Gambling.com Group announced that it entered into a definitive agreement to acquire Odds Holdings Inc., the parent company of OddsJam. Under the terms of the agreement, Odds Holdings stockholders will receive initial consideration of $80 million and may receive up to an additional $80 million based on Odds Holdings’ business performance through the end of 2026. Gambling.com Group’s acquisition of Odds Holdings further expands the Company’s online gambling industry footprint, adding complementary recurring revenue from new and existing users and partners.

Odds Holdings is powered by a state-of-the art technology platform for real-time odds data and offers services under multiple consumer and enterprise brands. Gambling.com Group believes the odds platform is the industry’s most advanced and delivers data to end-users with the lowest latency. The platform is built for scale, processing on average over one million requests per second and multiple terabytes of data per day, across nearly 300 sportsbooks. OddsJam is the flagship brand offering premium, real-time odds information to empower sports bettors to make data-driven bets through a consumer facing website and app. Under a separately managed company, Odds Holdings also provides low latency, comprehensive odds data to enterprise clients for a variety of sports betting use cases.

Closing is expected to occur on January 1, 2025 and is subject to customary closing conditions. The transaction will be immediately accretive to Gambling.com Group’s operating results upon closing. For 2024, Odds Holdings expects to generate revenue and Adjusted EBITDA of approximately $26 million and $12 million, respectively. Gambling.com Group expects that under its management Adjusted EBITDA derived from the Odds Holdings assets will grow by at least 20% in 2025. The Odds Holdings team, including OddsJam founders Ankit Goyal and Alex Monahan as well as CEO, Matt Restivo, will join Gambling.com Group.

“The accretive acquisition of Odds Holdings will immediately provide Gambling.com Group with additional, recurring revenue streams which are independent of our market-leading online gambling affiliate business, consistent with our strategy to expand our footprint in the online gambling industry,” said Gambling.com Group co-founder and CEO, Charles Gillespie.

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“We are delighted to welcome the Odds Holdings team to Gambling.com Group as we accelerate growth towards our goal of $100 million in Adjusted EBITDA. Their talented team has not only built a state-of-the art odds technology platform, but managed to build multiple distinct products on top of that platform which have very clear product-market fit. Odds Holdings gives Gambling.com Group a suite of new enterprise products while OddsJam in particular brings a passionate and energetic new consumer audience to the Group.

“We have achieved the vast majority of our growth through organic market share gains, while also successfully executing on several strategic, accretive acquisitions that have contributed to our consistently improving financial performance. Our acquisitions of RotoWire, BonusFinder and Freebets.com have proven that we can leverage our high free cash flow to identify, acquire and accelerate growth, creating value for our shareholders, while prudently managing our capital structure and balance sheet,” added Gillespie.

“Combining with a tech-focused leader in the global online gambling industry like Gambling.com Group is the natural next step for Odds Holdings,” said Odds Holdings CEO, Matt Restivo.

“By leveraging Gambling.com Group’s expertise, innovation and resources we will be optimally positioned to scale our technology and data-driven insights to reach an even larger audience of online bettors, including beyond the North American market. We’re looking forward to working with the Gambling.com Group founders Charles and Kevin and their team to create a deeper connection with our customers to enhance their online gambling experiences,” said OddsJam founders Ankit Goyal and Alex Monahan.

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 and Recent Business Highlights

-Delivered more than 108,000 new depositing customers (“NDCs”)

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-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

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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.

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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:

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• 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

Gambling.com Group Limited (Nasdaq: GAMB) (“Gambling.com Group” or the “Company”), a leading provider of player acquisition services for the regulated global online gambling industry, announced today that it completed the previously announced acquisition of Freebets.com and related assets. The Company anticipates these assets will generate revenue of approximately $10.0 million and incremental Adjusted EBITDA of approximately $5.0 million over the balance of 2024.

Charles Gillespie, Chief Executive Officer and Co-Founder of Gambling.com Group, commented, “While expansion of gambling in the U.S. grabs all the headlines these days, many of the industry’s most attractive markets remain in Europe, the historical home of the industry. I expect this acquisition to fundamentally change the balance of power within the European online gambling affiliate market and provide Gambling.com Group with a clear path to drive further growth in both our existing European markets as well as new ones. As part of the transaction, we are gaining a number of new colleagues in the region. I look forward to sharing our leading technology platform and high performance culture with our new team members.”

The Company acquired Freebets.com and the related assets for total consideration of between $37.5 million and $42.5 million, consisting of $20.0 million that was paid on the closing, with an additional $10.0 million to be paid on the six-month anniversary of closing and between $7.5 million and $12.5 million to be paid on the one-year anniversary of the closing subject to the revenue performance of the assets during the remainder of 2024.