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6-K 1 gambling-6kxq42024pressrel.htm 6-K Document

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 March 2025
(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 March 20, 2025, Gambling.com Group Limited (NASDAQ: GAMB) issued a press release announcing its financial results for the period ended December 31, 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.

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EXHIBIT INDEX
Exhibit
 
Description
 
99.1

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: March 20, 2025

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EX-99.1 2 gamb-q42024xpressrelease.htm EX-99.1 Document
Exhibit 99.1

PRESS RELEASE
gdcglogo003a.jpg
March 20, 2025 at 7:00 a.m. ET

Gambling.com Group Reports Fourth Quarter and Full-Year 2024 Results

2025 Guidance Mid-points Imply 35% and 40% Year-Over-Year Revenue and Adjusted EBITDA Growth

CHARLOTTE – March 20, 2025 – 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 fourth quarter and full-year ended December 31, 2024.

Charles Gillespie, Chief Executive Officer and Co-Founder of Gambling.com Group, commented, “Our record fourth quarter and full-year results were driven by our team’s prioritization of iGaming across the markets where we operate. Our team delivered outstanding performance in the quarter, especially when compared to the launch driven results in the prior-year period. We anticipate growth and continued market share gains in our performance marketing business across all geographic regions in 2025, including North America. The consolidation of Odds Holdings, Inc. from January 1st marks the start of the Company’s next phase of growth as we layer on sports data solutions to our existing, high-growth, high-margin business. Our competitive positioning is strong across the globe.”

“We capped an active and productive year during which we set the stage for continued strong growth in 2025 and beyond,” said Mr. Gillespie. “In 2024, we extended our record of delivering full-year revenue, Adjusted EBITDA and Free Cash Flow growth with those metrics improving 17%, 33%, and 81%, respectively, year-over-year. In addition, we strengthened our product and market positioning organically as well as through the complementary, accretive acquisitions of Freebets.com and Odds Holdings. With the biggest and most talented team we have ever had and an enhanced product offering, we are making great progress towards our goal of reaching $100 million in annual Adjusted EBITDA.”

Elias Mark, Chief Financial Officer of Gambling.com Group, added, “Fourth quarter revenue and Adjusted EBITDA increased 9% and 39% year-over-year, respectively, and over 80% of Adjusted EBITDA converted to free cash flow, reflecting the continued success of our strategies to optimize the returns from our global portfolio of owned and operated assets. As expected, we generated strong online casino growth across all our geographical regions, while our North American business continued to be resilient against challenging comparables. As reflected in our full-year guidance, we expect to generate significant year-over-year revenue and Adjusted EBITDA growth in 2025, and we are well-positioned to carry this operating momentum forward.”

1



Financial Highlights Three Months Ended December 31, 2024 vs. Three Months Ended December 31, 2023
(USD in thousands, except per share data, unaudited)

Three Months Ended December 31, Change
2024 2023 %
Revenue 35,308  32,530  %
Net income for the period attributable to shareholders 7,933  6,372  24  %
Net income per share attributable to shareholders, diluted 0.23  0.16  44  %
Net income margin
22  % 20  %
Adjusted net income for the period attributable to shareholders (1)
12,172  8,622  41  %
Adjusted net income per share attributable to shareholders, diluted (1)
0.35  0.22  59  %
Adjusted EBITDA (1)
14,736  10,569  39  %
Adjusted EBITDA Margin (1)
42  % 32  %
Cash flows generated by operating activities 13,698  7,140  92  %
Free Cash Flow (1)
13,162  6,511  102  %
__________
(1) 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.

Fourth Quarter 2024 and Recent Business Highlights

•Delivered more than 145,000 new depositing customers (“NDCs”)
•Repurchased 486,312 shares at an average price of $9.80 per share
•Won Casino Affiliate of the Year at the 2024 EGR Operator Awards
•Completed accretive acquisition of Odds Holdings, Inc. on January 1, 2025 for initial consideration of $70 million in cash and $10 million in shares
•Expanded credit facility to $165 million with a new syndicate

Three Months Ended December 31, 2024 Results Compared to Three Months Ended December 31, 2023

Revenue rose 9% year-over-year to a record $35.3 million. The Company delivered more than 145,000 NDCs to clients, a 9% year-over-year decrease reflecting a challenging comparison primarily due to ESPNBet’s launch in 17 markets in the 2023 fourth quarter period.

