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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 August 2024
(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.
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 Gambling.com Group Limited's registration statements on Forms F-3 (File Nos. 333-266888 and 333-272030) and Forms S-8 (File Nos. 333-258412, 333-262539, 333-270786, 333-278149 and 333-278155).
TABLE OF CONTENTS
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FINANCIAL INFORMATION | |
Financial Statements | |
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GAMBLING.COM GROUP LIMITED
Interim Condensed Consolidated Statements of Comprehensive Income (Loss) (Unaudited)
(USD in thousands, except per share amounts)
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | Three Months Ended June 30, | | Six Months Ended June 30, |
| NOTE | | 2024 | | 2023 | | 2024 | | 2023 |
Revenue | 18 | | 30,541 | | | 25,972 | | | 59,756 | | | 52,664 | |
Cost of sales | | | (1,436) | | | (896) | | | (3,669) | | | (1,887) | |
Gross profit | | | 29,105 | | | 25,076 | | | 56,087 | | | 50,777 | |
Sales and marketing expenses | 19 | | (10,713) | | | (8,744) | | | (20,325) | | | (17,008) | |
Technology expenses | 19 | | (3,094) | | | (2,464) | | | (6,309) | | | (4,704) | |
General and administrative expenses | 19 | | (6,237) | | | (6,928) | | | (12,541) | | | (12,466) | |
Movements in credit losses allowance and write-offs | 4 | | (741) | | | (118) | | | (701) | | | (767) | |
Fair value movement on contingent consideration | 19 | | — | | | (6,087) | | | — | | | (6,939) | |
Operating profit | | | 8,320 | | | 735 | | | 16,211 | | | 8,893 | |
| | | | | | | | | |
Finance income | 20 | | 230 | | | 606 | | | 1,174 | | | 706 | |
Finance expenses | 20 | | (897) | | | (420) | | | (1,351) | | | (983) | |
Income before tax | | | 7,653 | | | 921 | | | 16,034 | | | 8,616 | |
Income tax charge | 22 | | (723) | | | (643) | | | (1,805) | | | (1,743) | |
Net income for the period attributable to the shareholders | | | 6,930 | | | 278 | | | 14,229 | | | 6,873 | |
Other comprehensive (loss) income | | | | | | | | | |
Exchange differences on translating foreign currencies | | | (921) | | | (676) | | | (3,515) | | | 692 | |
Total comprehensive income (loss) for the period attributable to the shareholders | | | 6,009 | | | (398) | | | 10,714 | | | 7,565 | |
Net income per share attributable to shareholders, basic | 21 | | 0.19 | | | 0.01 | | | 0.39 | | | 0.19 | |
Net income per share attributable to shareholders, diluted | 21 | | 0.19 | | | 0.01 | | | 0.38 | | | 0.18 | |
The accompanying notes are an integral part of these interim condensed consolidated financial statements.
GAMBLING.COM GROUP LIMITED
Interim Condensed Consolidated Statements of Financial Position
(USD in thousands)
| | | | | | | | | | | | | | | | | | |
| | | | |
| NOTE | | JUNE 30, 2024 | | DECEMBER 31, 2023 | |
| | | (Unaudited) | | | |
ASSETS | | | | | | |
Non-current assets | | | | | | |
Property and equipment | 5 | | 1,687 | | | 908 | | |
Right-of-use assets | 6 | | 5,272 | | | 1,460 | | |
Intangible assets | 7 | | 133,164 | | | 98,000 | | |
| | | | | | |
Deferred tax asset | 17 | | 6,694 | | | 7,134 | | |
Total non-current assets | | | 146,817 | | | 107,502 | | |
Current assets | | | | | | |
Trade and other receivables | 8 | | 20,807 | | | 21,938 | | |
| | | | | | |
Cash and cash equivalents | 9 | | 7,523 | | | 25,429 | | |
Total current assets | | | 28,330 | | | 47,367 | | |
Total assets | | | 175,147 | | | 154,869 | | |
EQUITY AND LIABILITIES | | | | | | |
Equity | | | | | | |
Share capital | 10 | | — | | | — | | |
Capital reserve | 11 | | 75,778 | | | 74,166 | | |
Treasury shares | 10 | | (12,916) | | | (3,107) | | |
Share-based compensation reserve | 12 | | 8,900 | | | 7,414 | | |
Foreign exchange translation deficit | | | (7,722) | | | (4,207) | | |
Retained earnings | | | 58,887 | | | 44,658 | | |
Total equity | | | 122,927 | | | 118,924 | | |
Non-current liabilities | | | | | | |
| | | | | | |
| | | | | | |
| | | | | | |
| | | | | | |
Lease liability | 6 | | 4,344 | | | 1,190 | | |
Deferred tax liability | 17 | | 2,208 | | | 2,008 | | |
Borrowings | 14 | | 17,032 | | | — | | |
Total non-current liabilities | | | 23,584 | | | 3,198 | | |
Current liabilities | | | | | | |
Trade and other payables | 16 | | 6,958 | | | 10,793 | | |
Deferred income | 18 | | 1,869 | | | 2,207 | | |
Deferred consideration | 15 | | 17,092 | | | 18,811 | | |
Contingent consideration | 15 | | 1,317 | | | — | | |
Borrowings and accrued interest | 14 | | 145 | | | — | | |
Other liability | | | — | | | 308 | | |
Lease liability | 6 | | 1,217 | | | 533 | | |
Income tax payable | | | 38 | | | 95 | | |
Total current liabilities | | | 28,636 | | | 32,747 | | |
Total liabilities | | | 52,220 | | | 35,945 | | |
| | | | | | |
Total equity and liabilities | | | 175,147 | | | 154,869 | | |
The accompanying notes are an integral part of these interim condensed consolidated financial statements.
GAMBLING.COM GROUP LIMITED
Interim Condensed Consolidated Statements of Changes In Equity (Unaudited)
(USD in thousands)
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| NOTE | | SHARE CAPITAL | | CAPITAL RESERVE | | TREASURY SHARES | | SHARE-BASED COMPENSATION RESERVE | | FOREIGN EXCHANGE TRANSLATION DEFICIT | | RETAINED EARNINGS | | TOTAL EQUITY |
Balance at January 1, 2024 | | | — | | | 74,166 | | | (3,107) | | | 7,414 | | | (4,207) | | | 44,658 | | | 118,924 | |
Issue of ordinary shares, net of issuance costs | 11,12 | | — | | | 439 | | | — | | | — | | | — | | | — | | | 439 | |
Treasury shares acquired | 10 | | — | | | — | | | (9,809) | | | — | | | — | | | — | | | (9,809) | |
Share-based payment expense | 12, 13 | | — | | | — | | | — | | | 2,102 | | | — | | | — | | | 2,102 | |
Exercise of options | 11,12,13 | | — | | | 906 | | | — | | | (349) | | | — | | | — | | | 557 | |
Exercise of warrants | 11,12,13 | | — | | | 85 | | | — | | | (85) | | | — | | | — | | | — | |
Share options expired | | | — | | | 182 | | | — | | | (182) | | | — | | | — | | | — | |
| | | — | | | 1,612 | | | (9,809) | | | 1,486 | | | — | | | — | | | (6,711) | |
Comprehensive income | | | | | | | | | | | | | | | |
Net income | | | — | | | — | | | — | | | — | | | — | | | 14,229 | | | 14,229 | |
Exchange differences on translating foreign currencies | | | — | | | — | | | — | | | — | | | (3,515) | | | — | | | (3,515) | |
Balance at June 30, 2024 | | | — | | | 75,778 | | | (12,916) | | | 8,900 | | | (7,722) | | | 58,887 | | | 122,927 | |
| | | | | | | | | | | | | | | |
Balance at January 1, 2023 | | | — | | | 63,723 | | | (348) | | | 4,411 | | | (7,075) | | | 26,398 | | | 87,109 | |
Issue of ordinary shares, net of issuance costs | | | | | 10,216 | | | | | | | | | | | 10,216 | |
Share-based payment expense | 12, 13 | | — | | | — | | | — | | | 1,611 | | | — | | | — | | | 1,611 | |
Treasury shares acquired | 10 | | — | | | — | | | (759) | | | — | | | — | | | — | | | (759) | |
| | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | |
Exercise of options | 11,12,13 | | — | | | 13 | | | — | | | (13) | | | — | | | — | | | — | |
| | | | | | | | | | | | | | | |
| | | — | | | 10,229 | | | (759) | | | 1,598 | | | — | | | — | | | 11,068 | |
Comprehensive income | | | | | | | | | | | | | | | |
Net income | | | — | | | — | | | — | | | — | | | — | | | 6,873 | | | 6,873 | |
Exchange differences on translating foreign currencies | | | — | | | — | | | — | | | — | | | 692 | | | — | | | 692 | |
Balance at June 30, 2023 | | | — | | | 73,952 | | | (1,107) | | | 6,009 | | | (6,383) | | | 33,271 | | | 105,742 | |
| | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | |
The accompanying notes are an integral part of these interim condensed consolidated financial statements.
