0001839799-24-000062 6-K 3 20240815 20240815 20240815 Gambling.com Group Ltd 0001839799 7990 07 Trade & Services 000000000 6-K 34 001-40634 241210594 22 GRENVILLE STREET ST. HELIER Y9 JE4 8PX 44 1534 676 000 22 GRENVILLE STREET ST. HELIER Y9 JE4 8PX 6-K 1 gambling-6kxq22024pressrel.htm 6-K 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 2024 (Commission File No. 001-40634) Gambling.com Group Limited (Translation of registrant�s name into English) 22 Grenville Street St. Helier, Jersey JE4 8PX, Channel Islands (Address of registrant�s principal executive office) 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 ? -------------------------------------------------------------------------------- EXPLANATORY NOTE On August 15, 2024, Gambling.com Group Limited (NASDAQ: GAMB) (the �Company�) issued a press release announcing its financial results for the period ended June 30, 2024. A copy of the press release is furnished hereto as Exhibit 99.1 and is incorporated by reference herein. The information in this Form 6-K (including in Exhibit 99.1) shall not be deemed �filed� for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the �Exchange Act�), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act. 1 -------------------------------------------------------------------------------- EXHIBIT INDEX Exhibit Description 99.1 Press Release dated August 15 , 2024 2 -------------------------------------------------------------------------------- SIGNATURES 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, thereto duly authorized. Gambling.com Group Limited (Registrant) By: /s/ Elias Mark Name: Elias Mark Title: Chief Financial Officer Date: August 15, 2024 3 EX-99.1 2 gamb-q22024xpressrelease.htm EX-99.1 Exhibit 99.1 PRESS RELEASE [[Image Removed: gdcglogo003.jpg]] August 15, 2024 at 7:00 a.m. ET Gambling.com Group Reports Second Quarter 2024 Results and Raises 2024 Guidance �Second Quarter Revenue Increases 18% to Record $30.5 Million; Net Income Rises to $6.9 Million �Record Second Quarter Adjusted EBITDA of $11.2 Million CHARLOTTE � August 15, 2024 � Gambling.com Group Limited (Nasdaq: GAMB) (�Gambling.com Group� or the �Company�), a fast-growing provider of digital marketing services for the global online gambling industry, today reported financial results for the second quarter ended June 30, 2024. The Company also raised its 2024 revenue and Adjusted EBITDA guidance as detailed below. �Our second quarter and year-to-date results highlight the incredible power of our high-intent audience and the clear value we create for our online gambling operator clients. Our team�s proven ability to dynamically manage our owned and operated assets to quickly address changes to the operating environment was evident in the second quarter�s strong topline and Adjusted EBITDA growth, and will continue to benefit us in the future,� commented Charles Gillespie, Chief Executive Officer and Co-Founder of Gambling.com Group. �As we continue to execute at a high level, expand our footprint in the online gambling ecosystem and leverage industry growth opportunities, we continue to see a clear path towards our goal of $100 million in annual Adjusted EBITDA. Our significant share repurchase activity in the first half of this year underscores our confidence in the future of the business.� Elias Mark, Chief Financial Officer of Gambling.com Group added, �Our second quarter performance was driven by our team�s faster than expected re-calibration of our portfolio, leading to accelerated performance of our owned and operated assets. Year-over-year second quarter revenue and Adjusted EBITDA growth of 18% and 19%, respectively, reflect very strong delivery of iGaming NDCs across Europe, including the United Kingdom, as well as resiliency in our North American business, against a challenging comparative prior-year period.� Second Quarter 2024 vs. Second Quarter 2023 Financial Highlights (USD in thousands, except per share data, unaudited) Three Months Ended June 30, Change 2024 2023 % Revenue 30,541 25,972 18 % Net income for the period attributable to shareholders (1) 6,930 278 2393 % Net income per share attributable to shareholders, diluted (1) 0.19 0.01 1800 % Net income margin (1) 23 % 1 % Adjusted net income for the period attributable to shareholders (1)(2) 7,356 6,535 13 % Adjusted net income per share attributable to shareholders, diluted (1)(2) 0.20 0.17 18 % Adjusted EBITDA (1)(2) 11,211 9,424 19 % Adjusted EBITDA Margin (1)(2) 37 % 36 % Cash flows generated by operating activities 193 4,586 (96) % Free Cash Flow (2) 5,983 8,653 (31) % __________ (1) For the three months ended June 30, 2024, Net income and Net income per share include, and Adjusted net income and Adjusted net income per share exclude, adjustments related to the Company's 2022 acquisition of BonusFinder of $0.4 million, or $0.01 per share. 