Codere Online Luxembourg, S.A.

Ladies and gentlemen, thank you for joining us and welcome to the Codir Online fourth quarter 2025 financial results. After today's prepared remarks, we will host a question and answer session. If you would like to ask a question, please raise your hand. If you have dialed in to today's call, please press star nine to raise your hand and star six to unmute. I will now hand the conference over to Guillermo Lancha, Director of Investor Relations and Communications at Codir. Please go ahead.

Thanks, operator, and welcome everyone to Codere Online's earnings call for the fourth quarter of 2025. Today, you will hear from our CEO, Aviv Sher, and CFO, Marcus Harrelson. Our Executive Vice Chairman, Moshe Edre, will also join us in the Q&A session. Please note that the figures reflected in today's presentations are preliminary and unaudited, and include certain non-IFRS financial metrics which should be considered in addition to our IFRS results. Reconciliations and further details are available in the appendix. During this call, we will make forward-looking statements which are subject to risks and uncertainties. While these statements reflect our current expectations, we undertake no obligation to update them after this call. A replay and transcript will be available at codereonline.com where investors can also sign up for email alerts. With that, I will go ahead and pass the call on to Babib.

Thanks, Guillermo, and thanks to everyone for joining us today. Before we go into details, I would like to say that we are very pleased with how we finished 2025. especially considering the number of challenges we face during the year. We delivered a strong set of results with a record net gaming revenue of €224 million and adjusted EBITDA of €13.8 million, more than double than prior year. And we once again met the guidance range we had provided for them. This gives us a lot of confidence in the strength of our business and our ability to continue growing profitability in 2026 and beyond. Starting with the highlights of the fourth quarter of 2025, On page 8, we delivered $60 million in net gaming revenue, which represents a 15% increase versus the fourth quarter of 2024 and the highest quarterly NGR in the company's history. This strong finish to the year was driven primarily by Mexico, where net gaming revenue grew 31% year-on-year, and by continued growth in Spain, where NGR increased by 7%. confirming that the re-acceleration in top line that we started to see in the second half of the year continued through year end. In terms of product mix, Casino accounted for 64% of our total net gaming revenue in the quarter, with remaining 36% coming from sport betting, broadly in line with what we have seen over the last few quarters. we continue to see Casino a very important growth and engagement driver for the business, especially in markets like Mexico. From an operating KPI standpoint, the performance in the quarter was mainly driven by continued growth in our active customer base. We reached around 177,000 average monthly actives in Q4, which is 20% above the same period last year. reflecting both the strength of our acquisition funnel and improvement in retention. Average monthly spend per active was €114, approximately 4% below Q4 of last year, which is consistent with the larger and more diversified portfolio of customers, including a higher proportion of Mexican players. On the acquisition front, we continue to invest in growing our customer base. During the quarter, we acquired 89,000 first-time depositors at an average CPA of €166, the lowest level since early 2023, and which remain an attractive level given the quality of the customers we are bringing onto the platform. We will continue to optimize the mix of the channels and campaigns, particularly in Mexico, but always with a clear focus on profitability and payback rather than absolute volume. In relation to our share buyback plan, we have continued to execute on the program we announced last year. Through yesterday, we had purchased approximately 391,000 shares of a total consideration of around $2.7 million under the plan, which has a total authorized investment of $7.5 million and runs through December 31st of 2026. We see this as a very attractive use of capital at the current share price levels and a clear reflection of the board and management confidence in the medium-term outlook for the business. Looking ahead, as Marcus will detail later for 2026, we are guiding net gaming revenue in the range of $235 million to $230. 245 million and adjusted EBITDA between 15 to 20 million euros. This guidance incorporates the management initiatives we are planning for 2026, as well as the impact of recent regulatory and tax changes in our markets, and we think it reflects confidence that we can continue and grow both the top line and profitability going forward. With this, I will now turn the call over to Marcus for the first time, I think. Good luck, Marcus, and cover the financial highlights for the quarter.