GAMBLING.COM GROUP LIMITED
Interim Condensed Consolidated Statements of Cash Flows (Unaudited)
(USD in thousands)
| | | | | | | | | | | | | | | | | | | | | | |
| | | Six Months Ended June 30, | | | |
| NOTE | | 2024 | | 2023 | | | | | |
Cash flow from operating activities | | | | | | | | | | |
Income before tax | | | 16,034 | | | 8,616 | | | | | | |
Finance expense, net | 20 | | 177 | | | 277 | | | | | | |
| | | | | | | | | | |
Adjustments for non-cash items: | | | | | | | | | | |
Depreciation and amortization | 19 | | 2,245 | | | 1,025 | | | | | | |
Movements in credit loss allowance and write-offs | 4 | | 701 | | | 767 | | | | | | |
| | | | | | | | | | |
Fair value movement on contingent consideration | 19 | | — | | | 6,939 | | | | | | |
Share-based payment expense | 13 | | 2,557 | | | 2,099 | | | | | | |
| | | | | | | | | | |
Income tax paid | 22 | | (1,440) | | | (1,789) | | | | | | |
| | | | | | | | | | |
Payment of deferred consideration | 3 | | (7,156) | | | — | | | | | | |
Payment of contingent consideration | | | — | | | (4,621) | | | | | | |
Cash flows from operating activities before changes in working capital | | | 13,118 | | | 13,313 | | | | | | |
Changes in working capital | | | | | | | | | | |
Trade and other receivables | | | 36 | | | (1,892) | | | | | | |
Trade and other payables | | | (4,155) | | | 186 | | | | | | |
Inventories | | | — | | | 62 | | | | | | |
| | | | | | | | | | |
| | | | | | | | | | |
Cash flows generated by operating activities | | | 8,999 | | | 11,669 | | | | | | |
Cash flows from investing activities | | | | | | | | | | |
Acquisition of property and equipment | 5 | | (914) | | | (204) | | | | | | |
Acquisition of intangible assets | 7 | | (20,605) | | | (392) | | | | | | |
Capitalization of internally developed intangibles | 7 | | (1,065) | | | (962) | | | | | | |
| | | | | | | | | | |
Interest received from bank deposits | 20 | | 104 | | | — | | | | | | |
Payment of deferred consideration | 3 | | (10,044) | | | (2,390) | | | | | | |
Payment of contingent consideration | | | — | | | (5,557) | | | | | | |
| | | | | | | | | | |
Cash flows used in investing activities | | | (32,524) | | | (9,505) | | | | | | |
Cash flows from financing activities | | | | | | | | | | |
Exercise of options | | | 557 | | | — | | | | | | |
| | | | | | | | | | |
Treasury shares acquired | 10 | | (9,750) | | | (759) | | | | | | |
| | | | | | | | | | |
| | | | | | | | | | |
Proceeds from borrowings | 14 | | 18,000 | | | — | | | | | | |
| | | | | | | | | | |
Transaction costs related to borrowings | 14 | | (847) | | | — | | | | | | |
Interest payment attributable to third party borrowings | 14 | | (174) | | | — | | | | | | |
| | | | | | | | | | |
Interest payment attributable to deferred consideration settled | 3 | | (1,382) | | | (110) | | | | | | |
Principal paid on lease liability | 6 | | (254) | | | (199) | | | | | | |
Interest paid on lease liability | 6 | | (89) | | | (87) | | | | | | |
Cash flows generated by (used in) financing activities | | | 6,061 | | | (1,155) | | | | | | |
Net movement in cash and cash equivalents | | | (17,464) | | | 1,009 | | | | | | |
Cash and cash equivalents at the beginning of the period | | | 25,429 | | | 29,664 | | | | | | |
Net foreign exchange differences on cash and cash equivalents | | | (442) | | | 638 | | | | | | |
Cash and cash equivalents at the end of the period | 9 | | 7,523 | | | 31,311 | | | | | | |
| | | | | | | | | | |
Supplemental non-cash | | | | | | | | | | |
Right-of-use assets | 6 | | 3,982 | | | — | | | | | | |
Issue of ordinary shares for acquisitions | 10 | | — | | | 9,912 | | | | | | |
| | | | | | | | | | |
The accompanying notes are an integral part of these interim condensed consolidated financial statements.
GAMBLING.COM GROUP LIMITED
Notes to Interim 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 the "Group”) is a public limited liability company founded in 2006 and incorporated in Jersey in accordance with the provisions of the Companies (Jersey) Law 1991, as amended. The Company redomiciled from Malta to Jersey and was renamed from Gambling.com Group Plc to Gambling.com Group Limited in May 2021. Our registered address and principle executive offices is 22 Grenville Street, St. Helier, Jersey JE4 8PX.
We are a fast-growing provider of digital marketing services for the global online gambling industry. Our principal focus is on online casino, online sports betting and fantasy sports. Through our proprietary technology platform, we publish a portfolio of premier branded websites including Gambling.com, Casinos.com, RotoWire.com and Bookies.com. Each of our websites is bespoke and tailored for different user interests and markets within the online gambling industry and include original and curated news relating to the sector, such as odds, statistics, product reviews and product comparisons of online gambling services around the world. We attract online gamblers through online marketing efforts and refer these online gamblers to companies that are licensed by gambling regulators to provide real-money online gambling services, known as online gambling operators, who convert online gamblers into paying players. In this way, we provide business-to-business, or B2B, digital marketing services to online gambling operators.
We have a workforce of more than 500 employees and primarily operate from our offices in Ireland, the United States and Malta.
2. BASIS OF PREPARATION AND PRESENTATION
These unaudited interim 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 fiscal year 2023 audited consolidated financial statements included in the Company’s Annual Report on Form 20-F for the year ended December 31, 2023, previously filed with the United States Securities and Exchange Commission on March 21, 2024 (“2023 audited consolidated financial statements”).
3. SUMMARY OF MATERIAL ACCOUNTING POLICIES
These unaudited interim condensed consolidated financial statements have been prepared on the same basis as the 2023 audited consolidated financial statements and include all adjustments necessary to present fairly the Company’s interim condensed consolidated statement of financial position as of June 30, 2024, its results of operations for the three and six months ended June 30, 2024 and 2023, and changes in equity and its cash flows for the six months ended June 30, 2024 and 2023. The results of operations for the three and six months ended June 30, 2024 are not necessarily indicative of the results that may be expected for the year ended December 31, 2024.
