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 $73.3 million during the third quarter of 2022 compared to $20.2 million during the third quarter of 2021, representing a 262% increase from the prior year, reflecting the
business combination with Aspire Global. Revenues were $62.2 million during the third quarter of 2022, compared to $12.0 million during the third quarter of 2021. In addition, the Company’s share in NPI revenues was $11.1 million during
the third quarter of 2022, compared to $8.3 million during the third quarter of 2021, representing an increase of 34.3% year-over-year.
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o |
NeoGames’ iLottery revenue plus the Company’s share of NPI revenues during the quarter was $24.7 million, a quarterly record up 22% from a year ago and up 8% from the prior quarter.
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o |
Aspire Global revenue was $48.5 million for the third quarter, reflecting 8% growth as measured in constant currency, offset by a 16% decrease caused by the impact of foreign currency exchange rates.
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• |
Net loss was $(4.4) million, or $(0.13) per share, during the third quarter of 2022, compared to net income of $1.5 million, or $0.06 per share, during the third quarter of 2021. The change in net loss during 2022 was mainly due to a
$0.23 per share impact from the amortization of intangible assets related to the Aspire Global acquisition. Additionally, the current year quarter reflects the impact of interest expense related to the transaction that was not incurred last
year.
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• |
Adjusted EBITDA1 was $17.6 million during the third quarter of 2022, compared to $7.5 million during the third quarter of 2021 representing an increase of 135% year-over-year.
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• |
Partnered with the Georgia Lottery Corporation to expand its game portfolio and offer our NeoGames Studio game content to diversify the lottery’s game portfolio and help appeal to a wider demographic of players
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• |
Extended Btobet’s agreement with its largest partner for an additional five years, continuing the Company’s dominance in Africa through its partner which is live in more than fifteen markets.
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• |
Obtained licenses in Pennsylvania and Connecticut for Pariplay which is now licensed in five out of the six US states that have legalized iGaming.
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• |
Signed additional content providers on the Pariplay platform, many of which have exclusivity in the US, strengthening the Company’s portfolio offering.
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• |
Pariplay entered into an agreement with ATG, one of the largest operators in the licensed Swedish market, to distribute Wizard Games and select third-party content to its customer base of over 1.3 million.
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• |
Launched Wizard Games in Michigan with BetMGM joining New Jersey and West Virginia as states in which Wizard Games is live through the BetMGM platform.
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• |
Aspire Global entered into an agreement with ITSP, one of the largest German gaming operators, to provide a complete turn-key technology and gaming content solution, expanding on its prior sport agreement in anticipation of the German
market move to local licensing.
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September 30,
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December 31,
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|||||||
2022
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2021
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|||||||
(Unaudited)
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(Audited)
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|||||||
ASSETS
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||||||||
CURRENT ASSETS
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||||||||
Cash and cash equivalents
|
$
|
60,382
|
$
|
66,082
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||||
Designated cash
|
-
|
167
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||||||
Restricted deposit
|
436
|
9
|
||||||
Prepaid expenses and other receivables
|
4,103
|
2,494
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||||||
Due from Aspire Group
|
-
|
1,483
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||||||
Due from the Michigan Joint Operation and NPI
|
3,262
|
3,560
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||||||
Trade receivables
|
32,639
|
3,724
|
||||||
Investment in financial asset
|
228
|
-
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||||||
Corporation tax receivable
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5,544
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-
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||||||
Total current assets
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$
|
106,594
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$
|
77,519
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||||
NON-CURRENT ASSETS
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||||||||
Restricted deposit
|
149
|
154
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||||||
Restricted deposits - Joint Venture
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3,904
|
3,848
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||||||
Property and equipment
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4,028
|
2,159
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||||||
Intangible assets
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330,904
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22,354
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||||||
Right-of-use assets
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7,910
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7,882
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||||||
Capital Note
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793
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-
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||||||
Investment in Associates
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3,830
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-
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||||||
Deferred taxes
|
2,210
|
1,839
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||||||
Total non-current assets
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353,728
|
38,236