Thanks, Aviv, and hello, everyone. If we now move to slide 10, you can see our consolidated net gaining revenue and adjusted EBITDA by country. So in the fourth quarter, NGR revenue increased by 15% year-on-year from $52.6 million to $60.7 million. This growth was driven primarily by our two core markets, Mexico. Net gaming revenue grew by 31% to $32.8 million, and Spain, where it increased 7% to $24.5 million. In our other markets, Colombia, Panama, and the city of Buenos Aires, these markets contributed $3.5 million in the quarter, 25% less than in the prior year quarter. as a result of a decline in the Colombian revenue on the back of the 19% tax on deposits that have been in effect for most part of 2025, but expired towards the end of the year. This top-line performance is translating into profitability and reflects operating leverage in our business model as we scale as well as continuing improvements in marketing efficiency and certain cost discipline. In the fourth quarter, we delivered positive adjusted EBITDA of 6.7 million euros, which was 4.8 million above Q4 of 2024, and included 7.1 million of contribution from Spain and 4 million contribution from Mexico, which is now clearly inflected towards profitability. For the full year 2025, adjusted EBITDA reached 13.8 million euros, more than double the 6.4 million we reported in 2024, and in line with the upper end of the guidance we provided a year ago. If we move to page 11, to have a look at our consolidated P&L. There you can see marketing expense was 21.4 million, slightly below last year in absolute terms, and significantly lower as a percentage of NGR, reflecting improved efficiency in our marketing spend. The rest of our operating expenses, namely platform and content costs, gaming taxes and personnel, were essentially in line with the growth in NGR. altogether this cost structure resulted in an adjusted ebta of 6.7 million in the fourth quarter implying a ebj margin of around 11 percent compared to less than four percent in q4 2024. looking now at our consolidated figures on page 12 you can see the key operating metrics that underpin these results the 50 growth in net gaming revenue in q4 was driven by higher average monthly active players, which reached approximately 177,000 players, 20% above those of Q4 2024. The growth in active customers was fueled by higher FTDs, which increased by 89,000 in the quarter, 22% above the prior year period. On the bottom right, you can see that customer acquisition efficiency remains at attractive levels with a consolidated CPA of around €166 and trending downwards in the quarter. Taken together, these KPIs confirm that we're bringing more customers onto the platform at good unit economics and keeping them engaged over time. Turning to Spain on page 13, net gaming revenue in the fourth quarter was 24.5 million, up 7% versus Q4 2024, as a result of 14% increase in the number of active customers to 56,000. With Spain being a mature and tightly regulated market, especially in terms of advertising, we're pleased to continue growing our portfolio of customers while maintaining a strong profitability. Looking at Mexico on page 14, net gaming revenue increased 31% year-on-year from 25.1 million to 32.8 million. As opposed to prior quarters, the Mexican peso was roughly flat in the fourth quarter of 2025 compared to the prior year period. Revenues were primarily driven by very strong growth in active customers, which grew to around 99,000 in the fourth quarter 2025 compared to 69,000 in the same period the previous year. In December, we reached more than 100,000 active customers in the country for the first time, a very exciting milestone for us as we continue to build a sizable portfolio ahead of the World Cup later on this year. As discussed during last year, player values from customers acquired throughout 2025 have been lower than in prior years, but they've also come with a lower upfront CPA rate. And our performance this quarter reflects that optimization between the existing portfolio and the new acquisitions. All in all, Mexico continues to be the growth engine for Coderra Online. We're building scale, increasing brand awareness, and improving our product and customer experience in the country, all while remaining focused on profitability. If we turn to the balance sheet on page 15, you can see that we closed this year with 50 million euros of total cash. of which approximately 45 million is available. These figures include the impact of 2.4 million in share repurchases that Aviv commented on. In terms of our net working capital position, we ended the year with a negative 22 million or around 10% of our full year net gaining revenue, which is in line with prior quarters in our structural and negative working capital position. This combination of negative working capital and growing scale supports our cash generation, which we expect will continue to improve and give us the flexibility to keep investing in growth. And as we have started to do, return capital to shareholders through the share buyback program. Turning to page 16, looking at our cash flow. We generated $13.4 million of cash flow before share repurchases. and the FX impact on cash balances. This shows that the business is now delivering not only positive adjusted EBITDA, but also converting a significant part of it into cash flow. As a result, our available cash increased by close to 10 million from 35 at the beginning of the year to 45 million at the end of 2025. Finally, turning to page 18, where we're providing our 2026 outlook. As Savin mentioned earlier, As we mentioned earlier, we expect net gaming revenue in 2026 to be in the range of 235 to 245 million euros, which at the midpoint represents around 7% growth versus 2025. We also expect adjusted EBITDA to be between 15 and 20 million euros compared to 13.8 million in 2025, which is more than 25% growth at the midpoint of that range. This outlook assumes a marketing investment broadly in line with that of 2025, which we believe is the right decision given that 2026 is a World Cup year and was also considering the current competitive landscape in Mexico. We want to make sure we fully capture this opportunity to reinforce our brand and further expand our customer base in what is already our key growth market. At the same time, we continue to see clear evidence of operating leverage in the model As our brand matures and our customer base grows, we expect that over time, marketing as a percentage of the net gaming revenue will continue to trend down while still allowing us to grow the top line. In other words, 2026 is a year where we are leaning into the opportunity in Mexico, but we see a path forward towards a more efficient marketing profile in the medium term. That's all from my end. I will now hand it back to Aviv for some closing remarks.