The unaudited interim condensed consolidated financial statements have been prepared on a historical cost basis except for contingent consideration which is measured at fair value and included in Level 3 of the fair value hierarchy.
NEW AND AMENDED STANDARDS ADOPTED BY THE GROUP IN 2024
The Group has analyzed the following amendments to existing standards that are mandatory for the Group’s accounting period beginning on January 1, 2024, and determined they had limited or no impact on the Group’s financial statements:
▪Amendments to IAS 1, Presentation of Financial Statements and IFRS Practice Statement 2: Classification of Liabilities as Current vs Non-Current; and Non-current Liabilities with Covenants
▪Amendments to IAS16, Leases: Lease Liability in a Sale and Leaseback
▪Amendments to IAS 7 Statement of Cash Flows and IFRS 7 Financial Instruments: Disclosures: Supplier Finance Arrangements
Standards Issued but Not Yet Effective
There were a number of standards and interpretations which were issued but not yet effective until periods beginning after January 1, 2024. and therefore have not been adopted within these interim condensed consolidated financial statements. These amendments 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.
Effective for annual periods beginning after January 1, 2024:
▪IFRS 18 Presentation and Disclosures in Financial Statements
▪IFRS 19 Subsidiaries without Public Accountability: Disclosures
▪Amendments to IAS 21 The Effects of Changes in Foreign Exchange Rates: Lack of Exchangeability
▪Amendments to the Classification and Measurement of Financial Instruments
USE OF ESTIMATES AND JUDGEMENTS
In preparing these interim 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 consistent with those described in its 2023 audited consolidated financial statements. Estimates and judgements used in deferred tax accounting are disclosed in Note 17.
ACQUISITION OF FREEBETS.COM AND RELATED ASSETS
On April 1, 2024, the Company’s wholly owned subsidiaries, GDC Media Limited and GDC UKGB Limited, as purchasers, and the Company, as guarantor, acquired from XL Media PLC and XL Media Publishing Limited, as sellers, Freebets.com and related assets (the “Freebets.com Assets”). Management performed an assessment of the application of IFRS 3, ‘Business Combinations’ in concluding whether the acquisition meets the definition of a business. Based on the definition of a business, the Company concluded the acquired assets did not meet the definition of a business. Thus, the acquisition was accounted as an asset acquisition. The consideration has been allocated on a fair value basis to domain names, customer contracts and content assets as disclosed in Note 7.
Amounts committed on acquisition consist of contractual obligations resulting from the purchase of such intangible assets. Some of the obligations have a predetermined value, while others include future payments of performance-based amounts. These obligations are further referred to as deferred and contingent consideration respectively. The contingent consideration is measured at fair value, which is determined on the date of purchase and subsequently, at each reporting date, by calculating the expected cash outflow. Subsequent movement in contingent consideration related to asset acquisitions are capitalized as part of the related intangible assets. Note 15 further describes the amounts committed on acquisition.
ROTOWIRE DEFERRED CONSIDERATION PAYMENT
In January 2024 and 2023, the Group made cash payments of deferred consideration related to the 2022 acquisition of 100% of the issued and outstanding equity interests of Roto Sports, Inc., the operator of
Rotowire.com (“RotoWire”), totaling an aggregate of $5,000 and $2,500, respectively. The payment is reflected in the cash flows partly within investing activities and partly within financing activities. The part of the payment related to original estimate of the fair value of deferred consideration of $4,450 and $2,390, respectively, is reported within investing activities in the cash flow statement and the part of the payment related to the increase in the consideration value on account of the interest element since the acquisition of $550 and $110, respectively, is reported within financing cash flows.
BONUSFINDER CONTINGENT CONSIDERATION: PAYMENT AND MODIFICATION
In April 2023, the Group settled contingent consideration related to the 2022 acquisition of 100% of the issued and outstanding equity interests of NDC Media Limited, the operator of BonusFinder.com (“BonusFinder”) totaling an aggregate of $20,090, of which $10,178 was settled in cash and $9,912 was paid in unregistered ordinary shares of the Group. The payment is reflected in the cash flow statement partly within investing and partly within operating activities. The part of the payment related to the original estimate of the fair value of contingent consideration of $5,557 is reported within investing activities in the cash flow statement and the part of the payment related to the increase in the consideration value on account of the fair value movements since the acquisition of $4,621 is reported within operating cash flows.
On June 30, 2023, the Company entered into an agreement with the former shareholders of BonusFinder which modified terms of the original share purchase agreement relating to the terms of the remaining earnout payment. The agreement terminated the earn-out period early effective as of June 30, 2023. The agreement also provided that fixed consideration of EUR18,000 would be paid in two installments, (i) EUR5,000 ($5,440) was paid on July 7, 2023, and (ii) EUR13,000 was paid on April 30, 2024.
During April 2024, the Group settled the final payment of EUR12,699 ($13,582) in cash to sellers of BonusFinder. The final settlement was adjusted for an outstanding open working capital balance and acquisition bonus payments to BonusFinder employees. The part of the payment related to original estimate of the fair value of deferred consideration of $5,594, is reported within investing activities in the cash flow statement and the part of the payment related to the increase in the consideration value on account of the fair value movements since the acquisition of $7,156 is reported within operating cash flows. The part of the payment related to the increase in the consideration value on account of the interest element since the modification of $832 is reported within financing cash flows.
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 CEO reviews the Group consolidated reports distributed internally on a monthly basis, and includes key metrics such as new depositing customers, revenue, operating expenses, and adjusted EBITDA (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). 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.
As of June 30, 2024 and December 31, 2023, the geographic analysis of the Group’s non-current assets, excluding deferred tax assets, was as follows:
| | | | | | | | | | | | | | |
| | As of June 30, | | As of December 31, |
| | 2024 | | 2023 |
Ireland | | 111,090 | | | 75,858 | |
United States | | 27,688 | | | 24,398 | |
Other | | 1,345 | | | 112 | |
| | 140,123 | | | 100,368 | |
FOREIGN CURRENCY TRANSLATION
The following exchange rates were used to translate the financial statements of the Group from EUR into USD:
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Period End | | Average for Period | | Beginning of Period | | Low | | High |
Six Months Ended June 30, | (EUR per USD) |
2024 | 0.93 | | | 0.93 | | | 0.91 | | | 0.91 | | | 0.94 | |
2023 | 0.92 | | | 0.92 | | | 0.93 | | | 0.90 | | | 0.95 | |
| | | | | | | | | |
4. RISK MANAGEMENT
FINANCIAL RISK MANAGEMENT
The Group’s activities potentially expose it to a variety of financial risks: market risk (foreign exchange risk and cash flow and fair value interest rate risk), credit risk and liquidity risk. The management of the Group’s financial risk is based on a financial policy approved by the Company’s board of directors. The Group did not make use of derivative financial instruments to hedge risk exposures during the periods presented.
(A) Market Risk
Foreign Exchange Risk
Foreign currency risk is the risk that the fair value of future cash flows of an exposure will fluctuate because of changes in foreign exchange rates. The risk arises from future commercial transactions and recognized assets and liabilities which are denominated in a currency that is not the respective group companies’ functional currencies. The currencies in which transactions and balances are primarily denominated are the Euro (“EUR”), US dollar (“USD”) and British Pound Sterling (“GBP”). Management performs ongoing assessments of foreign currency fluctuations on financial results; however, the Group does not enter into any derivative financial instruments to manage its exposure to foreign currency risk.
