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6-K 1 gambling-6kxq12023pressrel.htm 6-K Document

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 2023
(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 ☒



EXPLANATORY NOTE

On May 18, 2023, Gambling.com Group Limited (NASDAQ: GAMB) (the “Company”) issued a press release announcing its financial results for the period ended March 31, 2023. A copy of the press release is furnished hereto as Exhibit 99.1 and is incorporated by reference herein.

In conjunction with the conference call being held on May 18, 2023 to discuss such financial results, the Company is furnishing a copy of the slide presentation that provides supplemental information regarding the Company’s business and its financial results, which will be referenced on such conference call. A copy of the presentation is furnished hereto as Exhibit 99.2 and is incorporated by reference herein.

The information in this Form 6-K (including in Exhibits 99.1 and 99.2) shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act.

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EXHIBIT INDEX

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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereto duly authorized.

Gambling.com Group Limited
(Registrant)
By:
/s/ Elias Mark
 
Name: Elias Mark
Title: Chief Financial Officer

Date: May 18, 2023

3
EX-99.1 2 gamb-20230331xpressrelease.htm EX-99.1 Document
Exhibit 99.1

PRESS RELEASE
gdcglogo003.jpg
May 18, 2023 at 7:00 a.m. ET
Gambling.com Group Reports Record First Quarter Results Including 36% Revenue Increase to $26.7 Million

Net Income Rises 47% to $6.6 Million and Adjusted EBITDA Increases 49% to $10.7 Million

Raises 2023 Guidance to Revenue of $95-$99 Million and Adjusted EBITDA of $33-$37 Million


Charlotte, N.C. May 18, 2023 – Gambling.com Group Limited (Nasdaq: GAMB) (“Gambling.com Group” or the “Company”), a leading provider of digital marketing services for the global online gambling industry, today reported record first quarter financial results for the three-month period ended March 31, 2023. The Company also increased its guidance for full-year revenue and Adjusted EBITDA.
First Quarter 2023 vs. First Quarter 2022 Financial Highlights
(USD in thousands, except per share data, unaudited)

Three Months Ended March 31, Change
2023 2022 %
Revenue 26,692  19,585  36  %
Net income for the period attributable to shareholders (1)
6,595  4,487  47  %
Net income per share attributable to shareholders, diluted (1)
0.17  0.12  42  %
Adjusted net income for the period attributable to shareholders (1)
7,551  4,487  68  %
Adjusted net income per share attributable to shareholders, diluted (1)
0.20  0.12  67  %
Adjusted EBITDA (1)
10,673  7,186  49  %
Adjusted EBITDA Margin (1)
40  % 37  %
Cash flows generated by operating activities 7,082  3,585  98  %
Free Cash Flow (1)
6,205  1,373  352  %

(1) For the three months March 31, 2023, Adjusted net income and Adjusted net income per share exclude, and Net Income and Net Income per share include, adjustments related to our 2022 acquisitions of RotoWire and BonusFinder of $1.0 million, or $0.03 per share. See “Supplemental Information - Non-IFRS Financial Measures” and the tables at the end of this release for an explanation of the adjustments and reconciliations to the comparable IFRS numbers.
Charles Gillespie, Chief Executive Officer and Co-Founder of Gambling.com Group commented, “Our record first quarter 2023 results exceeded internal forecasts and reflect industry-leading organic revenue growth as well as strong profitability and cash generation. Our performance in the first quarter demonstrates both Gambling.com Group’s successful execution on our North American growth initiatives and our success in generating ongoing attractive growth in more established markets. New depositing customers ("NDCs") increased 31% from the prior-year period, helping drive 36% year-over-year revenue growth, a 49% increase in Adjusted EBITDA to $10.7 million and an Adjusted EBITDA Margin of 40%.

“We continue to deliver strong growth in both our newer and more established markets, with particular strength in iCasino performance marketing revenue in many of our global markets. North American revenue increased 33% year-over-year to $14.1 million, despite the year-ago period including the blockbuster launch of sports betting in New York.
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First quarter growth in U.K. and Ireland, markets where we have a longer operating history, was also impressive as we generated all-time quarterly record revenue for the fifth consecutive quarter in those markets, with revenue rising 36% to $8.5 million. In addition, revenue from other Europe and the rest of the world increased 51%.

