended June 30, 2022, adjusted to add share based compensation and share in losses in investee charges.  

⁴ Aspire adjusted EBITDA for the six months ended on June 30, 2022 is defined as Aspire net and total comprehensive (loss) income adjusted to add income tax and interest and finance-related expenses in the aggregate amount of $1.65 million, depreciation and amortization in the amount of $5.55 million, share based compensation in the amount of $1.62 million and share in losses in investee the amount of $1.88 million.