As of June 30, 2024 and 2023, the Group’s exposure to foreign exchange risks was primarily through cash and working capital balances held by its entities which have the Euro as the functional currency. These balances included USD-denominated net (liabilities) assets of $(12,104) and $7,558 and GBP-denominated net assets of $2,262 and $5,221 as of June 30, 2024 and 2023, respectively. Based on the sensitivity analyses performed, movements in USD and GBP exchange rates to EUR by 10% would result on average in gains or losses of $1,259 and $232, respectively, to the Group’s net profit (loss) for the six months ended June 30, 2024 (2023: $763 and $525). Management anticipates 10% is a reasonable extent of currency fluctuations in the foreseeable future.
Cash Flow and Fair Value Interest Rate Risk
Interest rate risk is the risk that the future cash flows of a financial instrument will fluctuate because of changes in market interest rate. The Group’s exposure to interest rate risk as of June 30, 2024 arises from non-current borrowings at variable rates. The Group regularly monitors its interest rate risk and considers it not to be significant in the context of profits generated from operations.
Credit Risk
Credit risk arises from cash and cash equivalents and trade and other receivables. The exposure as of the reporting date was as follows:
| | | | | | | | | | | | | |
| |
| As of June 30, 2024 | | As of December 31, 2023 | | |
Trade and other receivables (excluding prepayments) | 19,235 | | | 20,136 | | | |
Cash and cash equivalents | 7,523 | | | 25,429 | | | |
| 26,758 | | | 45,565 | | | |
For the three and six months ended June 30, 2024, no single customer generated at least 10% of the Group’s total revenue for the period. For the three and six months ended June 30, 2023, revenues generated from the largest single customer accounted for 18% and 14%, respectively, of the Group’s total revenue for the period.
The Group has the following financial assets that are subject to the expected credit loss model: trade receivables and other financial assets carried at amortized cost. The Group applies the IFRS 9 simplified approach to measuring expected credit losses (“ECL”) 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 of June 30, 2024 | | As of December 31, 2023 | | |
Between one and two months | 2,022 | | | 264 | | | |
Between two and three months | 804 | | | 849 | | | |
More than three months | 1,007 | | | 1,212 | | | |
| 3,833 | | | 2,325 | | | |
The Company recognized a specific provision of $466 on trade receivables as of June 30, 2024 (December 31, 2023: $681 and June 30, 2023: $374).
The activity in the credit loss allowance was as follows:
| | | | | | | | | | | | | | | | | | | | | | | | | |
| Three Months Ended June 30, | | Six Months Ended June 30, | | |
| 2024 | | 2023 | | 2024 | | 2023 | | |
Balance at the beginning of the period | 1,683 | | | 1,537 | | | 1,757 | | | 877 | | | |
Movements in credit loss allowance | 666 | | | 118 | | | 626 | | | 767 | | | |
Write offs | (204) | | | — | | | (204) | | | — | | | |
Translation effect | (57) | | | (97) | | | (91) | | | (86) | | | |
Balance at the end of the period | 2,088 | | | 1,558 | | | 2,088 | | | 1,558 | | | |
The increase in trade and other receivables and in the credit loss allowance during the three and six months ended June 30, 2024 and June 30, 2023 was a result of the overall business growth and increase in aged trade receivables.
For the three and six months ended June 30, 2024, the Company wrote off receivables from customers with a total value of $75; the balances were not previously specifically provided.
The Group actively manages credit limits and exposures in a practical 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. Management believes that the Group was not exposed to significant credit risk as at the end of the current reporting period.
The Group monitors intra-group credit exposures at the individual entity level on a regular basis and ensures timely performance in the context of its overall liquidity management. Management concluded the Group’s exposure to credit losses on intra-group receivables were immaterial.
As cash and cash equivalents are held with major 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 June 30, 2024 or June 30, 2023.
Liquidity Risk
The Group is exposed to liquidity risk in relation to meeting future obligations associated with its financial liabilities, which are predominantly comprised of trade and other payables (Notes 16) and borrowings (Note 14). Prudent liquidity risk management includes maintaining sufficient cash and committed credit lines to ensure the availability of adequate funding to meet the Group’s obligations when they are due, under both normal and stressed conditions, without incurring unacceptable losses or risking damage to its reputation.
Management monitors liquidity risk by continual observation of cash inflows and outflows. To improve the net cash inflows and maintain cash balances at a specified level, management ensures that no additional financing facilities are expected to be required over the coming year. In this respect, management does not consider liquidity risk to the Group as significant when taking into account the liquidity management process referred to above.
The following table summarizes the maturity profile of the Group’s financial liabilities based on contractual undiscounted payments. Balances due in less than 1 year equal their carrying values (except for deferred consideration and contingent consideration) as the impact of discounting is insignificant.
| | | | | | | | | | | | | | | | | | | | | | | |
| Less than 1 year | | Between 1 and 2 years | | More than 2 years | | TOTAL |
As of June 30, 2024 | | | | | | | |
Deferred consideration | 17,500 | | | — | | | — | | | 17,500 | |
Contingent consideration | 1,427 | | | — | | | — | | | 1,427 | |
Borrowings and interest (1) | 1,296 | | | 1,151 | | | 18,671 | | | 21,118 | |
Trade and other payables | 3,739 | | | — | | | — | | | 3,739 | |
Lease liability | 1,217 | | | 1,293 | | | 4,158 | | | 6,668 | |
Total | 25,179 | | | 2,444 | | | 22,829 | | | 50,452 | |
| | | | | | | |
As of December 31, 2023 | | | | | | | |
Deferred consideration | 19,229 | | | — | | | — | | | 19,229 | |
| | | | | | | |
Trade and other payables | 7,373 | | | — | | | — | | | 7,373 | |
Lease liability | 533 | | | 522 | | | 1,018 | | | 2,073 | |
Total | 27,135 | | | 522 | | | 1,018 | | | 28,675 | |
| | | | | | | |
| | | | | | | |
| | | | | | | |
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| | | | | | | |
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(1) The amounts above include contractual interest obligations for floating rate borrowings as at June 30, 2024 based on the amortization schedule for such borrowings and the interest rate as at June 30, 2024.
5. PROPERTY AND EQUIPMENT
| | | | | | | | | | | | | | | | | |
| COMPUTER AND OFFICE EQUIPMENT | | LEASEHOLD IMPROVEMENTS | | TOTAL |
Net book amount as of January 1, 2024 | 802 | | 106 | | 908 |
Additions | 699 | | | 215 | | | 914 | |
Depreciation charge | (129) | | | (12) | | | (141) | |
Translation differences | 9 | | | (3) | | | 6 | |
As of June 30, 2024 | 1,381 | | | 306 | | | 1,687 | |
Cost | 2,124 | | | 442 | | | 2,566 | |
Accumulated depreciation | (743) | | | (136) | | | (879) | |
Net book amount as of June 30, 2024 | 1,381 | | | 306 | | | 1,687 | |
| | | | | |
Net book amount as of January 1, 2023 | 598 | | | 116 | | | 714 | |
Additions | 196 | | | 8 | | | 204 | |
Depreciation charge | (109) | | | (11) | | | (120) | |
| | | | | |
Translation differences | 6 | | | 1 | | | 7 | |
As of June 30, 2023 | 691 | | | 114 | | | 805 | |
Cost | 1,230 | | | 230 | | | 1,460 | |
Accumulated depreciation | (539) | | | (116) | | | (655) | |
Net book amount as of June 30, 2023 | 691 | | | 114 | | | 805 | |
For the six months ended June 30, 2024 and 2023, cash paid for the acquisition of property and equipment was $914 and $204, respectively.