1 -------------------------------------------------------------------------------- Similarly, these adjustments totaled $6.1 million, or $0.16 per share, for the three months ended June 30, 2023. See �Supplemental Information - Non-IFRS Financial Measures� and the tables at the end of this release for an explanation of the adjustments. (2) Represents a non-IFRS measure. See �Supplemental Information - Non-IFRS Financial Measures� and the tables at the end of this release for reconciliations to the comparable IFRS numbers. Second Quarter 2024 and Recent Business Highlights �Delivered more than 108,000 new depositing customers (�NDCs�) �Completed highly accretive acquisition of Freebets.com and related assets on April 1st, and made the initial consideration payment of $20.0 million �Repurchased 833,770 shares at an average price of $8.17 per share. Subsequent to the end of the second quarter, repurchased an additional 798,061 shares at an average price of $8.87 per share �Made final deferred consideration payment of $13.6 million for BonusFinder.com �Drew $18.0 million on the credit facility �Authorized an additional $10.0 million for the Company's share repurchase program on August 14th Second Quarter 2024 Results Compared to Second Quarter 2023 Revenue rose 18% year-over-year to a second quarter record $30.5 million. The Company delivered more than 108,000 NDCs to customers, an increase of 19% year-over-year, even as the year-ago period benefited from atypically strong growth in U.S. sports betting NDCs, which did not recur this year. Gross profit increased 16% to $29.1 million, including a $0.5 million increase in cost of sales related to the Company's media partnerships. Total operating expenses decreased 15% to $20.8 million, reflecting the elimination of fair value movement in contingent consideration and a modest decrease in general and administrative expenses, partially offset by increases in sales and marketing and technology expenses. Net income attributable to shareholders rose from $0.3 million to $6.9 million and net income per share rose from $0.01 to $0.19. Adjusted net income increased 13% to $7.4 million and adjusted net income per share increased 18% to $0.20. Adjusted EBITDA was $11.2 million, reflecting an Adjusted EBITDA margin of 37% as compared to Adjusted EBITDA of $9.4 million and an Adjusted EBITDA margin of 36%, in the year-ago period. Operating cash flow of $0.2 million included $7.2 million for the final deferred consideration payment for the acquisition of BonusFinder. Absent the deferred consideration payment, operating cash flow would have been $7.4 million. Free Cash Flow was $6.0 million compared to $8.7 million in the year-ago period reflecting working capital movements and increased capital expenditures. 2024 Outlook Gambling.com Group today updated its 2024 full-year revenue and Adjusted EBITDA guidance. The Company now expects full year revenue of $123 million to $127 million and Adjusted EBITDA of $44 million to $47 million. The midpoints of the new full year revenue and Adjusted EBITDA guidance ranges represent year-over-year growth of 15% and 24%, respectively. The Company's updated outlook compares to the guidance provided on May 16, 2024 for revenue of $118 million to $122 million and Adjusted EBITDA of $40 million to $44 million. The Company�s guidance assumes: �No additional North American markets come online over the balance of 2024 �Apart from the completed acquisition of Freebets.com and related assets, no benefit from any additional acquisitions in 2024 �Full year cost of sales of approximately $6.5 million, of which $3.7 million was incurred in the first half of 2024 �An average EUR/USD exchange rate of 1.09 throughout 2024 2 -------------------------------------------------------------------------------- First Half 2024 vs. First Half 2023 Financial Highlights (USD in thousands, except per share data, unaudited) Six Months Ended June 30, Change 2024 2023 % Revenue 59,756 52,664 13 % Net income for the period attributable to shareholders (1) 14,229 6,873 107 % Net income per share attributable to shareholders, diluted (1) 0.38 0.18 111 % Net income margin (1) 24 % 13 % Adjusted net income for the period attributable to shareholders (1)(2) 14,908 14,086 6 % Adjusted net income per share attributable to shareholders, diluted (1)(2) 0.40 0.37 8 % Adjusted EBITDA (1)(2) 21,370 20,097 6 % Adjusted EBITDA Margin (1)(2) 36 % 38 % Cash flows generated by operating activities 8,999 11,669 (23) % Free Cash Flow (2) 14,176 15,124 (6) % __________ (1) For the six months ended June 30, 2024, Net income and Net income per share include, and Adjusted net income and Adjusted net income per share exclude, adjustments related to the Company's 2022 acquisition of BonusFinder of $0.7 million, or $0.02 per share. Similarly, these adjustments totaled $7.0 million, or $0.19 per share, for the six months ended June 30, 2023. See �Supplemental Information - Non-IFRS Financial Measures� and the tables at the end of this release for an explanation of the adjustments. (2) Represents a non-IFRS measure. See �Supplemental Information - Non-IFRS Financial Measures� and the tables at the end of this release for reconciliations to the comparable IFRS numbers. Conference Call Details Date/Time: Thursday, August 15, 2024, at 8:00 a.m. ET Webcast: https://www.webcast-eqs.com/gamb20240815/en U.S. Toll-Free Dial In: 877-407-0890 International Dial In: 1 201-389-0918 To access, please dial in approximately 10 minutes before the start of the call. An archived webcast of the conference call will also be available in the News & Events section of the Company�s website at gambling.com/corporate/investors/news-events. Information contained on the Company�s website is not incorporated into this press release. ### For further information, please contact: Investors: Peter McGough, Gambling.com Group, investors@gdcgroup.com Richard Land, Norberto Aja, JCIR, GAMB@jcir.com, 212-835-8500 Media: Eddie Motl, Gambling.com Group, media@gdcgroup.com About Gambling.com Group Limited Gambling.com Group Limited (Nasdaq: GAMB) (the �Group�) is a fast-growing provider of digital marketing services for the global online gambling industry. Founded in 2006, the Group has offices globally, primarily operating in the United States and Ireland. Through its proprietary technology platform, the Group publishes a portfolio of premier branded websites including Gambling.com, Bookies.com, Casinos.com, and RotoWire.com. Gambling.com Group owns and operates more than 50 websites in seven languages across 15 national 3 -------------------------------------------------------------------------------- markets covering all aspects of the online gambling industry, including iGaming and sports betting, and the fantasy sports industry. Use of Non-IFRS Measures This press release contains certain non-IFRS financial measures, such as Adjusted Net Income, EBITDA, Adjusted EBITDA, Adjusted EBITDA Margin, Free Cash Flow, and related ratios. See �Supplemental Information - Non-IFRS Financial Measures� and the tables at the end of this release for an explanation of the adjustments and reconciliations to the comparable IFRS numbers. Cautionary Note Concerning Forward-Looking Statements This press release contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, Section 21E of the Securities Exchange Act of 1934, as amended, 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. All statements other than statements of historical facts contained in this press release, including statements relating to the ability of our owned and operated websites to generate higher revenues and Adjusted EBIDTA and otherwise benefit us in the future, whether we can achieve $100 million in annual Adjusted EBITDA, and our 2024 outlook, are all forward-looking statements. These statements represent our opinions, expectations, beliefs, intentions, estimates or strategies regarding the future, which may not be realized. In some cases, you can identify forward-looking statements by terms such as �believe,� �may,� �estimate,� �continue,� �anticipate,� �intend,� �should,� �plan,� �expect,� �predict,� �potential,� �could,� �will,� �would,� �ongoing,� �future� or the negative of these terms or other similar expressions that are intended to identify forward-looking statements, although not all forward-looking statements contain these identifying words. Forward-looking statements are based largely on our current expectations and projections about future events and financial trends that we believe may affect our financial condition, results of operations, business strategy, short-term and long-term business operations and objectives and financial needs. These forward-looking statements involve known and unknown risks, uncertainties, contingencies, changes in circumstances that are difficult to predict and other important factors that may cause our actual results, performance, or achievements to be materially and/or significantly different from any future