Gross profit increased 21% to $33.1 million, due to strong revenue growth and a $2.9 million year-over-year decrease in cost of sales related to the Company's media partnerships.

Total operating expenses increased 21% to $23.3 million, primarily as a result of increased people costs and higher amortization related to the acquisition of Freebets.com and related assets.

Net income attributable to shareholders increased $1.6 million to $7.9 million and net income per share was $0.23 compared to $0.16 in the prior year period. Adjusted net income rose 41% to $12.2 million and adjusted net income per share increased 59% to $0.35.

Adjusted EBITDA increased 39% to a record $14.7 million, reflecting an Adjusted EBITDA margin of 42% as compared to Adjusted EBITDA of $10.6 million and an Adjusted EBITDA margin of 32% in the prior-year period.

Operating cash flow of $13.7 million compared to $7.1 million in the prior-year period. Free cash flow grew 102% to $13.2 million reflecting growth in net income and Adjusted EBITDA and positive working capital movements in the quarter.
2


2025 Outlook

Gambling.com Group today reiterated the 2025 full-year revenue and Adjusted EBITDA guidance originally provided on February 19, 2025. The Company expects full year revenue of $170 million to $174 million and Adjusted EBITDA of $67 million to $69 million. The midpoints of the new full year revenue and Adjusted EBITDA guidance ranges represent year-over-year growth of 35% and 40%, respectively, and an adjusted EBITDA margin of 39.5%.

The Company’s guidance assumes:

•Incremental Adjusted EBITDA contributions of approximately $14.5 million related to the acquisition of Odds Holdings, Inc. that was completed on January 1, 2025.
•No additional North American markets coming online over the balance of 2025. While online sports betting is expected to begin in Missouri in the second half of 2025, the Company’s guidance policy excludes any benefits from new state launches until such time as a definitive start date is announced by the appropriate regulatory body.
•An average EUR/USD exchange rate of 1.07 throughout 2025.
Financial Highlights Full Year Ended December 31, 2024 vs. Full Year Ended December 31, 2023
(USD in thousands, except per share data, unaudited)

Year ended December 31, Change
2024 2023 %
Revenue 127,182  108,652  17  %
Net income for the period attributable to shareholders 30,679  18,260  68  %
Net income per share attributable to shareholders, diluted 0.84  0.47  79  %
Net income margin
24  % 17  %
Adjusted net income for the period attributable to shareholders (1)
42,120  32,207  31  %
Adjusted net income per share attributable to shareholders, diluted (1)
1.16  0.84  38  %
Adjusted EBITDA (1)
48,691  36,715  33  %
Adjusted EBITDA Margin (1)
38  % 34  %
Cash flows generated by operating activities 37,638  17,910  110  %
Free Cash Flow (1)
41,582  23,000  81  %
__________
(1) 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, March 20, 2025, at 8:00 a.m. ET
Webcast: https://www.webcast-eqs.com/register/Gamb032025/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.
###
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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 more than 10 languages across 19 national markets covering all aspects of the online gambling industry, including iGaming and sports betting, and the fantasy sports industry. The Group's OddsJam platform provides a suite of tools and services to assist consumer and enterprise s in sports betting.
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 our further expansion of our footprint in the online gaming ecosystem, our continued market share gains in our performance marketing business across all geographic regions. whether we can achieve $100 million in annual Adjusted EBITDA, whether the North American market returns to growth in 2025, and our 2025 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, 2024 with the U.S. Securities and Exchange Commission (the “SEC”) on March 20, 2025, 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 twelve months ended December 31, 2024 and 2023 in the Company's reporting currency and constant currency.