The following is the reconciliation of depreciation expense:
| | | | | | | | | | | | | | | | | | | | | | | | | |
| Three Months Ended June 30, | | Six Months Ended June 30, | | |
| 2024 | | 2023 | | 2024 | | 2023 | | |
| | | | | | | | | |
Depreciation expensed to general and administrative expenses (Note 19) | 71 | | | 63 | | | 141 | | | 120 | | | |
| | | | | | | | | |
6. LEASES
Below are the carrying amounts of the Group’s right-of-use assets and lease liabilities and the movements during the periods presented:
| | | | | | | | | | | |
| Right-of-Use Assets | | Lease Liabilities |
As of January 1, 2024 | 1,460 | | | 1,723 | |
| | | |
Additions | 3,982 | | | 3,982 | |
| | | |
Amortization of right-of-use assets | (285) | | | — | |
Interest expense | — | | | 89 | |
Payments | — | | | (343) | |
Translation differences | 115 | | | 110 | |
As of June 30, 2024 | 5,272 | | | 5,561 | |
As of January 1, 2023 | 1,818 | | | 2,072 | |
| | | |
Amortization of right-of-use assets | (228) | | | — | |
Interest expense | — | | | 87 | |
Payments | — | | | (286) | |
Translation differences | 25 | | | 16 | |
As of June 30, 2023 | 1,615 | | | 1,889 | |
Lease payments not recognized as a liability
The Group has elected not to recognize a lease liability for leases that are short term (those with an expected lease term of 12 months or less). Payments made under such leases are expensed on a straight-line basis. In addition, certain variable lease payments are not permitted to be recognized as lease liabilities and are expensed as incurred.
The expense and cash paid relating to payments not included in the measurement of the lease liability was as follows:
| | | | | | | | | | | | | | | | | | | | | | | | | |
| Three Months Ended June 30, | | Six Months Ended June 30, | | |
| 2024 | | 2023 | | 2024 | | 2023 | | |
Short-term leases (Note 19) | 126 | | | 114 | | | 280 | | | 217 | | | |
| | | | | | | | | |
| | | | | | | | | |
7. INTANGIBLE ASSETS
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| DOMAIN NAMES MOBILE APPS AND RELATED WEBSITES | | GOODWILL | | CUSTOMER CONTRACTS AND CUSTOMER BASES | | CONTENT ASSETS | | INTERNALLY DEVELOPED INTANGIBLES | | TOTAL |
Net book amount as of January 1, 2024 | 78,071 | | | 10,800 | | | 4,964 | | | — | | | 4,165 | | | 98,000 | |
Additions including adjustments arising as a result of a change in estimates | 33,782 | | | — | | | 4,274 | | | 255 | | | 1,089 | | | 39,400 | |
| | | | | | | | | | | |
Amortization charge | (38) | | | — | | | (1,065) | | | (127) | | | (589) | | | (1,819) | |
Translation differences | (2,257) | | | — | | | (38) | | | 5 | | | (127) | | | (2,417) | |
Net book amount as of June 30, 2024 | 109,558 | | | 10,800 | | | 8,135 | | | 133 | | | 4,538 | | | 133,164 | |
Cost | 116,342 | | | 10,800 | | | 11,765 | | | 3,797 | | | 6,539 | | | 149,243 | |
Accumulated amortization | (6,784) | | | — | | | (3,630) | | | (3,664) | | | (2,001) | | | (16,079) | |
Net book amount as of June 30, 2024 | 109,558 | | | 10,800 | | | 8,135 | | | 133 | | | 4,538 | | | 133,164 | |
| | | | | | | | | | | |
Net book amount as of January 1, 2023 | 69,554 | | | 10,800 | | | 5,137 | | | — | | | 3,030 | | | 88,521 | |
Additions | 392 | | | — | | | | | — | | | 962 | | | 1,354 | |
| | | | | | | | | | | |
Amortization charge | — | | | — | | | (282) | | | — | | | (395) | | | (677) | |
Translation differences | 672 | | | — | | | 39 | | | — | | | 19 | | | 730 | |
Net book amount as of June 30, 2023 | 70,618 | | | 10,800 | | | 4,894 | | | — | | | 3,616 | | | 89,928 | |
Cost | 77,332 | | | 10,800 | | | 7,269 | | | 3,542 | | | 4,652 | | | 103,595 | |
Accumulated amortization | (6,714) | | | — | | | (2,375) | | | (3,542) | | | (1,036) | | | (13,667) | |
Net book amount as of June 30, 2023 | 70,618 | | | 10,800 | | | 4,894 | | | — | | | 3,616 | | | 89,928 | |
Acquisition of the Freebets.com Assets
On April 1, 2024, the Group acquired the Freebets.com Assets. The acquired intangible assets are categorized between domain names and related websites, customer contracts and customer bases, and content assets (additional information regarding the acquisition of intangible assets is disclosed in Note 4 and Note 15).
Adjustment arising as a change in estimates included in additions for six months ended June 30, 2024 of $900 (see Note 15).
As of June 30, 2024 and December 31, 2023, domain names, mobile apps and related websites balance included fully amortized mobile apps with costs of $6,701 and $6,867, respectively.
For the six months ended June 30, 2024 and 2023, cash paid for intangible assets and capitalized software developments was $21,670 and $1,354, respectively.
The following table distinguishes finite and indefinite intangible assets as of June 30, 2024 and December 31, 2023:
| | | | | | | | | | | | | | |
| | |
| | As of June 30, 2024 | | As of December 31, 2023 |
Net book value of assets with finite useful lives | | | | |
Customer contracts | | 8,135 | | | 4,964 | |
Content assets | | 133 | | | — | |
| | | | |
Internally developed intangibles | | 4,538 | | | 4,165 | |
Total net book value of assets with finite useful lives | | 12,806 | | | 9,129 | |
Net book value of assets with indefinite useful lives | | | | |
Domain names and related websites | | 109,558 | | | 78,071 | |
| | | | |
Goodwill | | 10,800 | | | 10,800 | |
Total net book value of intangible assets | | 133,164 | | | 98,000 | |
8. TRADE AND OTHER RECEIVABLES
| | | | | | | | | | | |
| |
| As of June 30, 2024 | | As of December 31, 2023 |
Current | | | |
Trade receivables, net | 18,116 | | | 19,012 | |
Prepayments | 1,572 | | | 1,802 | |
Accrued revenue | 117 | | | 116 | |
Deposits | 229 | | | 157 | |
Other receivables | 773 | | | 851 | |
| | | |
| 20,807 | | | 21,938 | |
| | | | | | | | | | | |
| |
| As of June 30, 2024 | | As of December 31, 2023 |
Trade receivables, gross | 20,204 | | | 20,769 | |
Credit loss allowance | (2,088) | | | (1,757) | |
Trade receivables, net | 18,116 | | | 19,012 | |
Trade receivables are unsecured and subject to settlement up to 45 days. Details on movements in the allowance are disclosed within Note 4.
9. CASH AND CASH EQUIVALENTS
Cash and cash equivalents include deposits held at banks. Due to their short-term nature, cash and cash equivalents are not measured at fair value because the carrying value approximates the fair value.
Cash and cash equivalents comprise the following:
| | | | | | | | | | | |
| |
| As of June 30, 2024 | | As of December 31, 2023 |
Cash at bank | 7,523 | | | 25,429 | |
We maintain cash and cash equivalents with major financial institutions. Our cash and cash equivalents consist of bank deposits held with banks that, at times, exceed federally or locally insured limits.