results, performance or achievements expressed or implied by the forward-looking statement. Important factors that could cause actual results to differ materially from our expectations are discussed under �Item 3. Key Information - Risk Factors� in Gambling.com Group�s annual report filed on Form 20-F for the year ended December 31, 2023 with the U.S. Securities and Exchange Commission (the �SEC�) on March 21, 2024, and Gambling.com Group�s other filings with the SEC as such factors may be updated from time to time. Any forward-looking statements contained in this press release speak only as of the date hereof and accordingly undue reliance should not be placed on such statements. Gambling.com Group disclaims any obligation or undertaking to update or revise any forward-looking statements contained in this press release, whether as a result of new information, future events or otherwise, other than to the extent required by applicable law. 4 -------------------------------------------------------------------------------- Consolidated Statements of Comprehensive Income (Unaudited) (USD in thousands, except per share amounts) The following table details the consolidated statements of comprehensive income for the three and six months ended June 30, 2024 and 2023 in the Company's reporting currency and constant currency. Reporting Currency Constant Currency Reporting Currency Constant Currency Three Months Ended June 30, Change Change Six Months Ended June 30, Change Change 2024 2023 % % 2024 2023 % % Revenue 30,541 25,972 18 % 19 % 59,756 52,664 13 % 14 % Cost of sales (1,436) (896) 60 % 62 % (3,669) (1,887) 94 % 96 % Gross profit 29,105 25,076 16 % 17 % 56,087 50,777 10 % 11 % Sales and marketing expenses (10,713) (8,744) 23 % 24 % (20,325) (17,008) 20 % 20 % Technology expenses (3,094) (2,464) 26 % 27 % (6,309) (4,704) 34 % 35 % General and administrative expenses (6,237) (6,928) (10) % (9) % (12,541) (12,466) 1 % 1 % Movements in credit losses allowance and write-offs (741) (118) 528 % 533 % (701) (767) (9) % (8) % Fair value movement on contingent consideration � (6,087) (100) % (100) % � (6,939) (100) % (100) % Operating profit 8,320 735 1032 % 1046 % 16,211 8,893 82 % 83 % Finance income 230 606 (62) % (62) % 1,174 706 66 % 67 % Finance expenses (897) (420) 114 % 116 % (1,351) (983) 37 % 38 % Income before tax 7,653 921 731 % 741 % 16,034 8,616 86 % 87 % Income tax charge (723) (643) 12 % 14 % (1,805) (1,743) 4 % 4 % Net income for the period attributable to shareholders 6,930 278 2393 % 2429 % 14,229 6,873 107 % 108 % Other comprehensive income (loss) Exchange differences on translating foreign currencies (921) (676) 36 % 38 % (3,515) 692 (608) % (611) % Total comprehensive income for the period attributable to shareholders 6,009 (398) 1610 % 1621 % 10,714 7,565 42 % 43 % 5 -------------------------------------------------------------------------------- Consolidated Statements of Financial Position (Unaudited) (USD in thousands) JUNE 30, DECEMBER 31, 2024 2023 ASSETS Non-current assets Property and equipment 1,687 908 Right-of-use assets 5,272 1,460 Intangible assets 133,164 98,000 Deferred tax asset 6,694 7,134 Total non-current assets 146,817 107,502 Current assets Trade and other receivables 20,807 21,938 Cash and cash equivalents 7,523 25,429 Total current assets 28,330 47,367 Total assets 175,147 154,869 EQUITY AND LIABILITIES Equity Share capital � � Capital reserve 75,778 74,166 Treasury shares (12,916) (3,107) Share-based compensation reserve 8,900 7,414 Foreign exchange translation deficit (7,722) (4,207) Retained earnings 58,887 44,658 Total equity 122,927 118,924 Non-current liabilities Lease liability 4,344 1,190 Deferred tax liability 2,208 2,008 Borrowings 17,032 � Total non-current liabilities 23,584 3,198 Current liabilities Trade and other payables 6,958 10,793 Deferred income 1,869 2,207 Deferred consideration 17,092 18,811 Contingent consideration 1,317 � Borrowings and accrued interest 145 � Other liability � 308 Lease liability 1,217 533 Income tax payable 38 95 Total current liabilities 28,636 32,747 Total liabilities 52,220 35,945 Total equity and liabilities 175,147 154,869 6 -------------------------------------------------------------------------------- Consolidated Statements of Cash Flows (Unaudited) (USD in thousands) Three months ended June 30, Six Months Ended June 30, 2024 2023 2024 2023 Cash flow from operating activities Income before tax 7,653 921 16,034 8,616 Finance expense, net 667 (187) 177 277 Adjustments for non-cash items: Depreciation and amortization 1,621 480 2,245 1,025 Movements in credit loss allowance and write-offs 