Thank you, Marcus. Before we move to the Q&A session, I would like to thank once again to the whole team. Been a hard year, and we worked very hard in order to accomplish these results. The start, as you remember, was a bit bumpy, but we finished strong, as expected, and as we promised to the market. I would like also to thank the investors and the analysts that have joined us today for their ongoing support and interest in Codera Online. With that, I will hand over the call back to the operator to open the line for questions. Thank you.

We will now begin the question and answer session. If you would like to ask a question, please raise your hand now. If you have dialled in to today's call, please press Star 9 to raise your hand and Star 6 to unmute. Please stand by while we compile the Q&A roster. Your first question comes from the line of Michael Kopinski with Noble Capital Markets. Your line is now open. Please go ahead. As a reminder, please press star six on your telephone keypad to unmute. Thank you.

Oh, I'm just wondering, first of all, thank you for taking the questions. How competitive is Spain currently on promotional activity, and are margins stabilizing in that market? And then I just have a couple of follow-ups on Mexico.

Okay, so thank you, Michael. We still see it's competitive, but we are seeing that it's kind of going into a plateau. And we are able to grow our customer base with the current promotional, let's say, the current promotional activity or current promotional KPIs that we are using. It took us a couple of quarters to stabilize it, but we are seeing two consecutive quarters with growth. So I think we kind of found out what to do with all these promotions going around. So it's competitive, but I think we are able to compete now.

Gotcha. And then in Mexico, I was wondering if you can update us on the regulatory environment there. I know that there was some discussion revolving around the federal regulations, and I was wondering if you could give us an update there. And then more recently, I know Mexico had some issues about some of these cartels and things like that. I was wondering if that – had any impact on, you know, your business there, and in particular how that might be affecting maybe some of your marketing efforts in Mexico.

Regarding the regulatory framework or the federal regulatory framework, unfortunately I have no news. It's been – the government has been busy, as you probably know, with other things like what you've mentioned with the cartels, other some internal fights. We are also aware that two of our largest competitors there were shut down due to, let's call it regulatory problems, but it's more political problems internally. And they are not cooperating at the moment, building a regulatory framework. So I would say that the conversation with them are a bit stuck. Maybe it will, at the beginning of this year, they will come back and continue this legislation process. As you know, they increased the tax. I think they chose that over completing the regulatory framework, and this is their solution, at least for the short term. Regarding cartel and the news, the online business is not affected. We didn't see any changes in the numbers, if this is the question. I'm not sure I'm able to comment, but in general, if the government orders to close down location or close down areas, then we are doing as the government are saying. But in the terms of online activity or our marketing efforts, nothing has changed at the moment. The city itself is safe. The areas around the cities are safe.

It's Moshe here. Hi, Michael. I think that's an opposite. I think that toward the World Cup, both the regulator and the government will have motivation to keep things calm as possible and to give some sort of friendly environment to support us in the online.

Yeah, and I was thinking just weirdly that it may be that more people staying at home might, you know, play more casino games and things like that online. I thought that maybe that might even benefit you in a way.

From what we hear from our guys in Mexico, it's not as big as it sounds in the news. I mean, it's not like huge routes. It's very local and in certain areas.

Gotcha.

All right.