10. SHARE CAPITAL
Total authorized shares of the Company are unlimited and have no par value. The following table outlines common share activity for each period presented.
| | | | | | | | | | | |
| SHARES | | USD |
| | | |
As of January 1, 2024 | 37,222,549 | | — | |
Issue of restricted ordinary share awards (Note 13) | 56,995 | | — | |
Issue of ordinary shares in exchange of share options exercised (Note 12) | 158,247 | | — | |
Issue of ordinary shares in exchange of warrants exercised (Note 12) | 33,782 | | | — | |
| | | |
| | | |
Treasury shares acquired | (1,163,260) | | | — | |
As of June 30, 2024 | 36,308,313 | | — | |
| | | |
As of January 1, 2023 | 36,431,633 | | — | |
Issue of restricted ordinary share awards (Note 13) | 33,194 | | — | |
| | | |
Issue of ordinary shares in exchange of share options' exercise (Note 13) | 3,879 | | — | |
| | | |
Issue of ordinary shares as payment of consideration for BonusFinder acquisition | 1,005,929 | | — | |
Treasury shares acquired | (77,683) | | | — | |
As of June 30, 2023 | 37,396,952 | | — | |
| | | |
| | | |
| | | |
| | | |
During the six months ended June 30, 2024, the Company issued 33,782 shares in exchange for warrants exercised (see Note 12). The warrants were net exercised.
Share repurchase program
In November 2022, the Company’s board of directors approved a program to repurchase up to $10,000 of the Company’s’ ordinary shares in open market transactions, including under plans complying with Rule 10b5-1 under the Securities Exchange Act of 1934, as amended. In May and in August 2024, the Company’s board of directors approved an increase in the program of an additional $10,000 each period. During the six months ended June 30, 2024, the Company repurchased 1,163,260 shares with an average price of $8.43 for a total consideration of $9,809. The Company has repurchased an aggregate of 1,485,378 shares with an average price of $8.70 for a total consideration of $12,916 since the commencement of the repurchase program as of June 30, 2024.
As at June 30, 2024, a balance of $246 was outstanding for share purchases consummated during the quarter then ended. That balance was settled in July 2024. Cash used to repurchase shares during the six months ended June 30, 2024 included $187 for shares purchased in December 2023.
The timing and actual number of shares repurchased, if any, will depend on a variety of factors, including price, general business and market conditions, available liquidity, alternative investment opportunities, and other factors. The share repurchase program does not obligate the Company to acquire any particular number of ordinary shares. The Company intends to use current cash and cash equivalents, the cash flow it generates from operations and borrowings to fund the share repurchase program. All shares purchased will be held in the Company’s treasury for possible future issuance.
Secondary offering of ordinary shares
On June 20, 2023, certain shareholders of the Company (the “Selling Shareholders”) completed an underwritten secondary offering (the “secondary offering”) of 4,887,500 ordinary shares at a public offering price of $9.25 per ordinary share. The Company did not receive any proceeds from the sale of ordinary shares by the Selling Shareholders. The Company incurred $733 in expenses in connection with the secondary offering during the three months ended June 30, 2023.
11. CAPITAL RESERVE
| | | | | | | | | | | | | | | |
| Six Months Ended June 30, | | |
| 2024 | | 2023 | | | | |
Opening carrying amount | 74,166 | | | 63,723 | | | | | |
Share options and warrants exercised (Note 12, 13) | 991 | | | 13 | | | | | |
Issue of ordinary shares ( Note 10) | — | | | 10,216 | | | | | |
Issue of restricted shares (Note 11, 13) | 439 | | | — | | | | | |
| | | | | | | |
Share options expired (Note 12, 13) | 182 | | | — | | | | | |
Closing carrying amount | 75,778 | | | 73,952 | | | | | |
12. SHARE-BASED COMPENSATION RESERVE
As at June 30, 2024 and December 31, 2023, the Company had the following warrants, share options and restricted share units (“RSUs”) outstanding under the Amended and Restated 2020 Stock Incentive Plan (the “2020 Stock Incentive Plan”) and Founders Awards (as defined below) outstanding:
| | | | | | | | | | | | | | |
| | June 30, 2024 | | December 31, 2023 |
Warrants | | — | | | 50,000 | |
Share options | | 1,405,458 | | | 1,746,094 | |
RSUs | | 593,907 | | | — | |
Total grants outstanding under 2020 Stock Incentive Plan | | 1,999,365 | | | 1,796,094 | |
Founders Awards granted in 2021 | | 4,056,770 | | | 4,056,770 | |
Total grants and awards outstanding | | 6,056,135 | | | 5,852,864 | |
Changes in the share-based compensation reserve are as follows:
| | | | | | | | | | | |
| OPTIONS, WARRANTS AND RESTRICTED SHARE UNITS | | USD thousand |
As of January 1, 2024 | 5,852,864 | | 7,414 | |
Share options expense | — | | 1,223 | |
| | | |
Share options granted | 41,787 | | 14 | |
Share options exercised | (158,247) | | (349) | |
| | | |
Share warrants exercised | (50,000) | | (85) | |
Share options forfeited | (194,593) | | (257) | |
Share options expired | (29,583) | | (182) | |
Restricted Share Units granted | 605,370 | | 1,134 | |
Restricted Share Units forfeited | (11,463) | | (12) | |
| | | |
As of June 30, 2024 | 6,056,135 | | 8,900 | |
| | | |
As of January 1, 2023 | 5,562,984 | | 4,411 | |
Share options expense | — | | 1,487 | |
Share options granted | 154,666 | | 124 | |
Share warrants exercised | (5,828) | | (13) | |
| | | |
Share options forfeited | (6,042) | | — | |
| | | |
As of June 30, 2023 | 5,705,780 | | 6,009 | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
13. SHARE-BASED PAYMENTS
On October 22, 2020, in an extraordinary general meeting, the Company’s shareholders approved the 2020 Stock Incentive Plan (“the Plan”). Under the current Amended and Restated 2020 Plan, which was last amended and restated on May 18, 2022, employees, officers, directors, consultants and advisors, on the grant date are eligible to purchase share warrants, and receive share options, RSUs and other stock-based awards.
Share Options and Warrants
Share options can be in the form of incentive stock options and non-statutory stock options. No amounts are paid or payable by the recipient on receipt of the option. The options carry neither right to dividends nor voting rights. Options may be exercised at any time from the date of vesting to the date of their expiry. The number of options granted, and the exercise price of the options is fixed by the board of directors of the Company.
Under the Plan, awards may be made for up to 3,649,986 shares as of June 30, 2024, which, unless otherwise determined by the Company’s board of directors, increases by 2% of the outstanding ordinary shares at the beginning of each year, of the Company’s ordinary shares. If any award expires or is terminated, surrendered, or canceled without having been fully exercised or is forfeited in whole or in part, or results in any ordinary shares not being issued, the unused ordinary shares covered by such award shall again be available for the grant of awards under the Plan.
In July 2021, in connection with the Company’s initial public offering (the “IPO”), the Company granted options for 4,056,770 shares subject to performance vesting to its CEO and COO (the “Founders’ Awards”). Each Founders’ Award is divided into twelve tranches, each subject to different market capitalization thresholds. Holders are required to hold the shares for a period of three years (“holding period”) after the exercise date. As of June 30, 2024, the performance conditions were not met for any of the tranches.
The number of share options and warrants outstanding under the Plan and the Founders’ Awards as of June 30, 2024 and 2023 were as follows:
| | | | | | | | | | | |
| NUMBER OF AWARDS | | WEIGHTED AVERAGE EXERCISE PRICE PER SHARE IN USD |
Awards outstanding as of January 1, 2024 | 5,852,864 | | 8.25 | |
Granted | 41,787 | | 8.47 | |
Forfeited | (194,593) | | 13.14 | |
| | | |
Exercised | (208,247) | | 3.52 | |
Expired | (29,583) | | 14.27 | |
Awards outstanding as of June 30, 2024 | 5,462,228 | | 8.23 |
Awards exercisable as of June 30, 2024 | 884,503 | | 8.51 | |
| | | |
Awards outstanding as of January 1, 2023 | 5,562,984 | | 8.03 | |
Granted | 154,666 | | 9.55 | |
Forfeited | (6,042) | | 14.61 | |
| | | |
Exercised | (5,828) | | | 3.52 |
Awards outstanding as of June 30, 2023 | 5,705,780 | | 8.07 |
Awards exercisable as of June 30, 2023 | 641,301 | | 7.39 | |
| | | |
| | | |
| | | |
| | | |
| | | |
The weighted-average share price for share options and warrants exercised during the six months ended June 30, 2024 and 2023 was $8.27 and $9.90, respectively.