“We have established a record of consistently delivering market-leading organic revenue growth compared to our publicly-traded peers, as well as strong Adjusted EBITDA and Free Cash Flow. The advantages of our proprietary technology are a key factor driving our consistent growth in established markets and our success in addressing the high-growth North American market opportunity. Following the strong start to the year, we are raising our outlook for 2023 full-year revenue and Adjusted EBITDA as we remain on track to deliver another year of strong profitable organic growth and record financial results.”
First Quarter 2023 and Recent Business Highlights

•North American revenue grew 33% to $14.1 million
•Delivered more than 88,000 new depositing customers
•Successfully launched operations in Ohio and Massachusetts
•Entered into a strategic media partnership with Gannett Co., Inc., publisher of USA TODAY
•In April 2023, paid contingent consideration of $20.0 million of which 50% was paid in ordinary shares
•Subsequent to the end of the quarter, the Company repurchased 69,128 ordinary shares at an average price of $9.76 per share

Elias Mark, Chief Financial Officer of Gambling.com Group, added, “Our focus on efficiency combined with operating leverage derived from revenue growth enabled us to expand Adjusted EBITDA Margin and grow Free Cash Flow 352% year-over-year. We are able to continue to invest in our near- and long-term organic growth opportunities, including the development of Casinos.com and our new media partnership with Gannett while simultaneously delivering impressive top-line growth, Adjusted EBITDA and Free Cash Flow growth. Our strong cash generation and balance sheet also provides us with the flexibility to opportunistically evaluate value enhancing strategic transactions.”
2023 Outlook

The Company today raised its full-year 2023 guidance for revenue of $95 million to $99 million, and for Adjusted EBITDA of $33 million to $37 million. The mid-points of the new revenue and Adjusted EBITDA ranges reflect year-over-year growth of 27% and 45%, respectively. The Company’s guidance assumes:

•No anticipation of going live in any additional North American markets for the balance of 2023
•No benefit from any new acquisitions
•New investments throughout 2023 for the development of Casinos.com and support to our media partners, including Gannett and McClatchy
•An average EUR/USD exchange rate of 1.085 throughout 2023.
Conference Call Details
Date/Time:
Thursday, May 18, 2023, at 8:00 a.m. ET
Webcast: https://www.webcast-eqs.com/gamb20230518/en
U.S. Toll-Free Dial In: 877-407-0890
International Dial In: +1-201-389-0918
To access, please dial in approximately 10 minutes before the start of the call. An archived webcast of the conference call will also be available in the News & Events section of the Company’s website at gambling.com/corporate/investors/news-events. Information contained on the Company’s website is not incorporated into this press release.
###
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For further information, please contact:

Investors: Peter McGough, Gambling.com Group, investors@gdcgroup.com
Richard Land, Norberto Aja, JCIR, GAMB@jcir.com, 212-835-8500
Media: Jennifer Arapoff, Gambling.com Group, media@gdcgroup.com
Jordan Bieber, 5W Public Relations, gdc@5wpr.com
About Gambling.com Group Limited

Gambling.com Group Limited (Nasdaq: GAMB) (the "Group") is a multi-award-winning performance marketing company and a leading provider of digital marketing services active in the online gambling industry. Founded in 2006, the Group has offices globally, primarily operating in the United States and Ireland. Through its proprietary technology platform, the Group publishes a portfolio of premier branded websites including Gambling.com, Bookies.com and RotoWire.com. Gambling.com Group owns and operates more than 50 websites in seven languages across 15 national markets covering all aspects of the online gambling industry, including iGaming and sports betting, and the fantasy sports industry.
Use of Non-IFRS Measures
This press release contains certain non-IFRS financial measures, such as Adjusted Net Income, EBITDA, Adjusted EBITDA, Adjusted EBITDA Margin, Free Cash Flow, and related ratios. See “Supplemental Information - Non-IFRS Financial Measures” and the tables at the end of this release for an explanation of the adjustments and reconciliations to the comparable IFRS numbers.
Cautionary Note Concerning Forward-Looking Statements

This press release contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, Section 21E of the Securities Exchange Act of 1934, as amended, and the safe harbor provisions of the U.S. Private Securities Litigation Reform Act of 1995, that relate to our current expectations and views of future events. All statements other than statements of historical facts contained in this press release, including statements relating to our expectation to deliver top-line and cash flow growth as well as strong profitability in 2023 and our 2023 outlook, are all forward-looking statements. These statements represent our opinions, expectations, beliefs, intentions, estimates or strategies regarding the future, which may not be realized. In some cases, you can identify forward-looking statements by terms such as “believe,” “may,” “estimate,” “continue,” “anticipate,” “intend,” “should,” “plan,” “expect,” “predict,” “potential,” “could,” “will,” “would,” “ongoing,” “future” or the negative of these terms or other similar expressions that are intended to identify forward-looking statements, although not all forward-looking statements contain these identifying words. Forward-looking statements are based largely on our current expectations and projections about future events and financial trends that we believe may affect our financial condition, results of operations, business strategy, short-term and long-term business operations and objectives and financial needs. These forward-looking statements involve known and unknown risks, uncertainties, contingencies, changes in circumstances that are difficult to predict and other important factors that may cause our actual results, performance, or achievements to be materially and/or significantly different from any future results, performance or achievements expressed or implied by the forward-looking statement. Important factors that could cause actual results to differ materially from our expectations are discussed under “Item 3. Key Information - Risk Factors” in Gambling.com Group’s annual report filed on Form 20-F for the year ended December 31, 2022 with the U.S. Securities and Exchange Commission (the “SEC”) on March 23, 2023, and Gambling.com Group’s other filings with the SEC as such factors may be updated from time to time. Any forward-looking statements contained in this press release speak only as of the date hereof and accordingly undue reliance should not be placed on such statements. Gambling.com Group disclaims any obligation or undertaking to update or revise any forward-looking statements contained in this press release, whether as a result of new information, future events or otherwise, other than to the extent required by applicable law.
3


Consolidated Statements of Comprehensive Income (Unaudited)
(USD in thousands, except per share amounts)

The following table details the consolidated statements of comprehensive income for the three months ended March 31, 2023 and 2022 in the Company's reporting currency and constant currency.