Thank you. That's all I have for now. Thank you.

Your next question comes in the line of Jeff Stancho with CIFO. Your line is now open. Please go ahead.

Good morning. Thanks for taking our question. Maybe just hitting on guidance and the Mexico tax hike, which is where we've been getting most of the questions. Can you walk us through the financial impact contemplated in guidance, both in terms of the gross impact as well as what you're assuming for mitigation?

Yes. You want to start, Markus? You want to comment on that, or you want me to take it?

Sure. No, I can start. I mean, first point, maybe we don't give precise individual guidance on specific items in specific countries. Having said that, you know, the increase in tax is a negative for us, as it is for all players and all our competitors in the sector in general. The things we've been doing, when you think about the the outlook for this year, the outlook is a net effect of many, many issues. One of the issues is the tax issue in Mexico. As you know, and as I think we detailed in the previous call, in the last call in November, we are taking a number of mitigation measures in Mexico, both in terms of Number one, our marketing front. Number two, in terms of certain of our suppliers that we're working with and overall operational efficiencies. That's what we're doing principally in Mexico. And I don't know, Aviv, if you want to add something else to that.

I just want to comment to answer your question. I think in terms of revenues, we don't see a risk to the revenue generations. We will continue to generate revenues. in terms of marketing investment decisions regarding this year's budget, 2026, we managed to, through our models, to keep at least the same level of investment, or not even more, with the World Cup coming. So this will not be smaller this year. Regarding the EBITDA, there will be an EBITDA effect. We see it. It's It's not as big as we thought. We are able to mitigate most of it. There is some effect, but it's not a danger to the business. The business will continue to grow. And I think the guidance that we gave is, let's say, very none. We don't take in optimistic numbers. This is very down to earth, like we always do. And we believe that we can deliver those results.

Great. Thanks for that. And I guess just to follow up on that a bit, can you add some color on what you've seen from competitors following the tax hike? Have there been any immediate exits? Has promo and marketing behavior adjusted yet? And how do you see that adjusting going forward heading into the World Cup?

Well, we all know, as I said, that from a regulatory point of view, two big competitors are shut down just before the World Cup. We don't have the news that they are returning or coming back to the game. We know that some competitors want to come into the market. We hear the rumors. We talk to people. The fact is that there is no change as we speak in, let's call it, the advertisers map in Mexico. It's still the same, but minus two big competitors. I didn't see yet newcomers with big budgets. I know that they are talking. We heard the rumors. I know some of them are... are contemplating whether to come in now or not with those tax changes. Eventually, I believe they will come in. But at the moment, as we speak, I didn't see any changes in this map. It's still the same as the last, let's say, three, four quarters, minus two big competitors.

Great. And if I could squeeze one more and maybe... Given the change in player values in Mexico, how does this sort of change your prioritization of geographic expansion and investment elsewhere in Latin America?

No, I think the opposite. I think we are seeing less our CPA went lower. The player value for Mexico is a bit higher. or a bit lower or remains the same, let's say around the same numbers, but CPAs is lower. So the ROI is better. We will continue to invest into Mexico. Going into new markets at the moment before the World Cup, I don't think it's wise for us. I think we will continue if we have, let's call it excessive income or excessive EBITDA. The next dollar we will still invest into the two core markets that we have, which is Spain and Mexico. In Spain also we see good results and we see opportunity to grow. We are growing. So still our money ROI on the investments over those two markets is still big. I don't see us coming into new markets in the near future.

That's great. Thank you. I'll pass it on.

As a reminder, if you would like to ask a question, please raise your hand now. If you have dialed in to this call, please press Start 9 to raise your hand and Star 6 to unmute. Your next question comes from the line of Arthur Roelock with Three Court. Your line is now open. Please go ahead.

Hi, thank you for taking my call. I have a couple of questions. One, can you chat a little bit about Columbia now that the VAT tax, I believe, has been removed and what that may mean or may not mean in terms of investment and opportunity going forward there? Hello, can you hear me?

Yeah, we can hear you. I don't know if you want to start taking the question.

Oh, did you not hear my question? We have a We have internet problems, I think, on my end.