Reporting Currency Constant Currency Reporting Currency Constant Currency
Three Months Ended December 31, Change Change Year ended December 31, Change Change
2024 2023 % % 2024 2023 % %
Revenue 35,308  32,530  % 10  % 127,182  108,652  17  % 18  %
Cost of sales (2,185) (5,089) (57) % (57) % (7,536) (9,112) (17) % (17) %
Gross profit 33,123  27,441  21  % 22  % 119,646  99,540  20  % 21  %
Sales and marketing expenses (10,876) (9,687) 12  % 13  % (41,897) (35,331) 19  % 19  %
Technology expenses (3,905) (3,058) 28  % 29  % (13,949) (10,287) 36  % 36  %
General and administrative expenses (9,064) (6,994) 30  % 31  % (27,645) (24,291) 14  % 14  %
Movements in credit losses allowance and write-offs 581  468  24  % 25  % (480) (914) (47) % (47) %
Fair value movement on contingent consideration —  —  —  % —  % —  (6,939) (100) % (100) %
Operating profit 9,859  8,170  21  % 22  % 35,675  21,778  64  % 65  %
Finance income 57  620  (91) % (91) % 1,570  634  148  % 149  %
Finance expenses (910) (2,577) (65) % (64) % (3,095) (2,271) 36  % 37  %
Income before tax 9,006  6,213  45  % 46  % 34,150  20,141  70  % 70  %
Income tax charge (1,073) 159  (775) % (778) % (3,471) (1,881) 85  % 85  %
Net income for the period attributable to shareholders 7,933  6,372  25  % 26  % 30,679  18,260  68  % 69  %
Other comprehensive income (loss)
Exchange differences on translating foreign currencies (7,399) 4,953  (249) % (251) % (6,605) 2,868  (330) % (331) %
Total comprehensive income for the period attributable to shareholders 534  11,325  (95) % (95) % 24,074  21,128  14  % 15  %
5


Consolidated Statements of Financial Position (Unaudited)
(USD in thousands)
DECEMBER 31,
2024
DECEMBER 31,
2023
ASSETS
Non-current assets
Property and equipment 1,833  908 
Right-of-use assets 4,632  1,460 
Intangible assets 130,811  98,000 
Deferred tax asset 6,418  7,134 
Total non-current assets 143,694  107,502 
Current assets
Trade and other receivables 21,160  21,938 
Cash and cash equivalents 13,729  25,429 
Total current assets 34,889  47,367 
Total assets 178,583  154,869 
EQUITY AND LIABILITIES
Equity
Share capital —  — 
Capital reserve 78,037  74,166 
Treasury shares (29,998) (3,107)
Share-based compensation reserve 10,624  7,414 
Foreign exchange translation deficit (10,812) (4,207)
Retained earnings 75,337  44,658 
Total equity 123,188  118,924 
Non-current liabilities
Lease liability 3,819  1,190 
Deferred tax liability 2,258  2,008 
Borrowings 19,582  — 
Total non-current liabilities 25,659  3,198 
Current liabilities
Trade and other payables 10,205  10,793 
Deferred income 2,616  2,207 
Deferred consideration 11,277  18,811 
Other liability —  308 
Borrowings and accrued interest 3,349  — 
Lease liability 1,213  533 
Income tax payable 1,076  95 
Total current liabilities 29,736  32,747 
Total liabilities 55,395  35,945 
Total equity and liabilities 178,583  154,869 
6


Consolidated Statements of Cash Flows (Unaudited)
(USD in thousands)
Three months ended December 31, Year ended December 31,
2024 2023 2024 2023
Cash flow from operating activities
Income before tax 9,006  6,213  34,150  20,141 
Finance expense (income), net 853  1,957  1,525  1,637 
Adjustments for non-cash items:
Depreciation and amortization 1,756  568  5,802  2,088 
Movements in credit loss allowance and write-offs (581) (468) 480  914 
Fair value movement on contingent consideration —  —  —  6,939 
Share-based payment expense 1,215  997  4,953  3,607 
Income tax paid (331) (2,063) (1,901) (3,826)
Payment of contingent consideration in relation to business combinations —  —  —  (4,621)
Payment of deferred consideration in relation to business combinations —  —  (7,156) (2,897)
Cash flows from operating activities before changes in working capital 11,918  7,204  37,853  23,982 
Changes in working capital
Trade and other receivables (670) (3,260) (98) (10,387)
Trade and other payables 2,450  3,196  (117) 4,240 
Inventories —  —  —  75 
Cash flows generated by operating activities 13,698  7,140  37,638  17,910 
Cash flows from investing activities
Acquisition of property and equipment (137) (157) (1,326) (451)
Acquisition of intangible assets —  (6,452) (21,074) (6,815)
Capitalization of internally developed intangibles (399) (472) (1,886) (1,977)
Interest received from bank deposits 20  90  137  259 
Payment of deferred consideration in relation to business combinations —  —  (10,154) (4,933)
Payment of deferred consideration for intangible assets (9,539) (9,539) — 
Payment of contingent consideration in relation to business combinations —  —  —  (5,557)
Cash flows used in investing activities (10,055) (6,991) (43,842) (19,474)
Cash flows from financing activities
Exercise of options 265  —  1,521  106 
Issue of ordinary shares 218  —  218  — 
Treasury shares acquired (4,883) (1,813) (27,078) (2,572)
Proceeds from borrowings —  —  45,560  — 
Transaction costs related to borrowings —  —  (847) — 
Repayment of borrowings —  —  (21,060) — 
Interest payment attributable to third party borrowings (342) —  (888) — 
Interest payment attributable to deferred consideration settled in relation to business combinations —  —  (1,272) (110)
Interest payment attributable to deferred consideration settled for intangible assets (461) —  (461) — 
Principal paid on lease liability (205) (98) (688) (402)
Interest paid on lease liability (78) (38) (249) (165)
Cash flows used in financing activities (5,486) (1,949) (5,244) (3,143)
Net movement in cash and cash equivalents (1,843) (1,800) (11,448) (4,707)
Cash and cash equivalents at the beginning of the period 15,723  26,884  25,429  29,664 
Net foreign exchange differences on cash and cash equivalents (151) 345  (252) 472 
Cash and cash equivalents at the end of the period 13,729  25,429  13,729  25,429 
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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):