Determination of Fair Value of Options
The options granted during the six months ended June 30, 2024 and June 30, 2023 were valued using the Black-Scholes model with the following assumptions:
| | | | | | | | | | | | | |
| Six Months Ended June 30, | | |
| 2024 | | 2023 | | |
Exercise price, USD | 8.47 | | | 9.55 | | | |
Share price, USD | 8.47 | | | 9.55 | | | |
Risk free interest rate | 4.35 | % | | 3.78 | % | | |
Estimated volatility | 35 | % | | 45 | % | | |
Expected option term, years | 4.00 | | | 4.41 | | | |
Dividend yield | 0 | % | | 0 | % | | |
Estimated volatility is based on historical volatility of comparable companies.
As of June 30, 2024 and 2023, the weighted average remaining contractual life for options and warrants outstanding was 6.53 years and 7.50 years, respectively. The range of exercise prices for options and warrants issued as share-based payments was $3.52 to $14.71 per share as of each June 30, 2024 and 2023.
Restricted Share Units
During the six months ended June 30, 2024, the Board of Directors approved the issuance of 605,370 RSUs, of which 252,351 were issued to key management and executive directors. The RSUs vest 25% annually and become non-forfeitable over four years from the date of grant, subject to continuing employment. The fair value of the RSUs is based on the fair market value of the Company’s ordinary shares on the date of grant and is amortized over the vesting period.
A summary of the RSU activity as of and for the six months ended June 30, 2024 is as follows:
| | | | | | | | | | | |
| NUMBER OF SHARES | | WEIGHTED AVERAGE GRANT DATE FAIR VALUE, USD |
Outstanding as of January 1, 2024 | — | | | — | |
| | | |
Granted | 605,370 | | | 9.39 |
| | | |
| | | |
| | | |
Forfeited | (11,463) | | | 9.26 |
Outstanding as of June 30, 2024 | 593,907 | | | 9.39 |
| | | |
| | | |
| | | |
| | | |
| | | |
Restricted shares
During the six months ended June 30, 2024 and 2023, there were 56,995 and 33,194 restricted share awards issued to non-executive directors, respectively. The shares were valued using the Finnerty model with the main input data being an underlying issued price of $8.47 and $10.13 per share, respectively, and a restricted period of one year.
Share-based Payment Expense
| | | | | | | | | | | | | | | | | | | | | | | | | |
| Three Months Ended June 30, | | Six Months Ended June 30, |
| 2024 | | 2023 | | 2024 | | 2023 | | |
Share options expense | 591 | | | 808 | | | 981 | | | 1,611 | | | |
RSU expense | 653 | | | — | | | 1,100 | | | — | | | |
Restricted shares expense | 476 | | | 445 | | | 476 | | | 488 | | | |
| | | | | | | | | |
Share-based payment expense | 1,720 | | | 1,253 | | | 2,557 | | | 2,099 | | | |
| | | | | | | | | | | | | | |
| | As of June 30, |
| | 2024 | | 2023 |
Unrecognized share-based payment expense, USD | | | | |
Equity classified share options (excluding Founder Awards) | | 1,370 | | | 2,644 | |
Founders Awards | | 3,381 | | | 4,695 | |
RSUs | | 4,446 | | | — | |
| | | | |
Weighted average remaining amortization period, years | | | | |
Equity classified share options (excluding Founder Awards) | | 1.7 | | 2.5 |
Founders Awards | | 3.7 | | 4.7 |
RSUs | | 2.1 | | n/a |
Share-based Compensation Reserve
The Share-based payment expense is included within the share-based compensation reserve (see Note 12).
14. BORROWINGS
Wells Fargo Credit Agreement
On March 19, 2024, the Company’s wholly owned subsidiaries, GDC Media Limited, GDC America, Inc., and Roto Sports, Inc., as borrowers, and the Company, as guarantor, entered into a credit agreement (the “Wells Fargo Credit Agreement”) with Wells Fargo Bank, National Association (“Wells Fargo”), as lender. The Wells Fargo Credit Agreement provides for $25,000 term loan (the “Term Loan”) and a $25,000 revolving credit facility (the “Revolving Credit Facility” and, together with the Term Loan, the “Wells Fargo Credit Facility”). Subject to the approval of Wells Fargo, the term loan commitments or revolving commitments may be incrementally increased by up to $10,000 in the aggregate. The Wells Fargo Credit Facility matures on March 19, 2027.
The proceeds from the Wells Fargo Credit Facility, which is available in multi-currency drawdowns, are being, and will be, used for working capital, to settle deferred consideration, for permitted acquisitions, and for general corporate purposes and other permitted uses. As of June 30, 2024 the Company borrowed $18,000 out of $25,000 from the Revolving Credit Facility. Of the $18,000 borrowed, $16,000 was used to pay the initial consideration to the sellers of the Freebets.com Assets, while the remaining $2,000 was used to finance repurchases of the Company’s ordinary shares in the open market under the Company’s share repurchase program (discussed in Note 24). In May 2024, there was a cashless currency conversion of the $16,000 into EUR14,755. As of June 30, 2024, $7,000 was available under the Revolving Credit Facility. Subsequent to the reporting date, the Company borrowed an additional $2,500 from the Revolving Credit Facility. The Revolving Credit Facility is accounted for at amortized cost using the effective interest method. As of June 30, 2024, the Term Loan of $25,000 remained undrawn.
The borrowers may designate each loan under the Wells Fargo Credit Facility as a (1) “Base Rate Loan”, (2) a “Term SOFR Loan”, (3) a “Eurocurrency Rate Loan” or (4) a “Daily Simple RFR Loan.” A Base Rate Loan bears
interest at (i) the highest of (a) a Prime Rate, (b) Federal Funds rate plus 0.50% and (c) Adjusted Term Secured Overnight Finance Rate (“SOFR”) for one-month tenor plus 1.00%, (ii) plus an applicable margin of 2.5% per annum (the “Applicable Margin”). A Term SOFR Loan bears interest at a rate of SOFR Rate plus 0.10% plus the Applicable Margin. A Eurocurrency Rate Loan bears interest at an Adjusted Eurocurrency Rate plus the Applicable Margin. A Daily Simple RFR Loan bears interest at an Adjusted Daily Simple RFR Rate plus the Applicable Margin.
The borrowers may prepay the Term Loan, and borrow, prepay and reborrow loans under the Revolving Credit Facility, without premium or penalty, subject to customary breakage costs for certain types of loans. The principal amount of the outstanding loans under the Wells Fargo Credit Facility, together with accrued and unpaid interest, is due on the maturity date. The borrower is also obligated to pay other customary fees for a credit facility of this size and type.
The obligations under the Wells Fargo Credit Agreement are secured by substantially all of the assets of the Company and the wholly subsidiaries that are borrowers under the Wells Fargo Credit Agreement.