741 118 701 767 Fair value movement on contingent consideration � 6,087 � 6,939 Share-based payment expense 1,720 1,253 2,557 2,099 Income tax paid (1,654) (1,899) (1,440) (1,789) Payment of contingent consideration � (4,621) � (4,621) Payment of deferred consideration (7,156) � (7,156) � Cash flows from operating activities before changes in working capital 3,592 2,152 13,118 13,313 Changes in working capital Trade and other receivables (2,204) 1,971 36 (1,892) Trade and other payables (1,195) 401 (4,155) 186 Inventories � 62 � 62 Cash flows generated by operating activities 193 4,586 8,999 11,669 Cash flows from investing activities Acquisition of property and equipment (842) (51) (914) (204) Acquisition of intangible assets (20,605) (127) (20,605) (392) Capitalization of internally developed intangibles (524) (503) (1,065) (962) Interest received from bank deposits 30 � 104 � Payment of deferred consideration (5,594) � (10,044) (2,390) Payment of contingent consideration � (5,557) � (5,557) Cash flows used in investing activities (27,535) (6,238) (32,524) (9,505) Cash flows from financing activities Exercise of options 451 � 557 � Treasury shares acquired (6,666) (759) (9,750) (759) Proceeds from borrowings 18,000 � 18,000 � Transaction costs related to borrowings (847) � (847) � Interest payment attributable to third party borrowings (174) � (174) � Interest payment attributable to deferred consideration settled (832) � (1,382) (110) Principal paid on lease liability (154) (94) (254) (199) Interest paid on lease liability (55) (40) (89) (87) Cash flows generated by (used in) financing activities 9,723 (893) 6,061 (1,155) Net movement in cash and cash equivalents (17,619) (2,545) (17,464) 1,009 Cash and cash equivalents at the beginning of the period 25,318 33,564 25,429 29,664 Net foreign exchange differences on cash and cash equivalents (176) 292 (442) 638 Cash and cash equivalents at the end of the period 7,523 31,311 7,523 31,311 7 -------------------------------------------------------------------------------- Earnings Per Share Below is a reconciliation of basic and diluted earnings per share as presented in the Consolidated Statement of Comprehensive Income for the period specified, stated in USD thousands, except per share amounts (unaudited): Reporting Reporting Currency Three Months Ended June 30, Currency Change Constant Currency Change Six Months Ended June 30, Change Constant Currency Change 2024 2023 % % 2024 2023 % % Net income for the period attributable to shareholders 6,930 278 2393 % 2429 % 14,229 6,873 107 % 108 % Weighted-average number of ordinary shares, basic 36,724,946 37,082,794 (1) % (1) % 36,906,748 36,757,214 � % � % Net income per share attributable to shareholders, basic 0.19 0.01 1800 % 1800 % 0.39 0.19 105 % 105 % Net income for the period attributable to shareholders 6,930 278 2393 % 2429 % 14,229 6,873 107 % 108 % Weighted-average number of ordinary shares, diluted 36,990,785 38,462,183 (4) % (4) % 37,212,252 38,123,560 (2) % (2) % Net income per share attributable to shareholders, diluted 0.19 0.01 1800 % 1800 % 0.38 0.18 111 % 111 % Disaggregated Revenue Revenue is disaggregated based on how the nature, amount, timing and uncertainty of the revenue and cash flows are affected by economic factors. The Company presents revenue as disaggregated by market based on the location of end user as follows: Three Months Ended June 30, Change Six Months Ended June 30, Change 2024 2023 2024 vs 2023 2024 2023 2024 vs 2023 North America 12,257 13,361 (8) % 27,073 27,504 (2) % U.K. and Ireland 9,911 8,364 18 % 18,831 16,891 11 % Other Europe 5,931 2,812 111 % 9,792 5,582 75 % Rest of the world 2,442 1,435 70 % 4,060 2,687 51 % Total revenues 30,541 25,972 18 % 59,756 52,664 13 % The Company presents disaggregated revenue by monetization type as follows: Three Months Ended June 30, Change Six Months Ended June 30, Change 2024 2023 2024 vs 2023 2024 2023 2024 vs 2023 Performance marketing 24,219 20,776 17 % 47,592 42,537 12 % Subscription and content syndication 1,946 1,712 14 % 3,905 3,575 9 % Advertising and other 4,376 3,484 26 % 8,259 6,552 26 % Total revenues 30,541 25,972 18 % 59,756 52,664 13 % 8 -------------------------------------------------------------------------------- The Company also tracks its revenues based on the product type from which it is derived. Revenue disaggregated by product type was as follows: Three Months Ended June 30, Change Six Months Ended June 30, Change 2024 2023 2024 vs 2023 2024 2023 2024 vs 2023 Casino 22,073 17,541 26 % 41,883 34,613 21 % Sports 8,180 8,394 (3) % 17,317 17,588 (2) % Other 288 37 678 % 556 463 20 % Total revenues 30,541 25,972 18 % 59,756 52,664 13 % Supplemental Information Rounding We have made rounding adjustments to some of the figures included in the discussion and analysis of our financial condition and results of operations together with our consolidated financial statements and the related notes thereto. Accordingly, numerical figures shown as totals in some tables may not be an arithmetic aggregation of the figures that preceded them. Non-IFRS Financial Measures Management uses several financial measures, both IFRS and non-IFRS financial measures in analyzing and assessing the overall performance of the business and for making operational decisions. Adjusted Net Income and Adjusted Net Income Per Share Adjusted net income is a non-IFRS financial measure defined as net income attributable to equity holders excluding the fair value gain or loss related to contingent consideration, unwinding of deferred consideration, and certain employee bonuses related to acquisitions. Adjusted net income per diluted share is a non-IFRS financial measure defined as adjusted net income attributable to equity holders divided by the diluted weighted average number of common shares outstanding. We believe adjusted net income and adjusted net income per diluted share are useful to our management as a measure of comparative performance from period to period as these measures remove the effect of the fair value gain or loss related to the contingent consideration, unwinding of deferred consideration, and certain employee bonuses, all associated with our acquisitions, during the limited period where these items are incurred. The unwinding of deferred consideration during the three and six months ended June 30, 2024 is mainly associated with the unwinding of the discount applied to the valuation of deferred consideration for the acquisition of the Freebets.com assets. The unwinding of deferred consideration and employee bonuses incurred until April 2024 relate to the Company�s acquisition of RotoWire and BonusFinder. See Note 5 of the consolidated financial statements for the year ended December 31, 2023 filed on March 21, 2024 for a description of the contingent and deferred considerations associated with our 2022 acquisitions. Below is a reconciliation to Adjusted net income attributable to equity holders and Adjusted net income per share, diluted from net income for the period attributable to the equity holders and net income per share attributed to ordinary shareholders, diluted as presented in the Consolidated Statements of Comprehensive Income and for the period specified stated in the Company's reporting currency and constant currency (unaudited): 9 -------------------------------------------------------------------------------- Reporting Currency Constant Currency Reporting Currency Constant Currency Three months ended June 30, Change Change Six Months Ended June 30, Change Change 2024 2023 % % 2024 2023 % % Revenue 30,541 25,972 18 % 19 % 59,756 52,664 13 % 14 % Net income for the period attributable to shareholders 6,930 278 2393 % 2429 % 14,229 6,873 107 % 108 % Net income margin 23 % 1 % 24 % 13 % Net income for the period attributable to shareholders 6,930 278 2393 % 2429 % 14,229 6,873 107 % 108 % Fair value movement on contingent consideration (1) � 6,087 (100) % (100) % � 6,939 (100) % (100) % Unwinding of deferred consideration (1) 426 55 675 % 689 % 679 109 523 % 529 % Employees' bonuses related to acquisition(1) � 115 (100) % (100) % � 165 (100) % (100) % Adjusted net income for the period attributable to shareholders 7,356 6,535 13 % 14 % 14,908 14,086 6 % 7 % Net income per share attributable to shareholders, basic 0.19 0.01 1800 % 1800 % 0.39 0.19 105 % 105 % Effect of adjustments for fair value movements on contingent consideration, basic 0.00 0.16 (100) % (100) % 0.00 0.19 (100) % (100) % Effect of adjustments for unwinding on deferred consideration, basic 0.01 0.00 100 % 100 % 0.02 0.00 100 % 100 % Effect of adjustments for bonuses related to acquisition, basic 0.00 0.00 � % � % 0.00 0.00 � % � % Adjusted net income per share attributable to shareholders, basic 0.20 0.17 18 % 11 % 0.41 0.38 8 % 8 % Net income per share attributable to ordinary shareholders, diluted 0.19 0.01 1800 % 1800 % 0.38 0.18 111 % 111 % Adjusted net income per share attributable to shareholders, diluted 0.20 0.17 18 % 18 % 0.40 0.37 8 % 8 % __________ (1) There is no tax impact from fair value movement on contingent consideration, unwinding of deferred consideration or employee bonuses related to acquisition. EBITDA, Adjusted EBITDA and Adjusted EBITDA Margin