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||||||
Total assets
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$
|
460,322
|
$
|
115,755
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||||
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||||||||
LIABILITIES AND EQUITY
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||||||||
CURRENT LIABILITIES
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||||||||
Trade and other payables
|
$
|
32,780
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$
|
7,902
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||||
Client liabilities
|
6,117
|
-
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||||||
Corporation tax payable
|
9,514
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-
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||||||
Lease liabilities
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1,021
|
769
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||||||
Capital notes and accrued interest due to Aspire Group
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-
|
21,086
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||||||
Deferred payment on business combination
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23,786
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-
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||||||
Employees withholding payable
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-
|
167
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||||||
Contingent consideration on business combination
|
25,575
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-
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||||||
Employees' related payables and accruals
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7,019
|
4,202
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||||||
Total current liabilities
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$
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105,812
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$
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34,126
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NON-CURRENT LIABILITIES
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||||||||
Loans and other due to Caesars, net
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-
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9,449
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||||||
Liability with respect to Caesars’ IP option
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3,450
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3,450
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||||||
Loans from a financial institution, net
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192,864
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-
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||||||
Company share of Joint Venture net liabilities
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670
|
830
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||||||
Lease liabilities
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6,882
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7,820
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Accrued severance pay, net
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948
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286
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||||||
Deferred taxes
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14,852
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-
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||||||
Total non-current liabilities
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$
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219,666
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$
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21,835
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EQUITY
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||||||||
Share capital
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59
|
45
|
||||||
Reserve with respect to transaction under common control
|
(10,047
|
)
|
(8,467
|
)
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||||
Reserve with respect to funding transactions with related parties
|
20,072
|
20,072
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||||||
Accumulated other comprehensive (loss) Income
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(8,722
|
)
|
-
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|||||
Share premium
|
173,549
|
70,812
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||||||
Share based payments reserve
|
6,796
|
6,023
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||||||
Accumulated losses
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(46,863
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)
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(28,691
|
)
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||||
Total equity
|
134,844
|
59,794
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||||||
Total liabilities and equity
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$
|
460,322
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$
|
115,755
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|
Quarter ended September 30,
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Year to date September 30,
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2022
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2021
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2022
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2021
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Revenues
|
$
|
62,174
|
$
|
11,973
|
$
|
96,476
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$
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38,209
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||||||||
Distribution expenses
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41,255
|
2,429
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52,160
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7,515
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||||||||||||
Development expenses
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2,085
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1,792
|
7,656
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5,966
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||||||||||||
Selling and marketing expenses
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1,345
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396
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2,547
|
1,003
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||||||||||||