Three Months Ended December 31, Reporting Currency Change Constant Currency Change Year ended December 31, Reporting Currency Change Constant Currency Change
2024 2023 % % 2024 2023 % %
Net income for the period attributable to shareholders 7,933  6,372  24  % 26  % 30,679  18,260  68  % 69  %
Weighted-average number of ordinary shares, basic 34,747,779 37,403,888 (7) % (7) % 36,034,115 37,083,262 (3) % (3) %
Net income per share attributable to shareholders, basic 0.23  0.17  35  % 35  % 0.85  0.49  73  % 73  %
Net income for the period attributable to shareholders 7,933  6,372  24  % 26  % 30,679  18,260  68  % 69  %
Weighted-average number of ordinary shares, diluted 35,188,864 38,879,038 (9) % (9) % 36,337,349 38,542,166 (6) % (6) %
Net income per share attributable to shareholders, diluted 0.23  0.16  44  % 44  % 0.84  0.47  79  % 79  %
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 December 31, Change Year ended December 31, Change
2024 2023 2024 vs 2023 2024 2023 2024 vs 2023
North America 15,632  20,516  (24) % 55,500  60,755  (9) %
UK and Ireland 10,555  7,495  41  % 39,179  31,347  25  %
Other Europe 6,366  3,086  106  % 22,463  10,994  104  %
Rest of the world 2,755  1,433  92  % 10,040  5,556  81  %
Total revenues 35,308  32,530  % 127,182  108,652  17  %
The Company presents disaggregated revenue by monetization type as follows:
Three Months Ended December 31, Change Year ended December 31, Change
2024 2023 2024 vs 2023 2024 2023 2024 vs 2023
Performance marketing 28,404  27,000  % 101,078  87,824  15  %
Subscription 2,191  2,009  % 8,367  7,652  %
Advertising & other 4,713  3,521  34  % 17,737  13,176  35  %
Total revenues 35,308  32,530  % 127,182  108,652  17  %
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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 December 31, Change Year ended December 31, Change
2024 2023 2024 vs 2023 2024 2023 2024 vs 2023
Casino 25,505  17,081  49  % 92,224  66,869  38  %
Sports 9,135  14,933  (39) % 33,282  40,634  (18) %
Other 668  516  29  % 1,676  1,149  46  %
Total revenues 35,308  32,530  % 127,182  108,652  17  %
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

In the fourth quarter of 2024, we changed our definition of adjusted net income, a non-IFRS financial measure, to net income attributable to equity holders adjusted to exclude the effect of non-recurring items, significant non-cash items, share-based payment expense, fair value movements related to contingent consideration, unwinding of deferred consideration, amortization expenses related to acquired businesses and assets, 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. Previously, adjusted net income, a non-IFRS financial measure was 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. We believe this more appropriately reflects the measurement of Adjusted Net Income as it includes adjustments for non-recurring items and significant non-cash items in addition to fair value movements related to contingent consideration and unwinding of deferred consideration.

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 non-recurring items, significant non-cash items, fair value movements related to the contingent consideration, unwinding of deferred consideration, and acquisition related expenses. See Note 2 of the consolidated financial statements for the year ended December 31, 2024 filed on March 20, 2025 for a description of the contingent and deferred considerations associated with our acquisitions.

