UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 6-K

REPORT OF FOREIGN ISSUER

PURSUANT TO RULE 13a-16 OR 15d-16

OF THE SECURITIES EXCHANGE ACT OF 1934

For the month of May 2022

(Commission File No. 001-40634)

Gambling.com Group Limited

(Translation of registrant’s name into English)

22 Grenville Street
St. Helier, Channel Island of Jersey
JE4 8PX

(Address of registrant’s principal executive office)

Indicate by check mark whether the registrant files or will file annual reports under cover Form 20-F or Form 40-F.

Form 20-F ☒ Form 40-F ☐

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101 (b) (1):

Yes ☐ No ☐

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101 (b) (7):

Yes ☐ No ☐

INFORMATION CONTAINED IN THIS REPORT ON FORM 6-K


 

The information contained in this Report on Form 6-K (this “Form 6-K”) is hereby incorporated by reference into the Company’s registration statements on Forms S-8 (File Nos. 333-258412 and 333-262539).

 

TABLE OF CONTENTS
 

	Page
FINANCIAL INFORMATION
Financial Statements
Interim Condensed Consolidated Statement of Operations (Unaudited)	1
Interim Condensed Consolidated Statement of financial position (Unaudited)	2
Interim Condensed Consolidated Statement of Changes in Equity (Unaudited)	3
Interim Condensed Consolidated Statement of Cash Flows (Unaudited)	4
Notes to the Interim Condensed Consolidated Financial Statements (Unaudited)	5
Operating and Financial Review and Prospects	20
Quantitative and Qualitative Disclosures About Market Risk	28
Signatures	30

GAMBLING.COM GROUP LIMITED

Condensed Consolidated Statements of Comprehensive Income (Unaudited)

(USD in thousands, except per share amounts)

		THREE MONTHS ENDED MARCH 31,
	NOTE	2022			2021
Revenue	16		19,585			11,517
Cost of sales			(1,229	)		—
Gross profit			18,356			11,517
Sales and marketing expenses	17		(7,362	)		(2,704	)
Technology expenses	17		(1,363	)		(690	)
General and administrative expenses	17		(4,828	)		(2,772	)
Movements in credit losses allowance and write offs	3		(526	)		(140	)
Operating profit			4,277			5,211
Finance income	18		828			158
Finance expense	18		(249	)		(237	)
Income before tax			4,857			5,132
Income tax charge	20		(369	)		(666	)
Net income for the period    attributable to the equity holders			4,488			4,466
Other comprehensive income
Exchange differences on translating foreign    currencies			(1,368	)		(1,692	)
Total comprehensive income for the    period attributable to the equity holders			3,120			2,774
Net income per share attributable to    ordinary shareholders, basic	19		0.13			0.16
Net income per share attributable to    ordinary shareholders, diluted	19		0.12			0.14

The accompanying notes are an integral part of these condensed consolidated financial statements.

1

GAMBLING.COM GROUP LIMITED

Condensed Consolidated Statements of Financial Position (Unaudited)

(USD in thousands)

	NOTE	MARCH 31, 2022			DECEMBER 31, 2021
ASSETS
Non-current assets
Property and equipment	5		635			569
Intangible assets	7		88,813			25,419
Right-of-use assets	6		2,082			1,465
Deferred tax asset	15		3,030			7,028
Total non-current assets			94,560			34,481
Current assets
Trade and other receivables	8		11,983			5,497
Cash and cash equivalents			33,069			51,047
Total current assets			45,052			56,544
Total assets			139,612			91,025
EQUITY AND LIABILITIES
Equity
Share capital	9		—			—
Capital reserve	10		63,861			55,953
Share options and warrants reserve	11		3,067			2,442
Foreign exchange translation reserve			(3,650	)		(2,282	)
Retained earnings			28,284			23,796
Total equity			91,562			79,909
Non-current liabilities
Deferred consideration	4		4,560			—
Contingent consideration	4		20,437			—
Lease liability	6		1,769			1,286
Total non-current liabilities			26,766			1,286
Current liabilities
Trade and other payables	14		6,593			3,291
Deferred consideration	4		2,690			—
Other liability	4		4,324			—
Borrowings	13		6,000			5,944
Lease liability	6		549			393
Income tax payable			1,128			202
Total current liabilities			21,284			9,830
Total liabilities			48,050			11,116
Total equity and liabilities			139,612			91,025

The accompanying notes are an integral part of these condensed consolidated financial statements.

