Executive Summary

Q3 delivered a clear inflection to profitability: revenue rose 24% year over year to $37.1M, net income was $2.1M (vs. $(8.2)M prior year), and Adjusted EBITDA reached $5.4M, driven by >60% B2B growth and lower operating costs .
Mix shift and execution drove improvement: B2B revenue increased to $16.4M on Nevada expansion and revenue recognition tied to a Michigan partner exit; operating expenses fell to $25.1M (down ~10% YoY) from ongoing cost actions .
Consumer trends were mixed: Europe improved on higher player activity, offset by weaker LatAm activity and FX headwinds; B2C active customers declined with limited acquisition in LatAm; B2C sports margin improved sequentially to 7.2% .
No earnings call and no numerical guidance; strategic focus remains on the pending SEGASAMMY transaction, now expected to close in early 2025 (previously “late 2024 or early 2025”)—a likely stock narrative catalyst in the near term .

What Went Well and What Went Wrong

What Went Well
- B2B momentum and mix: B2B revenue rose to $16.4M (from $10.2M), aided by Nevada expansion and a Michigan partner exit; B2B take rate lifted to 2.7% with segment contribution margin at 86.1% .
- Cost discipline: Operating expenses fell to $25.1M (from $27.8M), reflecting headcount reductions and lower D&A from fully amortized intangibles .
- Profitability inflection: Net income was $2.1M vs. $(8.2)M prior year; Adjusted EBITDA improved to $5.4M from $(2.5)M .
- Management tone: “Top-line growth of 24% ... driven by B2B revenue growth of more than 60% while operating costs fell by nearly 10%” (CEO Seamus McGill) .
What Went Wrong
- LatAm softness and FX: B2C growth in Europe was offset by reduced LatAm player activity and unfavorable exchange rates; B2C active customers declined .
- No call/no guidance: Company did not host an earnings call due to the pending merger; no numerical financial guidance was provided, limiting visibility .
- Sequential mix headwind in B2C: B2C revenue was $20.7M vs. $22.6M in Q2 (though up vs. Q1), reflecting LatAm softness despite sports margin improvement .

Financial Results

Quarterly snapshot (oldest → newest)

Metric	Q1 2024	Q2 2024	Q3 2024
Total Revenue ($M)	$30.651	$35.560	$37.098
Operating Expenses ($M)	$24.6	$25.1	$25.1
Operating Income (Loss) ($M)	$(3.303)	$0.229	$2.132
Net Income (Loss) ($M)	$(4.160)	$(1.731)	$2.083
Diluted EPS ($)	$(0.09) basic; diluted same	$(0.04)	$0.04
Adjusted EBITDA ($M)	$(0.569)	$3.730	$5.412

Segment breakdown (revenue)

Segment Revenue ($M)	Q1 2024	Q2 2024	Q3 2024
B2B	$12.347	$12.990	$16.375
B2C	$18.304	$22.570	$20.723
Total	$30.651	$35.560	$37.098

Segment contribution and margin

Segment Contribution	Q1 2024	Q2 2024	Q3 2024
B2B Contribution ($M)	$10.266	$10.779	$14.097
B2B Contribution Margin (%)	83.1%	83.0%	86.1%
B2C Contribution ($M)	$11.062	$14.537	$13.081
B2C Contribution Margin (%)	60.4%	64.4%	63.1%
Total Segment Contribution ($M)	$21.328	$25.316	$27.178

Geographic revenue mix

Geography Revenue ($M)	Q1 2024	Q2 2024	Q3 2024
United States	$9.092	$10.454	$14.082
Europe	$11.604	$14.120	$12.159
Latin America	$6.896	$8.204	$8.356
Rest of World	$3.059	$2.782	$2.501
Total	$30.651	$35.560	$37.098

Key KPIs

KPI	Q1 2024	Q2 2024	Q3 2024
B2B Gross Operator Revenue ($M)	$632.0	$609.3	$610.4
B2B Take Rate (%)	2.0%	2.1%	2.7%
B2C Active Customers (000s)	222	237	226
B2C Marketing Spend Ratio (%)	23%	23%	24%
B2C Sports Margin (%)	5.7%	8.7%	7.2%
Cash ($M, period end)	$36.6	$36.9	$36.5

Q3 2024 YoY comparison

Metric	Q3 2023	Q3 2024
Total Revenue ($M)	$29.817	$37.098
B2B Revenue ($M)	$10.178	$16.375
B2C Revenue ($M)	$19.639	$20.723
Net Income (Loss) ($M)	$(8.160)	$2.083
Adjusted EBITDA ($M)	$(2.522)	$5.412
B2B GOR ($M)	$424.1	$610.4
B2B Take Rate (%)	2.4%	2.7%

Notes: Q3 drivers included Nevada B2B expansion and Michigan partner exit revenue; B2C saw Europe strength offset by LatAm weakness and FX .

Guidance Changes

Metric	Period	Previous Guidance	Current Guidance	Change
Merger close timing (SEGASAMMY)	Transaction timing	“Late 2024 or early 2025” (Q2 release)	“Early 2025” (Q3 release)	Slightly deferred
Earnings call cadence	2024	Held a call in Q1 (per 8-K)	No calls for Q2 and Q3 due to pending merger	Suspended calls
Financial guidance	2024	None provided	None provided	Maintained (no formal guidance)

Earnings Call Themes & Trends

Note: GAN did not host Q2 or Q3 earnings calls due to merger process . Themes reflect management commentary from releases.