Can you repeat it, please? Oh, sure. Sorry, Aviv. I was just asking about Colombia. Now that the VAT tax has been, I believe, repealed at the end of last year, maybe early this year, what do you view as, like, are you going to be putting money back into that market? Are you viewing it more positively? What are your thoughts about it?

Yeah, so, yes, a good question. The straightforward answer is that we are still not sure if this VAT removal is permanent or not. I'm still not able to get a final answer from lawyers. Let's say in the past few weeks since the removal, we see good recovery in our player database. At the moment, until it's clear to us whether this VAT removal is permanent or not, we will not continue to invest. Once we understand if this removal is permanent, then we are able to take this decision. For now, we are enjoying players coming back, enjoying our promotions. So it's a positive KPI. And right now in our budgets, we are still treating the vat as it exists. So there is a small upside there if we understand that this vat removal is permanent.

Maybe just to add to that, Aviv, as well, of course, we have the elections on the horizon. And another point also just to mention, just recently in the last few days, there were some further legislative changes in Colombia, which seems like there is a small tax that we may be caught up in, which is not a gaming tax, but it's a small additional tax that had been introduced under the under the last emergency decrease that have been instituted in this country and so you know just wanted to mention that you know the environment continues to be fluid and you know we would like to um we'll be a little bit more on the sidelines so to speak until that we see that the environment firms up and that we can have more certainty around the outlook for the medium terminal got it in you know on on the marketing side obviously uh revenues have grown

I think when you originally raised money, you were doing about 80 million euros. And, you know, let's say you do 240, 245, 250 this year. Marketing as a percent has come down a lot. Most of your, you know, competitors that are more mature, I think you'll be in like the low 30% range this year or down at, you know, between 15 and 20%. Can we think about, as a steady state, marketing, you know, is there a reason to think you'd be materially different than the rest of the industry around the entire world from marketing as a percent of revenue once you get into a more steady state period?

Yes, I'll answer to that. I think it's an easy question and an easy answer. In Spain, where we are more mature, you see those kind of ratios, even less. We are the same way, the same behavior, let's say, like the rest of the world. In Mexico, we still believe we are in a growth phase, and we have a strong competition with Caliente and others that are putting heavy funds into the markets. We do see low CPAs there, so we believe that we are still in a growth phase. In a growth phase, you cannot maintain those kind of ratios. And right now Mexico consists most of the marketing spend. So if you separate between Spain and Mexico, in Spain we are meeting this criteria. In Mexico, I think in the future, not the near future, we will be able to meet this criteria. But we are still in the growth phase. We still want to make more investments and to take more market share, especially with two competitors right now that are down. World Cup is coming up. So let's say Spain, we are already there. Mexico will take us more time to meet it.

And I want to add something. It's motionless. You know, it's a very conservative approach to analyze the ratio between marketing spend and revenues. I think the thought is more accurate and more I think that from our perspective at least, it's about the cost per acquisition. And as far as we can lower with the same quality of players the cost per acquisition by many aspects of efficiency, and some action that we are taking with the CRM. So we prefer to approach and to purchase as much as we can in players as kind of like a firepower for the year ahead. So it's less about how much we're spending versus the revenues. It's more about how many players can we acquire with a certain amount of CPA as a target that we give ourselves that we know that the ROI is in a certain multiple of returns over years. And in Mexico, as Aviv said, we still see a very good ratio. We see that we can maintain very stable and even getting lower the CPA over time.

That's very helpful. Thank you for that.

By the way, that's what dictates in the end the market share. I mean, that's how you build market share in the market.

Thank you. Aviv, two more I'll just squeeze in. One question. In the revenue guidance, are you making any assumption about foreign exchange in there, or are you just assuming that where the foreign exchange was at the end of the year will be consistent throughout the entire year?

Yeah, sure.

Well, I mean, we have our forecasts. So at the end of last year, the forecast that we had built in into, you know, observing the market, the foreign exchange market and the forwards with respect to the exchanges, that's what we have built into our guidance. Of course, the guidance will be subject to those exchange rates in reality moving up and down during the year. So I think so far in the year, the Mexican peso has improved a little bit with respect to the euro. So that is helpful for us. We'll see how it continues to develop during the year. But clearly there is an FX component in the forecast.

Got it. And my final one is, can you share what competitors – have been perhaps rumored or market chatter around who may or may not be interested in entering the Mexican market?