2

GAMBLING.COM GROUP LIMITED

Condensed Consolidated Statements of Changes In Equity (Unaudited)

(USD in thousands)

	NOTE	SHARE CAPITAL		CAPITAL RESERVE		SHARE OPTIONS AND WARRANTS RESERVE		FOREIGN EXCHANGE TRANSLATION RESERVE			RETAINED EARNINGS		TOTAL
Balance at January 1, 2022			—		55,953		2,442		(2,282	)		23,796		79,909
Transactions with owners
Issue of share capital	9,10		—		7,809		—		—			—		7,809
Movements in share option and    warrants reserve	10,11		—		99		625		—			—		724
			—		7,908		625		0			0		8,533
Comprehensive income
Net income			—		—		—		—			4,488		4,488
Exchange differences on translating foreign currencies			—		—		—		(1,368	)		—		(1,368	)
Balance at March 31, 2022			—		63,861		3,067		(3,650	)		28,284		91,562
Balance at January 1, 2021			64		19,979		296		2,530			11,343		34,212
Transactions with owners
Issue of share capital	9,10		—		—		—		—			—		—
Movements in share option and    warrants reserve	10,11		—		—		170		—			—		170
			—		—		170		—			—		170
Comprehensive income
Net income			—		—		—		—			4,466		4,466
Exchange differences on translating foreign currencies			—		—		—		(1,692	)		—		(1,692	)
Balance at March 31, 2021			64		19,979		466		838			15,809		37,156

The accompanying notes are an integral part of these condensed consolidated financial statements.

3

GAMBLING.COM GROUP LIMITED

Condensed Consolidated Statements of Cash Flows (Unaudited)

(USD in thousands)

			THREE MONTHS ENDED MARCH 31,
	NOTE		2022			2021
			(unaudited)
Cash flow from operating activities
Income before tax				4,857			5,132
Finance (income) expenses, net		18		(579	)		79
Adjustments for non-cash items:
Depreciation and amortization				1,826			582
Movements in credit loss allowance and write offs		3		525			140
Share option charge		12		724			818
Cash flows from operating activities before    changes in working capital				7,353			6,751
Changes in working capital
Trade and other receivables				(5,085	)		(1,257	)
Trade and other payables				1,318			1,246
Cash flows generated by operating activities				3,586			6,740
Cash flows from investing activities
Acquisition of property and equipment		5		(143	)		(30	)
Acquisition of intangible assets		7		(2,069	)		(313	)
Acquisition of subsidiaries, net of cash acquired		4		(19,295	)		—
Cash flows used in investing activities				(21,507	)		(343	)
Cash flows from financing activities
Interest paid		13		(120	)		(120	)
Principal paid on lease liability		6		(86	)		(46	)
Interest paid on lease liability		6		(50	)		(49	)
Cash flows used in financing activities				(256	)		(215	)
Net movement in cash and cash equivalents				(18,177	)		6,181
Cash and cash equivalents at the beginning    of the period				51,047			8,225
Net foreign exchange differences on cash    and cash equivalents				199			(371	)
Cash and cash equivalents at the end of    the period				33,069			14,035

The accompanying notes are an integral part of these condensed consolidated financial statements.

4

GAMBLING.COM GROUP LIMITED

Notes to the Condensed Consolidated Financial Statements (Unaudited)

(USD in thousands except share and per-share amounts)

1. GENERAL COMPANY INFORMATION

Gambling.com Group Limited (the “Company” or “Group”) is a public limited liability company founded in 2006 and incorporated in the Channel Island of Jersey in accordance with the provisions of the Companies (Jersey) Law 1991, as amended. Our registered address and the address of our principal executive office is 22 Grenville Street, St. Helier, Jersey JE4 8PX.