EBITDA is a non-IFRS financial measure defined as earnings excluding interest, income tax (charge) credit, depreciation, and amortization. Adjusted EBITDA is a non-IFRS financial measure defined as EBITDA adjusted to exclude the effect of non-recurring items, significant non-cash items, share-based payment expense, foreign exchange gains (losses), fair value of contingent consideration, and other items that our board of directors believes do not reflect the underlying performance of the business, including acquisition related expenses, such as acquisition related costs and bonuses. Adjusted EBITDA Margin is a non-IFRS measure defined as Adjusted EBITDA as a percentage of revenue. We believe Adjusted EBITDA and Adjusted EBITDA Margin are useful to our management team as a measure of comparative operating performance from period to period as those measures remove the effect of items not directly resulting from our core operations including effects that are generated by differences in capital structure, depreciation, tax effects and non-recurring events. 10 -------------------------------------------------------------------------------- While we use Adjusted EBITDA and Adjusted EBITDA Margin as tools to enhance our understanding of certain aspects of our financial performance, we do not believe that Adjusted EBITDA and Adjusted EBITDA Margin are substitutes for, or superior to, the information provided by IFRS results. As such, the presentation of Adjusted EBITDA and Adjusted EBITDA Margin is not intended to be considered in isolation or as a substitute for any measure prepared in accordance with IFRS. The primary limitations associated with the use of Adjusted EBITDA and Adjusted EBITDA Margin as compared to IFRS results are that Adjusted EBITDA and Adjusted EBITDA Margin as we define them may not be comparable to similarly titled measures used by other companies in our industry and that Adjusted EBITDA and Adjusted EBITDA Margin may exclude financial information that some investors may consider important in evaluating our performance. Below is a reconciliation to EBITDA, Adjusted EBITDA from net income for the period attributable to shareholders as presented in the Consolidated Statements of Comprehensive Income and for the period specified (unaudited): Reporting Currency Constant Currency Reporting Currency Constant Currency Three Months Ended June 30, Change Change Six Months Ended June 30, Change Change 2024 2023 % % 2024 2023 % % (USD in thousands) (USD in thousands) Net income (loss) for the period attributable to shareholders 6,930 278 2393 % 2429 % 14,229 6,873 107 % 108 % Add back (deduct): Interest expenses on borrowings and lease liability 445 44 911 % 911 % 479 87 451 % 457 % Income tax charge 723 643 12 % 14 % 1,805 1,743 4 % 4 % Depreciation expense 71 63 13 % 15 % 141 120 18 % 18 % Amortization expense 1,550 417 272 % 275 % 2,104 905 132 % 134 % EBITDA 9,719 1,445 573 % 580 % 18,758 9,728 93 % 94 % Share-based payment and related expense 1,720 1,253 37 % 39 % 2,557 2,099 22 % 23 % Fair value movement on contingent consideration � 6,087 (100) % (100) % � 6,939 (100) % (100) % Interest income (30) (60) (50) % (49) % (104) (79) 32 % 33 % Unwinding of deferred consideration 426 55 675 % 689 % 679 109 523 % 529 % Foreign currency translation losses (gains), net (198) (243) (19) % (18) % (917) 103 (990) % (999) % Other finance results 24 18 33 % 33 % 40 57 (30) % (30) % Secondary offering related costs � 733 (100) % (100) % � 733 (100) % (100) % Acquisition related costs (1)(2) (450) 21 (2243) % (2243) % 357 243 47 % 48 % Employees' bonuses related to acquisition � 115 (100) % (100) % � 165 (100) % (100) % Adjusted EBITDA 11,211 9,424 19 % 20 % 21,370 20,097 6 % 7 % __________ (1) The acquisition costs are related to historical and contemplated business combinations of the Group. (2) During the three months ended June 30, 2024, accounting treatment related to the asset acquisition in April 2024 was finalized which resulted in capitalization of $0.5 million acquisition related costs incurred during the three months ended March 31, 2024 11 -------------------------------------------------------------------------------- Below is the Adjusted EBITDA Margin calculation for the period specified stated in the Company's reporting currency and constant currency (unaudited): Reporting Currency Constant Currency Reporting Currency Constant Currency Three Months Ended June 30, Change Change Six Months Ended June 30, Change Change 2024 2023 % % 2024 2023 % % (USD in thousands, except margin) (in thousands USD, except margin) Revenue 30,541 25,972 18 % 19 % 59,756 52,664 