General and administrative expenses
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6,436
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2,965
|
14,329
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8,507
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||||||||||||
Acquisition related expenses
|
835
|
-
|
17,217
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-
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||||||||||||
Depreciation and amortization
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14,348
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3,749
|
23,353
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10,656
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||||||||||||
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66,304
|
11,331
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117,262
|
33,647
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||||||||||||
Profit (loss) from operations
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(4,130
|
)
|
642
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(20,786
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)
|
4,562
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||||||||||
Interest expenses with respect to funding from related parties
|
-
|
1,171
|
2,867
|
3,585
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||||||||||||
Finance expenses
|
4,702
|
169
|
6,356
|
404
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||||||||||||
The Company’ share in profits of Joint Venture and associated companies
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5,525
|
2,755
|
13,978
|
9,278
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||||||||||||
Profit (loss) before income taxes expenses
|
(3,307
|
)
|
2,057
|
(16,031
|
)
|
9,851
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||||||||||
Income taxes expenses
|
(1,061
|
)
|
(572
|
)
|
(2,141
|
)
|
(1,641
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)
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||||||||
Net (loss) income
|
$
|
(4,368
|
)
|
$
|
1,485
|
$
|
(18,172
|
)
|
$
|
8,210
|
||||||
|
||||||||||||||||
Net income (loss) per common share outstanding, basic
|
$
|
(0.13
|
)
|
$
|
0.06
|
$
|
(0.64
|
)
|
$
|
0.33
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||||||
Net income (loss) per common share outstanding, diluted
|
$
|
(0.13
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)
|
$
|
0.06
|
$
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(0.64
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)
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$
|
0.31
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||||||
Weighted average number of ordinary shares outstanding:
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||||||||||||||||
Basic
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33,453,706
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25,516,453
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28,447,179
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25,218,941
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||||||||||||
Diluted
|
33,453,706
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26,641,667
|
28,447,179
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26,627,124
|
Quarter ended September 30,
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Year to date September 30,
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|||||||||||||||
|
2022
|
2021
|
2022
|
2021
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||||||||||||
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||||||||||||||||
Net (loss) income
|
$
|
(4,368
|
)
|
$
|
1,485
|
$
|
(18,172
|
)
|
$
|
8,210
|
||||||
Income taxes expenses
|
1,061
|
572
|
2,141
|
1,641
|
||||||||||||
Interest and finance-related expenses
|
4,702
|
1,340
|
9,223
|
3,989
|
||||||||||||
EBIT
|
1,395
|
3,397
|
(6,808
|
)
|
13,840
|
|||||||||||
Depreciation and amortization
|
14,348
|
3,749
|
23,353
|
10,656
|
||||||||||||
EBITDA
|
15,743
|
7,146
|
16,545
|
24,496
|
||||||||||||
Initial Public offering costs
|
||||||||||||||||
Prospective acquisition related expenses
|
835
|
-
|
17,217
|
-
|
||||||||||||
Share based compensation
|
883
|
280
|
2,476
|
820
|
||||||||||||
Company share of NPI depreciation and amortization
|
113
|
57
|
170
|
165
|
||||||||||||
Adjusted EBITDA
|
$
|
17,574
|
$
|
7,483
|
$
|
36,408
|
$
|
25,481
|
Quarter ended September 30,
|
Year to date September 30,
|
|||||||||||||||
2022
|
2021
|
2022
|
2021
|
|||||||||||||
Royalties from turnkey contracts
|
$
|
7,195
|
$
|
6,775
|
$
|
21,381
|
$
|
22,840
|
||||||||
Royalties from games contracts
|
389
|
465
|
1,283
|
1,444
|
||||||||||||
Use of IP rights
|
3,903
|
1,986
|
10,139
|
5,850
|
||||||||||||
Development and other services – Aspire
|
439
|
349
|
1,286
|
1,277
|
||||||||||||
Development and other services – NPI
|
1,328
|
2,021
|
4,409
|
5,745
|
||||||||||||
Development and other services – Michigan Joint Operation
|
407
|
377
|
1,165
|
1,053
|
||||||||||||
Revenues
|
$
|
13,661
|
$
|
11,973
|
$
|
39,663
|
$
|
38,209
|
||||||||
NeoGames’ NPI revenues interest
|
$
|
11,086
|
$
|
8,256
|
$
|
30,512
|
$
|
25,010
|
||||||||
NeoGames’ Revenues plus NPI revenues interest
|
$
|
24,747
|
$
|
20,229
|
$
|
70,175
|
$
|
63,219
|
||||||||
Aspire Global revenues
|
48,513
|
-
|
56,813
|
-
|
||||||||||||
Revenues plus NeoGames’ NPI revenues interest
|
$
|
73,260
|
$
|
20,229
|
$
|
126,988
|
$
|
63,219
|
Aspire Global,
Non-IFRS Financial Measures – Reconciliation |
Quarter ended September 30,
|
$ Change
|
% Change
|
||||||||||||||||||||||||||
2022
|
2021
|
As reported
|
Foreign exchange impact
|
In constant currency
|
As reported
|
In constant currency
|
||||||||||||||||||||||
Core
|
33,048
|
41,158
|
33,048
|
5,583
|
38,631
|
-19.7
|
%
|
-6.1
|
%
|
|||||||||||||||||||
Games
|
8,771
|
8,175
|
8,771
|
1,482
|
10,253
|
7.3
|
%
|
25.4
|
%
|
|||||||||||||||||||
Sports
|
6,694
|
3,308
|
6,694
|
1,131
|
7,824
|
102.3
|
%
|
136.5
|
%
|
|||||||||||||||||||
Net Revenues, as reported
|
48,513
|
52,641
|
48,513
|
8,196
|
56,709
|
-7.8
|
%
|
7.7
|
%
|
Year to date September 30,
|
$ Change
|
% Change
|
||||||||||||||||||||||||||
2022
|
2021
|
As reported
|
Foreign exchange impact
|
In constant currency
|
As reported
|
In constant currency
|
||||||||||||||||||||||
Core
|
108,525
|
115,419
|
108,525
|
13,691
|
122,216
|
-6.0
|
%
|
5.9
|
%
|
|||||||||||||||||||
Games
|
26,475
|
22,322
|
26,475
|
3,390
|
29,865
|
18.6
|
%
|
33.8
|
%
|
|||||||||||||||||||
Sports
|
16,844
|
9,371
|
16,844
|
2,278
|
19,122
|
79.7
|
%
|
104.1
|
%
|
|||||||||||||||||||
Net Revenues, as reported
|
151,844
|
147,112
|
151,844
|
19,359
|
171,203
|
3.2
|
%
|
16.4
|
%
|