The Wells Fargo Credit Agreement requires the Company to comply with a maximum leverage ratio not greater than 3.00 to 1.00, a minimum revenue requirement and a minimum liquidity requirement. Additionally, the Wells Fargo Credit Agreement contains customary negative covenants, including covenants limiting the ability of the Company and its subsidiaries to, among other things, create or incur liens, incur indebtedness, pay dividends or distributions on their capital stock, effect certain mergers, make investments, sell or otherwise dispose of assets and enter into transactions with affiliates, in each case subject to customary exceptions for a credit facility of this size and type. The Company was in compliance with the debt covenants as of June 30, 2024 set forth in the Wells Fargo Credit Agreement.
| | | | | | | | | |
| |
| As At June 30, |
| 2024 | | |
As at January 1 | — | | | |
Proceeds from borrowings | 18,000 | | | |
Issuance costs related to borrowings | (847) | | | |
Interest accrued (Note 20) | 319 | | | |
Amortization of issuance costs | 71 | | | |
Interest paid | (174) | | | |
Repayment of principal | — | | | |
Translation differences | (192) | | | |
As at June 30 | 17,177 | | | |
15. AMOUNTS COMMITTED ON ASSETS’ ACQUISITION
As of June 30, 2024, amounts committed to acquisitions consist of contractual obligations resulting from acquisitions of intangible assets from third parties (see Note 7).
As of June 30, 2024, the fixed consideration payable related to the acquisition of the Freebets.com Assets amounted to $17.1 million, inclusive of the $10.0 million payment due October 1 2024, and net of $20 million cash settled at closing. The aggregate consideration was and is expected to be financed by the Company’s available cash, utilization of borrowings under available credit facilities and operating cash flows.
The contingent consideration related to the Freebets.com Assets is capped at a maximum of $5.0 million, subject to revenue performance of the Freebets.com Assets during the remainder of 2024. If the Freebets.com Assets generate less than 75% of a target revenue amount from April 1, 2024 to December 31, 2024, then no
additional amount is required to be paid to the sellers. If the Freebets.com Assets generate between 75% and 100% of such target revenue amount, then the sellers will be entitled to receive additional consideration on the one-year anniversary date, or April 1, 2025, between $0 and $5.0 million on a linear scale based on such additional revenue generated. Management’s best estimate of the contingent consideration for these assets as of June 30, 2024 amounted to $1.3 million, which was computed based on revenue expectation and utilized the following assumptions as part of the option approach methodology: (i) risk-neutral probability of achieving threshold of 70%, (ii) risk-neutral probability of achieving target revenue of 4%, (iii) revenue volatility of 27.60%, (iv) revenue market price of risk adjustment of 9.10%, and (iii) discount rate of 11.04%.
As of December 31, 2023, deferred consideration of $18,811 related to the Group’s 2022 business combinations. There was no contingent consideration payable as of December 31, 2023. Refer to Note 5 of the consolidated financial statements for the year ended December 31, 2023 filed on March 21, 2024 for a description of the contingent and deferred consideration associated with the Group’s business acquisitions of RotoWire and BonusFinder.
Sensitivity analysis on contingent consideration
Reasonably possible changes at the reporting date to one of the significant unobservable inputs, holding other inputs constant, would have the following effects on the fair value of continent consideration:
| | | | | | | | | | | | | |
| Intangible assets | | |
| Increase | | Decrease | | |
Contingent consideration | | | | | |
June 30, 2024 | | | | | |
Expected cash flows (10% movement) | 700 | | | (600) | | | |
| | | | | |
| | | | | |
| | | | | |
Changes in other unobservable inputs do not result in a significantly higher or lower fair value of contingent consideration.
16. TRADE AND OTHER PAYABLES
| | | | | | | | | | | |
| |
| As of June 30, 2024 | | As of December 31, 2023 |
| | | |
| | | |
| | | |
Current | | | |
Trade payables(i) | 890 | | | 1,862 | |
Accruals (ii) | 4,332 | | | 7,656 | |
Indirect taxes | 1,436 | | | 1,180 | |
Other payables | 300 | | | 95 | |
| 6,958 | | | 10,793 | |
(i) Trade payables balance is unsecured, interest-free and settled within 60 days from incurrence.
(ii) Included in accruals is $1,500 (2023: $4,709) related to financial liabilities which is comprised of accrued media partnership costs and other unbilled operational expenses.
17. DEFERRED TAX
Deferred tax assets and liabilities are presented on a gross basis in the consolidated statement of financial position for amounts attributable to different tax jurisdictions which cannot be offset. As at June 30, 2024 and December 31, 2023, deferred tax is presented on a gross basis in the consolidated statement of financial position unless there is a legally enforceable right to offset current tax assets against current tax liabilities.
The following amounts determined after appropriate offsetting are shown in the consolidated statement of financial position:
| | | | | | | | | | | |
| |
| As of June 30, 2024 | | As of December 31, 2023 |
Deferred tax asset | 6,694 | | | 7,134 | |
Deferred tax liability | (2,208) | | | (2,008) | |
Deferred tax asset, net | 4,486 | | | 5,126 | |
The change in the deferred tax account was as follows:
| | | | | | | |
| |
| |
| As of June 30, 2024 | | |
Deferred tax, net at the beginning of the period | 5,126 | | | |
| | | |
Credited to the consolidated statement of comprehensive income (Note 22) | (450) | | | |
Translation differences | (190) | | | |
Deferred tax, net at the end of the period | 4,486 | | | |
Deferred taxes are calculated on temporary differences under the liability method using the principal tax rate within the relevant jurisdiction. The balance was comprised of the following:
| | | | | | | | | | | |
| |
| As of June 30, 2024 | | As of December 31, 2023 |
Intangible assets - deferred tax assets | 5,273 | | | 5,797 | |
Intangible assets - deferred tax liability | (3,151) | | | (3,193) | |
Trading losses and other allowances | 2,364 | | | 2,522 | |
Net deferred tax assets | 4,486 | | | 5,126 | |
At June 30, 2024, the Group had unutilized trading losses and other allowances of $57,902 of which $31,556 were not recognized based on management’s performance projections for 2024 - 2028 and the related ability to utilize the tax losses resulting in a recognition of a deferred tax asset of $2,364.
At June 30, 2024, the Group had unutilized capital allowances of $47,647 related to intangible assets, of which $5,460 were not recognized based on management’s performance projections for 2024 – 2030 and related ability to utilize capital allowance resulting in a recognition of a deferred tax asset of $5,273.
At June 30, 2024 and December 31, 2023, deferred tax liability amounted to $3,151 and $3,193, respectively, and related to intangible assets acquired as a part of RotoWire acquisition.
At December 31, 2023, the Group had unutilized trading losses and other allowances of $57,784, of which $29,199 were not recognized based on management’s performance projections for 2024 – 2028 and the related ability to utilize the tax losses resulting in deferred tax asset recognition of $2,522.
At December 31, 2023, the Group had unutilized capital allowances of $58,665 related to intangible assets, of which a balance of $12,289 was not recognized based on management’s performance projections for 2024 – 2030 and related ability to utilize capital allowance resulting in a recognition of a deferred tax asset of $5,797.
18. REVENUE
Revenue is disaggregated based on how the nature, amount, timing and uncertainty of the revenue and cash flows are affected by economic factors.
For the three and six months ended June 30, 2024, our top ten customers accounted for 31% and 36% of our revenue, respectively, and no single customer generated at least 10% of the Group’s total revenue for the periods. For the three and six months ended June 30, 2023, our top ten customers accounted for 50% and 49% of our revenue, respectively, and our largest customer accounted for 18% and 14% of our revenue, respectively.
The Group presents revenue as disaggregated by market based on the location of end user as follows:
| | | | | | | | | | | | | | | | | | | | | | | | | |
| Three Months Ended June 30, | | Six Months Ended June 30, |
| 2024 | | 2023 | | 2024 | | 2023 | | |
North America | 12,257 | | | 13,361 | | | 27,073 | | | 27,504 | | | |
U.K. and Ireland | 9,911 | | | 8,364 | | | 18,831 | | | 16,891 | | | |
Other Europe | 5,931 | | | 2,812 | | | 9,792 | | | 5,582 | | | |
Rest of the world | 2,442 | | | 1,435 | | | 4,060 | | | 2,687 | | | |
Total revenues | 30,541 | | | 25,972 | | | 59,756 | | |