We are a multi-award-winning performance marketing company and a leading provider of digital marketing services active in the online gambling industry. Our principal focus is on iGaming and sports betting. Through our proprietary technology platform, we publish a portfolio of premier branded websites including Gambling.com, Bookies.com, Rotowire.com, and BonusFinder.com.

2. BASIS OF PRESENTATION

These condensed consolidated financial statements have been prepared in accordance with International Accounting Standard (“IAS”) 34, Interim Financial Reporting, as issued by the International Accounting Standards Board (“IASB”). They do not include all disclosures that would otherwise be required in a complete set of financial statements prepared in accordance with International Financial Reporting Standards (“IFRS”) as issued by the IASB and should be read in conjunction with the 2021 audited consolidated financial statements included in the Company’s Annual Report, previously filed with the United States Securities and Exchange Commission on March 25, 2022 (“2021 audited consolidated financial statements”).

3. SIGNIFICANT ACCOUNTING POLICIES

The unaudited condensed consolidated financial statements have been prepared on the same basis as the 2021 audited consolidated financial statements and include all adjustments necessary to present fairly the Company’s statement of financial position as of March 31, 2022 and its results of operations, cash flows and changes in equity for the three months ended March 31, 2022 and 2021. The results of operations for the three months ended March 31, 2022 are not necessarily indicative of the results that may be expected for the year ended December 31, 2022 or for any future annual or interim period.

USE OF ESTIMATES AND JUDGEMENTS

In preparing these condensed consolidated financial statements, the Company has made estimates and judgements that impact the application of accounting policies and reported amounts. The significant estimates and judgements made in applying the Company’s accounting policies and key sources of estimation were in line with those described in its 2021 audited consolidated financial statements. Estimates and judgements used in business combination accounting are described in Note 4.

NEW AND AMENDED STANDARDS ADOPTED BY THE GROUP IN 2022

The Group has analyzed the following amendments to existing standards that are mandatory for the Group’s accounting period beginning on January 1, 2022, and determined they had limited or no impact on the Group’s financial statements:

•Amendments to IFRS 3, Business Combinations

•Amendments to IAS 16, Property, plant and equipment - Proceeds before intended use

•Amendments to IAS 37, Onerous Contracts - Cost of Fulfilling a Contract

•Annual improvements to IFRS Standards 2018-2020

STANDARDS ISSUED BUT NOT YET EFFECTIVE

There are a number of standards and interpretations which have been issued but will not be effective until periods beginning subsequent to December 31, 2022. These amendments have not been early adopted for these condensed consolidated financial statements and are not expected to have a significant impact on disclosures or amounts reported in the Group’s consolidated financial statements in the period of initial application.

5

FOREIGN CURRENCY TRANSLATION

The following exchange rates were used to translate the financial statements of the Group from Euros into USD :

	PERIOD END (1)		AVERAGE FOR PERIOD (2)		BEGINNING OF PERIOD (1)		LOW		HIGH
Three Months Ended March 31:	(EUR per USD)
2022		0.90		0.90		0.88		0.88		0.90
2021		0.85		0.83		0.88		0.81		0.85

(1)Exchange rates are as per European Central Bank.

(2)The average is based on published rates refreshed daily by the European Central Bank.

SEGMENT REPORTING

An operating segment is a part of the Group that conducts business activities from which it can generate revenue and incur costs, and for which independent financial information is available. Identification of segments is based on internal reporting to the chief operating decision maker (“CODM”). The CODM, who is responsible for allocating resources and assessing performance of the operating segments, has been identified as the Chief Executive Officer (“CEO”), the Chief Operating Officer ("COO"), and the Chief Financial Officer ("CFO"). The Group does not divide its operations into different segments, and the CODM operates and manages the Group’s entire operations as one segment, which is consistent with the Group’s internal organization and reporting system.

CREDIT RISK MANAGEMENT

Credit risk arises from cash and cash equivalents and trade and other receivables. The exposure as of the reporting date is as follows:

	AS AT MARCH 31, 2022		AS AT DECEMBER 31, 2021
Trade and other receivables (excluding prepayments)		10,936		4,253
Cash and cash equivalents		33,069		51,047
		44,005		55,300

For the three months ended March 31, 2022 and 2021, revenues generated from one customer amounted to 18% and 19% of the Group’s total sales, respectively.