Topic	Previous Mentions (Q1, Q2)	Current Period (Q3)	Trend
Merger/regulatory approvals	Q1: shareholders approved; CFIUS filed; target late 2024/early 2025 . Q2: CFIUS cleared; timeline reiterated .	Nevada Gaming Commission approval; anticipate early 2025 close .	Progressing; timeline nudged to early 2025
Cost rationalization	Q1: OpEx down 20% YoY . Q2: OpEx $25.1M vs $32.8M .	OpEx $25.1M vs $27.8M YoY .	Sustained cost discipline
B2B geographic expansion	Q1: Nevada expansion . Q2: Nevada expansion, Michigan exit revenue benefit .	Continued Nevada expansion; Michigan partner exit revenue .	Ongoing expansion; monetization uplift
B2C regional trends	Q1: LatAm weaker; sports margin 5.7% . Q2: Europe strong, LatAm weaker, margin 8.7% .	Europe growth; LatAm soft; FX headwinds; margin 7.2% .	Mixed; Europe stable, LatAm headwinds
Sportsbook margin	Q1: 5.7% . Q2: 8.7% .	7.2% .	Above Q1; slightly below Q2
Product roadmap	Q1: pre-built parlays & major tourneys highlighted .	No new disclosures (no call) .	Limited updates in Q3 release

Management Commentary

“Top-line growth of 24% compared to the prior year was driven by B2B revenue growth of more than 60% while operating costs fell by nearly 10%... We remain focused on delivering a leading product offering for our US B2B clients and our international B2C business.” — CEO Seamus McGill .
“We… received approval from the Nevada Gaming Commission for our planned merger with SEGASAMMY… anticipate a successful closing in early 2025.” — CEO Seamus McGill .
Prior quarter tone: “We achieved top-line revenue growth in the second quarter while reducing our operating expenses… focus on improved profitability.” — CEO Seamus McGill (Q2) .
Q1 setup: “Strong B2B revenue growth… reduced operating expenses by 20%… B2C revenues impacted by lower sports margin.” — CEO Seamus McGill .

Q&A Highlights

GAN did not host Q3 or Q2 earnings calls due to the pending merger, so there were no analyst Q&A exchanges or on-call guidance clarifications .
Q1 included a call per the 8-K, but a transcript is not available here; no Q&A specifics can be documented from source materials .

Estimates Context

Wall Street consensus (S&P Global) for Q3 2024 revenue/EPS was unavailable in our system for GAN (SPGI mapping error), so we cannot assess beat/miss versus consensus at this time. We attempted to retrieve Q1–Q3 2024 estimates but the S&P Global mapping for GAN was not available through the tool.
Given the unavailability, we anchor on company-reported results only for comparisons; estimate revisions may follow given the profitability inflection (net income and Adjusted EBITDA positive) .
If estimates become accessible, we would compare $37.1M revenue and $0.04 diluted EPS to consensus and quantify the spread (unavailable via tool).

Key Takeaways for Investors

B2B-led mix shift is moving the P&L: Nevada expansion and one-time Michigan exit attribution supported B2B growth and a higher take rate (2.7%), lifting contribution margin to 86.1% .
Cost structure reset is sticking: OpEx at $25.1M (down ~10% YoY) sustained the profitability turn, with Adjusted EBITDA climbing to $5.4M and net income of $2.1M .
B2C still mixed: Europe remains constructive; LatAm weaker with FX pressure; sports margin normalized to 7.2% (between Q1 low and Q2 high) .
Near-term catalyst is the SEGASAMMY closing—now guided to early 2025—along with any regulatory milestones; the absence of calls and formal guidance keeps the merger path as the primary narrative driver .
Sequential momentum: revenue and operating income improved from Q1 to Q3; watch sustainability of B2B uplift versus one-time items and the cadence of new B2B launches .
Liquidity steady: cash was $36.5M at Q3 end (vs. $36.9M at Q2), supporting operational continuity into the merger close window .
Trading setup: absent consensus comparisons, the focus is on continued B2B execution, margin resilience, and confirmed regulatory approvals; any delay/change to the merger timeline could be the principal swing factor .

Additional Detail: Drivers and Disclosures

B2B revenue acceleration: explicitly tied to Nevada expansion and Michigan partner exit recognition in both Q2 and Q3 .
B2C trends: Europe higher player activity; LatAm reduced activity and adverse FX; active customers down due to limited LatAm acquisition .
Non-GAAP: Adjusted EBITDA reconciliation provided; key add-backs include interest, taxes, D&A, share-based comp, and transaction costs .
No numeric financial guidance provided; no Q3 call; forward-looking statements emphasize regulatory approvals and profitability trends .

Sources: Q3 2024 press release and 8-K (Item 2.02, Exhibit 99.1), Q2 2024 press release and 8-K, Q1 2024 8-K; Nevada Gaming Commission merger approval press release. All figures and quotes are cited above.

GAN Ltd (GAN)·Q3 2024 Earnings Summary