13 % 14 % Adjusted EBITDA 11,211 9,424 19 % 20 % 21,370 20,097 6 % 7 % Adjusted EBITDA Margin 37 % 36 % 36 % 38 % In regard to forward looking non-IFRS guidance, we are not able to reconcile the forward-looking non-IFRS Adjusted EBITDA measure to the closest corresponding IFRS measure without unreasonable efforts because we are unable to predict the ultimate outcome of certain significant items including, but not limited to, fair value movements, share-based payments for future awards, acquisition-related expenses and certain financing and tax items. Free Cash Flow Free Cash Flow is a non-IFRS liquidity financial measure defined as cash flow from operating activities less capital expenditures. In the second quarter of 2024, the Company changed its definition of free cash flow to exclude from capital expenditures the cash flows related to acquisitions accounted for as business combinations and asset acquisitions. Previously, capital expenditures only excluded cash flows related to business combinations. The Company believes that this more appropriately reflects the measurement of free cash flow as it limits the adjustments to capital expenditures that relate to ongoing maintenance capital expenditure. We believe Free Cash Flow is useful to our management team as a measure of financial performance as it measures our ability to generate additional cash from our operations. While we use Free Cash Flow as a tool to enhance our understanding of certain aspects of our financial performance, we do not believe that Free Cash Flow is a substitute for, or superior to, the information provided by IFRS metrics. As such, the presentation of Free Cash Flow is not intended to be considered in isolation or as a substitute for any measure prepared in accordance with IFRS. The primary limitation associated with the use of Free Cash Flow as compared to IFRS metrics is that Free Cash Flow does not represent residual cash flows available for discretionary expenditures because the measure does not deduct the payments required for debt payments and other obligations or payments made for acquisitions. Free Cash Flow as we define it also may not be comparable to similarly titled measures used by other companies in the online gambling affiliate industry. Below is a reconciliation to Free Cash Flow from cash flows generated by operating activities as presented in the Consolidated Statement of Cash Flows for the period specified in the Company's reporting currency (unaudited): 12 -------------------------------------------------------------------------------- Three Months Ended June 30, Change Six Months Ended June 30, Change 2024 2023 % 2024 2023 % (in thousands USD, unaudited) (USD in thousands, unaudited) Cash flows generated by operating activities 193 4,586 (96) % 8,999 11,669 (23) % Adjustment for items presented in operating activities: Payment of contingent consideration � 4,621 (100) % � 4,621 (100) % Payment of deferred consideration 7,156 � 100 % 7,156 � 100 % Adjustment for items presenting in investing activities: Capital Expenditures (1) (1,366) (554) 147 % (1,979) (1,166) (70) % Free Cash Flow 5,983 8,653 (31) % 14,176 15,124 (6) % __________ (1) Capital expenditures are defined as the acquisition of property and equipment, and capitalized research and development costs, and excludes cash flows related to acquisitions accounted for as business combinations and asset acquisitions, as described above. Accordingly, capital expenditures presented above for the six months ended June 30, 2024 and 2023 exclude $20.6 million (related to the Freebets.com Asset acquisition) and $0.4 million, respectively. Due to the change in the definition of free cash flow, as discussed above, the Company has recast its full year 2023, 2022 and 2021 free cash flow in the following tables. The table below provides free cash flow in accordance with the changed definition of free cash flow, which excludes capital expenditures related to the acquisition of intangible assets: Year Ended December 31, 2023 2022 2021 (USD in thousands) Cash flows generated by operating activities 17,910 18,755 13,997 Adjustment for items presented in operating activities: Payment of contingent consideration 4,621 � � Payment of deferred consideration 2,897 � � Adjustment for items presenting in investing activities: Capital Expenditures (2,365) (2,323) (1,964) Free Cash Flow 23,063 16,432 12,033 Capital expenditures presented above for the years ended December 31, 2023, 2022 and 2021 have been recast to exclude cash flows related to intangible asset acquisitions $6.9 million, $7.0 million and $3.6 million, respectively. 13