While we use Adjusted net income and Adjusted net income per share as tools to enhance our understanding of certain aspects of our financial performance, we do not believe that Adjusted net income and Adjusted net income per share are substitutes for, or superior to, the information provided by IFRS results. As such, the presentation of Adjusted net income and Adjusted net income per share is not intended to be considered in isolation or as a substitute for any measure prepared in accordance with IFRS.
9


The primary limitations associated with the use of Adjusted net income and Adjusted net income per share as compared to IFRS results are that Adjusted net income and Adjusted net income per share as we define them may not be comparable to similarly titled measures used by other companies in our industry and that Adjusted net income and Adjusted net income per share may exclude financial information that some investors may consider important in evaluating our performance.

Below is a reconciliation to Adjusted net income attributable to equity holders and Adjusted net income per share 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):

Reporting Currency Constant Currency Reporting Currency Constant Currency
Three months ended December 31, Change Change Year ended December 31, Change Change
2024 2023 % % 2024 2023 % %
Revenue 35,308 32,530 % 10  % 127,182 108,652 17  % 18  %
Net income for the period attributable to shareholders 7,933 6,372 24  % 26  % 30,679 18,260 68  % 69  %
Net income margin 22  % 20  % 24  % 17  %
Net income for the period attributable to shareholders 7,933  6,372  24  % 26  % 30,679  18,260  68  % 69  %
Share-based payment and related expense (2)
1,215  997  22  % 23  % 4,953  3,787  31  % 31  %
Fair value movement on contingent consideration (1) —  —  —  % —  % —  6,939  (100) % (100) %
Unwinding of deferred consideration (1) 213  309  (31) % (30) % 1,289  735  75  % 76  %
Employees' bonuses related to acquisition(1)
—  125  (100) % (100) % —  368  (100) % (100) %
Secondary offering related costs —  —  —  % —  % —  733  (100) % (100) %
Employees' bonuses related to offering —  201  (100) % (100) % —  201  (100) % (100) %
Acquisition related costs 1,907  508  275  % 279  % 2,151  821  162  % 163  %
Other transaction related costs (2)
—  —  —  % —  % 110  —  100  % 100  %
Amortization expense related to acquired businesses and assets 998  133  650  % 656  % 3,246  461  604  % 607  %
Tax effect of the adjusting costs (94) (23) 309  % 309  % (308) (98) 214  % 214  %
Adjusted net income for the period attributable to shareholders 12,172 8,622 41  % 42  % 42,120 32,207 31  % 31  %
Net income per share attributable to shareholders, basic 0.23 0.17 35  % 35  % 0.85 0.49 73  % 73  %
Effect of adjustments for share-based payment and related expense, basic 0.03 0.03 —  % —  % 0.14 0.10 40  % 40  %
Effect of adjustments for fair value movements on contingent consideration, basic 0.00 0.00 —  % —  % 0.00 0.19 (100) % (100) %
Effect of adjustments for unwinding on deferred consideration, basic 0.01 0.01 —  % —  % 0.04 0.02 100  % 100  %
Effect of adjustments for bonuses related to acquisition, basic 0.00 0.00 —  % —  % 0.00 0.01 (100) % (100) %
Effect of adjustments for secondary offering related costs, basic 0.00 0.00 —  % —  % 0.00 0.02 (100) % (100) %
Effect of adjustments for employees' bonuses related to offering, basic 0.00 0.01 (100) % (100) % 0.00 0.01 (100) % (100) %
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Effect of adjustments for acquisition related costs, basic 0.05 0.01 400  % 400  % 0.06 0.02 200  % 200  %
Effect of adjustments for other transaction related costs, basic 0.00 0.00 —  % —  % 0.00 0.00 —  % —  %
Effect of adjustments for amortization expense related to acquired businesses and assets, basic 0.03 0.00 100  % 100  % 0.09 0.01 800  % 800  %
Effect of tax adjustments, basic —  0.00  100  % 100  % (0.01) 0.01  (200) % (100) %
Adjusted net income per share attributable to shareholders, basic 0.35 0.23 52  % 52  % 1.17 0.87 34  % 36  %
Net income per share attributable to ordinary shareholders, diluted 0.23 0.16 44  % 44  % 0.84 0.47 79  % 79  %
Adjusted net income per share attributable to shareholders, diluted 0.35 0.22 59  % 59  % 1.16 0.84 38  % 40  %
__________
(1) There is no tax impact from fair value movement on contingent consideration, unwinding of deferred consideration or employee bonuses related to acquisition.
(2) Tax effect of adjusting costs is computed on share based payment and related expenses; secondary offering costs and related bonuses to employees; acquisition related costs and amortization charges related to acquired businesses and assets using effective tax rate for each period.