The Group has the following financial assets that are subject to the expected credit loss ("ECL") model: trade receivables and other financial assets carried at amortized cost. The Group applies the IFRS 9 simplified approach to measure expected credit losses which uses a lifetime expected loss allowance for all trade receivables. The expected loss rates are based on the historical credit losses experienced over a recent twelve-month period. The historical loss rates are adjusted to reflect current and forward-looking information on macroeconomic factors (such as GDP growth, inflation rate and unemployment forecasts) affecting the ability of the customers to settle the receivables.

The aging of trade receivables that are past due but not impaired is shown below:

	AS AT MARCH 31, 2022		AS AT DECEMBER 31, 2021
Between one and two months		2,194		159
Between two and three months		65		15
More than three months		97		7
		2,356		181

6

The Company did not recognize any specific impairment on trade receivables during the three months ended March 31, 2022.

The activity in the credit loss allowance was as follows:

	THREE MONTHS ENDED MARCH 31,
	2022			2021
Balance at the beginning of the period		142			352
Increase in credit losses allowance		526			152
Write offs		—			(12	)
Translation effect		(2	)		(38	)
Balance at the end of the period		666			454

There were no specific provision charged/released during the three months ended March 31, 2022 and 2021.

The Group actively manages credit limits and exposures in a practicable manner such that past due amounts receivable from the operator customers are within controlled parameters. Management assesses the credit quality of the operators, taking into account their financial position, past experience and other factors. The Group’s receivables are principally in respect of transactions with operators for whom there is no recent history of default. Management does not expect significant losses from non-performance by these operators above the ECL provision. The Group believes it was not exposed to significant credit risk as at the end of the current reporting period.

As cash and cash equivalents are held with financial institutions, any credit risk is deemed to be immaterial. The IFRS 9 assessment conducted for these balances did not identify any material impairment loss as of March 31, 2022.

BUSINESS COMBINATIONS

When a business is acquired, the purchase price is allocated to the various components of the acquisition based upon the fair value of each component using various valuation techniques, including the market approach, income approach and/or cost approach. The accounting standard for business combinations requires identifiable assets, liabilities, noncontrolling interests and goodwill acquired to be recorded at acquisition date fair values. Transaction costs related to the acquisition of the business are expensed as incurred. .

Acquisition-related costs, other than those incurred for the issuance of debt or equity instruments, are charged to the consolidated statement of operations as they are incurred.

Acquired intangible assets other than goodwill are amortized over their estimated useful lives unless the lives are determined to be indefinite. Amortization of these intangible assets in general are recognized on a straight-line basis over an average finite useful life primarily ranging from approximately one to 16 years or in relation to the estimated discounted cash flows over the life of the intangible asset.

REVENUE RECOGNITION

Upon the completion of the Rotowire acquisition (see Note 4), the Group generates a portion of its revenue from online subscriptions whereby a customer subscribes to services over a period of time. The Company records deferred revenue upon execution of the subscription since each subscription plan requires upfront payment. The revenue is recognized straight-line over the duration of the subscription as the performance obligations are satisfied.

7

COST OF SALES

Cost of sales includes license fees incurred as part of agreements with media partners and data and payment processing fees related to subscription access on certain websites of the Group.

4. ACQUISITIONS

Rotowire

On January 1, 2022, the Company acquired 100% of the issued and outstanding equity interests of Roto Sports, Inc. ("Rotowire"), owner and operator of RotoWire.com, for consideration of (i) $13,500 (net of holdbacks and sellers expenses paid and being a subject to a final net working capital adjustment) in cash, (ii) 451,264 unregistered ordinary shares, (iii) $2,500 due on the first anniversary of the closing date and (iv) $5,300 due on the second anniversary of the closing date of the acquisition. At its own discretion, the Company can pay up to 50% of the deferred payments in unregistered ordinary shares. The acquisition of Rotowire is envisaged to enable the Group to accelerate its business in the U.S.

The Group incurred acquisition-related costs of $470 on legal and consulting fees; the costs were expensed in 2021.

