NeoGames Announces Third Quarter 2023 Results

• Third Quarter Revenues and Share of NPI Revenues Interest total $63.3 million
• Third Quarter Net Loss of $3.6 million and Adjusted Net Income, after taking effect of the
• amortization of Aspire intangibles, was $4.4 million
• Third Quarter Adjusted EBITDA total $19.9 million, an increase of 13% year-over-year
• Expected Timeline for Completion of the Aristocrat Business Combination Remains the First Half
  of 2024.

LUXEMBOURG, November 9, 2023: NeoGames S.A. (Nasdaq: NGMS) (“NeoGames” or the “Company”), a technology-driven provider of end-to-end iLottery and iGaming solutions, has announced its financial results for the third quarter ending September 30, 2023.

Moti Malul: Chief Executive Officer at NeoGames, said: “We are pleased with the progress we made during the third quarter advancing our strategic goals while we continue to work towards completing our merger with Aristocrat Leisure. Our iLottery business continues to win market share and grow as we have recently announced that our joint venture, NeoPollard Interactive, expanded its footprint in the U.S., winning a public procurement to provide the West Virginia Lottery with a full iLottery program. Furthermore, we are working together with the North Carolina Lottery to prepare for the expansion of their iLottery program as they recently received approval to launch eInstant games. Pariplay’s extensive aggregation collaborations, including deals with OPAP in Greece to introduce games from NeoGames Studio, and iGaming content with Rush Street Interactive in Pennsylvania, further bolster our market presence. We also signed ten new operators, including leading operators, Hard Rock and Fortuna Entertainment Group. With BtoBet’s online sports betting entry into the North American market through a transformative partnership with AGLC, we believe that we are poised for even greater expansion. While Aspire Core results slowed due to regulatory shifts in the United Kingdom and operational changes in Germany as we obtained our license to operate in that market, we anticipate seeing gradual improvement over the next few quarters. We remain focused on achieving sustainable growth. We are also encouraged by the interest and pipeline in the U.S. market for our iGaming offering. We plan to continue to invest in delivering the deals we’ve announced and to enhance our product offering to scale and capture future opportunities in the space.”

Malul continued: “We are very thankful for the overwhelming support we continue to receive from our customers and business partners given the unfortunate conflict in Israel and the Middle East. As we have previously stated, there has been no impact on the business and the business continues to operate as usual.”

“We continue to make progress towards completing our merger with Aristocrat Leisure, and during this quarter have received additional regulatory approvals which are required to close. We continue to expect the deal to be completed during the first half of fiscal year 2024,” Malul stated. “In the meantime, we remain dedicated to elevating the iGaming landscape, capitalizing on opportunities, and diligently executing on our strategic objectives for the benefit of all stakeholders.”

Third Quarter 2023 Financial Highlights

• The total of Revenues and the Company’s share of NPI revenues was $63.3 million during the third quarter of 2023, compared to $73.3 million during the third quarter of 2022. These figures reflect accounting for the majority of Aspire Core revenues on a net basis in the third quarter of 2023 compared to historical figures in the third quarter of 2022, which were prepared on a gross basis, prompted by new commercial terms in certain Aspire Core contracts which went into effect on January 1, 2023. If iGaming revenues had been accounted for on a gross basis for the Aspire Core, the total of Revenue and the Company’s share in NPI revenues would have been $81.7 million, which would have reflected 11.5% year-over-year growth when measured in reporting currency. In addition to accounting for the new commercial terms, current year results reflect continued growth in the Company’s iLottery, Games and Sports business lines, partially offset by a slowdown in Aspire Core revenues due to regulatory changes in the United Kingdom and a temporary pause in operations in Germany prior to the Company recently securing its local license to operate.
• iLottery revenues were $14.4 million during the third quarter of 2023, compared to $13.7 million during the third quarter of 2022, representing an increase of 5.6% year-over-year. In addition, the Company’s share in NPI revenues was $17.0 million during the third quarter of 2023, compared to $11.1 million during the third quarter of 2022, representing an increase of 53.3% year-over-year. The total of NeoGames’ iLottery revenue plus the Company’s share of NPI revenues during the third quarter of 2023 was $31.4 million, up 26.9% year-over-year, primarily driven by continued positive growth trend across most major accounts and the jackpot in the US market during the third quarter.
• iGaming revenues were $31.9 million for the third quarter of 2023. These figures reflect accounting for the majority of Aspire Core revenues on a net basis compared to historical figures which were prepared on a gross basis, prompted by new commercial terms in certain Aspire Core contracts which went into effect on January 1, 2023. If iGaming revenues had been accounted for on a gross basis for the Aspire Core, total revenue would have been $50.5 million for iGaming primarily driven by continued growth in Games and Sports business lines, partially offset by a slowdown in Aspire Core revenues due to regulatory changes in the United Kingdom and a temporary pause in operations in Germany prior to the Company recently securing its local license to operate, which would have reflected 4% year-over-year growth when measured in reporting currency.
• Net loss was $(3.6) million, or $(0.10) per share, during the third quarter of 2023, compared to a net loss of $(4.4) million, or $(0.13) per share, during the third quarter of 2022. Net loss during the third quarter of 2023 was mainly due to costs attributed to the Aristocrat transaction and the amortization attributable to the Aspire business combination.
• Adjusted net income was $4.4 million, or $0.13 per share, during the third quarter of 2023, compared to $3.0 million, or $0.09 per share, during the third quarter of 2022.
• Adjusted EBITDA¹ was $19.9 million during the third quarter of 2023, compared to $17.6 million during the third quarter of 2022, representing an increase of 12.9% year-over-year.
• Cash and cash equivalents balance as of the end of third quarter of 2023 was $27.1 million, compared to $41.2 million at the end of 2022, resulting in net negative cash of $14.1 million for the nine months of 2023. The difference in cash flows is primarily attributable to a number of key factors including advisor payments related to the Aristocrat transaction, slowness in Aspire Core operations, a consideration for the acquisition of the remaining shares of GMS Entertainment Ltd. from the managing director of Pariplay, and the impact from a bank guarantee required to secure the Company’s German license.