Adjusted net income attributable to shareholders presented above for the three months and the year ended December 31, 2023 has been recast by $1.8 million and $5.9 million, respectively, to adjust for the impact of share-based payment and related expense, secondary offering related costs, employees’ bonuses relating to offering, acquisition related costs, amortization expense related to acquired businesses and assets and the related tax effect of the adjusting costs, as applicable
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.
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.
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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 December 31, Change Change Year ended December 31, Change Change
2024 2023 % % 2024 2023 % %
(USD in thousands) (USD in thousands)
Net income for the period attributable to shareholders 7,933 6,372 24  % 26  % 30,679 18,260 68  % 69  %
Add back (deduct):
Interest expenses on borrowings and lease liability 581  38  1429  % 1429  % 1,509  165  815  % 820  %
Interest income (20) (90) (78) % (78) % (137) (259) (47) % (47) %
Income tax charge 1,073  (159) (775) % (778) % 3,471  1,881  85  % 85  %
Depreciation expense 124  63  97  % 100  % 376  246  53  % 53  %
Amortization expense 1,632  505  223  % 226  % 5,426  1,842  195  % 196  %
EBITDA 11,323  6,729  68  % 70  % 41,324  22,135  87  % 88  %
Share-based payment and related expense 1,215  997  22  % 23  % 4,953  3,787  31  % 31  %
Fair value movement on contingent consideration —  —  —  % —  % —  6,939  (100) % (100) %
Unwinding of deferred consideration 213  309  (31) % (30) % 1,289  735  75  % 76  %
Foreign currency translation losses (gains), net (7) 1,699  (100) % (100) % (1,316) 923  (243) % (243) %
Other finance results 85  8400  % 8400  % 180  73  147  % 148  %
Secondary offering related costs —  —  —  % —  % —  733  (100) % (100) %
Employee bonuses related to the offering —  201  (100) % (100) % —  201  (100) % (100) %
Other transaction related costs —  —  —  % —  % 110  —  100  % 100  %
Acquisition related costs (1)
1,907  508  275  % 279  % 2,151  821  162  % 163  %
Employees' bonuses related to acquisition —  125  (100) % (100) % —  368  (100) % (100) %
Adjusted EBITDA 14,736  10,569  39  % 41  % 48,691  36,715  33  % 33  %

__________
(1) The acquisition costs are related to historical and contemplated business combinations of the Group.

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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 December 31, Change Change Year ended December 31, Change Change
2024 2023 % % 2024 2023 % %
(USD in thousands, except margin) (in thousands USD, except margin)
Revenue 35,308 32,530 % 10  % 127,182 108,652 17  % 18  %
Adjusted EBITDA 14,736 10,569 39  % 41  % 48,691 36,715 33  % 33  %
Adjusted EBITDA Margin 42  % 32  % 38  % 34  %
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, we changed our definition of free cash flow to exclude from capital expenditures the cash flows related to asset acquisitions, in addition to cash flows related to business combinations. Previously, cash flows related to business combinations but not asset acquisitions were excluded from capital expenditures. We believe this more appropriately reflects the measurement of free cash flow as it includes capital expenditures related to internal development, ongoing maintenance and acquisition of property and equipment in the ordinary course of business but excludes discretionary acquisitions.
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):
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Three Months Ended December 31, Change Year ended December 31, Change
2024 2023 % 2024 2023 %
(in thousands USD, unaudited) (USD in thousands, unaudited)
Cash flows generated by operating activities 13,698  7,140  92  % 37,638  17,910  110  %
Adjustment for items presented in operating activities:
Payment of contingent consideration
—  —  —  % —  4,621  (100) %
Payment of deferred consideration —  —  —  % 7,156  2,897  147  %
Adjustment for items presenting in investing activities:
Capital Expenditures (1):
Acquisition of property and equipment (137) (157) (13) % (1,326) (451) 194  %
Capitalization of internally developed intangibles (399) (472) (15) % (1,886) (1,977) (5) %
Free Cash Flow 13,162  6,511  102  % 41,582  23,000  81  %
__________
(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 year ended December 31, 2023 have been recast to exclude cash flows related to acquisition of intangible assets $6.9 million.


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