Yes, so we heard about Hard Rock wants to come in. We know a company from Spain called Versus, which is Al Franco. that are planning to come in. We know Sportium with Ganabet that already bought a huge sponsorship with Tigris wants to come in. And we know that local players like Big Bola just changed their platform and wants to make investments. I think those are like, let's say, the four big ones that that are sitting on the fence, but in terms of advertisers' map, I haven't seen them. NoviBet is there on the background with a sponsorship with Kuzasul that is not taking a lot of attention. So there are competitors. I think right now the big ones are the ones that are taking position is PlayDoIt, just behind us, I think. And And Winpot is over there as well. So, yes, the market is becoming more and more, let's call it, saturated. In terms of advertising on TV, still Caliente and us are leading the market by far.

Your next question comes from the line of Ryan Siddle with Craig Holland. Your line is now open. Please go ahead.

Good day, guys. Nice execution. Speaking on kind of World Cup marketing spend, last quarter you – said that you were going to kind of lean back into the higher player values, probably CPA going up just based on the channel mix you were going after. Feels like you kind of continued with the same trend or strategy you were doing last quarter or recently this year. I guess maybe talk through what you're seeing, if that strategy changed from the update you gave last quarter, and kind of where you're targeting and which channels for those players.

Okay, so what happened in the last quarter, if you remember, is that we bought low player value with low CPA, and this strategy, we ended it in the end of the first quarter, mid the second quarter. So this traffic from the mix is disappeared. What you see now is actually a lower CPA with the same player value. So it means that we are able to optimize our efforts and buy more players with less money. So the strategy didn't change, but I think the team did a good job in optimizing, took us a little bit of a while in investing into technology and discipline, let's call it like that. So we are able to execute this way. We will continue. We see, as Moshe said before, CPAs goes down. Probably we need to increase investments in order to take more market share. So overall, we are happy. Strategy didn't change. The execution changed a bit, but the strategy is still the same.

Very good. And then just maybe the cadence of that marketing spend this year. Is it more concentrated Q2, Q3 with the World Cup? Or is it more spread out? And how much of that can you do kind of in anticipation and ahead of the World Cup starting?

No. I think I commented in the past. Right now the World Cup prices are a bit too high for us. So in terms of spread, we will continue to spread or make the efforts the same as we did every year. And maybe just spreading it more evenly, because usually during the summer we are reducing the advertising spend. So here we will continue to spend around the World Cup, but with no increase during those months. No increase relatively to other months. So I think in terms of cadence, we will spread it more or less the same as we did in the previous years. Hopefully with some upside from the World Cup, because we will continue to invest around the World Cup and the summer, which we're usually lowering our investment there. And so I think this is the tactical way that we see this year.

Last question for me. You launched a poker app. I guess talk through why they're in Mexico. I should say talk through why that makes sense in Mexico. and then if there's any other product expansion or capabilities you plan on adding.

Yeah, so poker is a nice product. It will take us more time to push it, let's call it exclusively. Right now it gives more benefits to our customers. We are about, I think, to launch at least a quiet launch bingo. to have more products into our mix in Mexico. So in that sense, we have nice products coming up, but they are more supportive. I don't think they will become a main product, but more supportive of our, let's call it game portfolio, to keep retention and to keep the players happy with more kinds of products. If we see that there is an ROI in any of those products, we will start investing, let's call it, on a separate line of business, whether it's bingo or poker. But right now, we launch them as supportive games. They are doing fine. At the moment, nothing exciting over there.

Thanks, Aviv. Good luck, guys. Thank you.

As a reminder, if you would like to ask a question, please raise your hand now. If you have dialed in to today's call, please press star 9 to raise your hand and star 6 to unmute. Please stand by while we compile the Q&A roster. There are no further questions at this time. I will now turn the call back to Guillem Walancher, Director of Investor Relations and Communications, for closing remarks.

Thank you. So, if there are no further questions, I guess we can leave it here. As usual, if you have any follow-ups, feel free to reach out to either Marcus, Aviv or myself. and we will be speaking again with our Q1 26 earnings around mid-May. So thank you, everyone, for joining us today.

This concludes today's call. Thank you for attending. You may now disconnect.