Recent Business Highlights

• Our Joint Venture, NPI, was selected by the West Virginia Lottery for a full turn-key iLottery program, representing the fifth state in which NPI will operate a full iLottery program in the U.S., growing our market share and leadership.
• North Carolina Education Lottery was approved to expand its iLottery offering with eInstants and our teams together with NPI are making the necessary preparations to support the lottery towards launch in the near future.
• NeoGames Studio has expanded its offering into OPAP, the Greek Lottery Operator, through the relationship and integration provided through Pariplay.
• Pariplay entered Pennsylvania with Rush Street Interactive (NYSE: RSI), marking the fifth U.S. state entered by Pariplay.
• Pariplay signed 10 new operators during the quarter, including Hard Rock and Fortuna Entertainment Group.
• Aspire Global was awarded slots license in Germany by GGL and have launched a few partner brands to begin operations in that market.
• BtoBet entered into a long-term sportsbook partnership and went live with Alberta Gaming, Liquor & Cannabis (“AGLC”), through NPI, marking its successful entry into the North American market.
• NeoGames Studio launched its portfolio of eInstant games content with the Atlantic Lottery Corporation Canada.

Update on Operations

As of the date of this release, the Company does not believe the recent terrorist attack and the subsequent declaration of war by the Israeli government against the Hamas terrorist organization will have any material impact on its ongoing operations in Israel. The company continues to operate normally and regularly across its entire operations in Israel while supporting the safety and well-being of its employees. The Company continues to monitor its ongoing activities should any adjustments be required to ensure continuity of its business.

Aristocrat Transaction

On May 15, 2023, the Company entered into a definitive Business Combination Agreement (the “Agreement”) with Aristocrat Leisure Limited (ASX:ALL) (“Aristocrat”) and Anaxi Investments Limited, a Cayman Islands exempted company and wholly owned indirect subsidiary of Aristocrat (“Merger Sub”), pursuant to which the Company is to be acquired by Aristocrat for $29.50 per share in an all-cash transaction. Under the terms of the Agreement, the Company agreed to transfer its statutory seat, registered office and seat of central administration (siège de l’administration centrale) from the Grand Duchy of Luxembourg to the Cayman Islands by way of continuation (the “Continuation”) and as promptly practical, Merger Sub will be merged with and into the Company, which will be the surviving company and become a wholly owned indirect subsidiary of Aristocrat (the “Merger”). On July 18, 2023, NeoGames’ shareholders approved the Agreement and the Continuation, which will become effective subject to certain regulatory approvals. A second NeoGames shareholder vote to approve the Merger will take place immediately following the effectiveness of the Continuation during the first half of fiscal year 2024. NeoGames’ shareholders representing approximately 61% of the Company’s outstanding shares have executed a support agreement with Aristocrat, pursuant to which they have also irrevocably agreed to vote in favor of the Merger. Completion of the transaction is contingent upon customary closing conditions, including the receipt of all required gaming and antitrust approvals. We continue to receive regulatory approvals as we work closely with Aristocrat towards finalizing the deal, which remains on track for completion during the first half of fiscal year 2024. Please refer to the Company’s Current Report on Form 6-K filed on June 21, 2023 for further detail.

Conference Call / Webcast & Guidance

In light of the expected sale of the Company to Aristocrat, NeoGames will not be hosting a conference call, or providing quantitative financial guidance in conjunction with its third quarter 2023 earnings release.

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. As an end-to-end provider of iLottery and iGaming solutions, NeoGames offers the most comprehensive portfolio across iLottery, an innovative sports betting platform, an advanced content aggregation solution, 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.

SOURCE: NeoGames.