Subsequently to the acquisition, the legal entities were merged and certain acquired assets and/or liabilities were transferred to other Group subsidiaries. The Company cannot breakout the revenues or expenses incurred since the acquisition date.


Under the preliminary purchase price allocation, the Company recognized goodwill of $11,176 which is calculated as the excess of both the consideration exchanged and liabilities assumed as compared to the fair value of the identifiable assets acquired. The goodwill is not expected to be deductible for tax purposes. The values assigned to the assets acquired and liabilities assumed are based on their estimates of fair value available as of January 1, 2022 as calculated by a third-party valuation firm.

The table below outlines the preliminary purchase price allocation of the purchase for Rotowire to the acquired identifiable assets, liabilities assumed and goodwill:

Purchase price consideration:
Cash paid	14,700
Common shares issued, at fair value	5,000
Deferred consideration, at fair value	7,250
Total acquisition consideration	26,950
Assets acquired:
Cash and cash equivalents	1,999
Accounts receivable	760
Prepaid expenses and other current assets	292
Identifiable intangible assets	19,000
Right of use asset	617
Other assets	7
Total assets acquired	22,675
Liabilities assumed:
Accounts payable	(16	)
Deferred income	(1,120	)
Lease liability	(617	)
Deferred tax	(4,008	)
Other current liabilities	(1,140	)
Total liabilities assumed	(6,901	)
Total net assets	15,774
Goodwill	11,176
Total acquisition consideration	26,950

8

BonusFinder

On January 31, 2022, the Company acquired 100% of the issued and outstanding equity interests of NDC Media, operator of BonusFinder.com, for consideration of (i) cash amount of EUR 10,000 ($11,168) (subject to adjustments for cash, working capital, and indebtedness), (ii) issued 269,294 unregistered ordinary shares, (iii) an earnout payment up to a maximum of EUR 19,000 ($21,850) to be paid in April 2023 based financial performance during 2022, (iv) a further earnout payment up to a maximum of EUR 28,500 ($32,800) to be paid in April 2024 based on certain financial conditions being met during 2023. The Company has the option to pay up to 50% of each of the earnout payments in unregistered ordinary shares. The acquisition of BonusFinder is envisaged to enable the Group to accelerate its business in the U.S. and Canada.

During the three months ended March 31, 2022, the Group incurred acquisition-related costs of $359 on legal and consulting fees.

Subsequently to the acquisition, certain acquired assets and/or liabilities were transferred to other Group subsidiaries. he Company cannot breakout the revenues or expenses incurred since the acquisition date.

Under the preliminary purchase price allocation, the Company did not recognize goodwill, which is calculated as the excess of both the consideration exchanged and liabilities assumed as compared to the fair value of the identifiable assets acquired. The values assigned to the assets acquired and liabilities assumed are based on their estimates of fair value available as of January 31, 2022 as calculated by a third-party valuation firm. The fair value of the contingent consideration utilized the following assumptions as part of the option approach methodology: i) probability of obtaining the financial conditions ranging from 50-90%, ii) discounts rates ranging from 3.0-3.9%, iii) inflation rates ranging from 2.0-2.4% and iv) volatility ranging from 33.0-72.6% as applied to forecasted performance conditions.

The table below outlines the preliminary purchase price allocation of the purchase for NDC Media to the acquired identifiable assets, liabilities assumed and goodwill:

Purchase price consideration:
Cash paid	11,168
Cash payable	4,279
Common shares issued, at fair value	2,792
Contingent consideration, at fair value	20,437
Total acquisition consideration	38,676
Assets acquired:
Cash and cash equivalents	4,574
Accounts receivable and other current assets	1,284
Identifiable intangible assets	33,475
Right of use asset	126
Other non-current assets	37
Total assets acquired	39,496
Liabilities assumed:
Accounts payable	(234	)
Corporate tax payable	(460	)
Lease liability	(126	)
Total liabilities assumed	(820	)
Total net assets	38,676
Goodwill	—
Total acquisition consideration	38,676

9

5. PROPERTY AND EQUIPMENT

	COMPUTER    AND    OFFICE EQUIPMENT		LEASEHOLD IMPROVEMENTS	TOTAL
At January 1, 2022		433