Reporting Currency Constant Currency
Three months ended March 31, Change Three months ended March 31, Change
2023 2022 % 2022 %
Revenue 26,692  19,585  36  % 19,013  40  %
Cost of sales (991) (1,229) (19) % (1,193) (17) %
Gross profit 25,701  18,356  40  % 17,820  44  %
Sales and marketing expenses (8,038) (7,362) % (7,147) 12  %
Technology expenses (2,223) (1,363) 63  % (1,323) 68  %
General and administrative expenses (5,781) (4,828) 20  % (4,687) 23  %
Movements in credit losses allowance (649) (526) 23  % (511) 27  %
Fair value movement on contingent consideration (852) —  100  % —  100  %
Operating profit 8,158  4,277  91  % 4,152  96  %
Finance income 100  828  (88) % 804  (88) %
Finance expenses (563) (249) 126  % (242) 133  %
Income before tax 7,695  4,856  58  % 4,714  63  %
Income tax charge (1,100) (369) 198  % (358) 207  %
Net income for the period attributable to shareholders 6,595  4,487  47  % 4,356  51  %
Other comprehensive income (loss)
Exchange differences on translating foreign currencies 1,368  (1,368) (200) % (1,328) (203) %
Total comprehensive income for the period attributable to shareholders 7,963  3,119  155  % 3,028  163  %
4


Consolidated Statements of Financial Position (Unaudited)
(USD in thousands)
MARCH 31,
2023
DECEMBER 31,
2022
ASSETS
Non-current assets
Property and equipment 818  714 
Right-of-use assets 1,728  1,818 
Intangible assets 89,834  88,521 
Deferred compensation cost 30  29 
Deferred tax asset 5,793  5,832 
Total non-current assets 98,203  96,914 
Current assets
Trade and other receivables 15,632  12,222 
Inventories 75  75 
Cash and cash equivalents 33,564  29,664 
Total current assets 49,271  41,961 
Total assets 147,474  138,875 
EQUITY AND LIABILITIES
Equity
Share capital —  — 
Capital reserve 63,723  63,723 
Treasury shares (348) (348)
Share options and warrants reserve 5,214  4,411 
Foreign exchange translation reserve (5,707) (7,075)
Retained earnings 32,993  26,398 
Total equity 95,875  87,109 
Non-current liabilities
Other payables 294  290 
Deferred consideration —  4,774 
Contingent consideration 11,836  11,297 
Lease liability 1,439  1,518 
Deferred tax liability 2,200  2,179 
Total non-current liabilities 15,769  20,058 
Current liabilities
Trade and other payables 5,943  6,342 
Deferred income 2,032  1,692 
Deferred consideration 5,100  2,800 
Contingent consideration 20,162  19,378 
Other liability 257  226 
Lease liability 553  554 
Income tax payable 1,783  716 
Total current liabilities 35,830  31,708 
Total liabilities 51,599  51,766 
Total equity and liabilities 147,474  138,875 
5


Consolidated Statements of Cash Flows (Unaudited)
(USD in thousands)
Three Months Ended March 31,
2023 2022
Cash flow from operating activities
Income before tax 7,695  4,856 
Finance expenses (income), net 463  (579)
Adjustments for non-cash items:
Depreciation and amortization 545  1,826 
Movements in credit loss allowance 649  525 
Fair value movement on contingent consideration 852  — 
Share-based payment expense 846  724 
Income tax reimbursed 110  — 
Cash flows from operating activities before changes in working capital 11,160  7,352 
Changes in working capital
Trade and other receivables (3,863) (5,085)
Trade and other payables (215) 1,318 
Cash flows generated by operating activities 7,082  3,585 
Cash flows from investing activities
Acquisition of property and equipment (153) (143)
Acquisition of intangible assets (724) (2,069)
Acquisition of subsidiaries, net of cash acquired —  (19,295)
Payment of deferred consideration (2,390) — 
Cash flows used in investing activities (3,267) (21,507)
Cash flows from financing activities
Interest paid (110) (120)
Principal paid on lease liability (105) (86)
Interest paid on lease liability (47) (50)
Cash flows used in financing activities (262) (256)
Net movement in cash and cash equivalents 3,553  (18,178)
Cash and cash equivalents at the beginning of the period 29,664  51,047 
Net foreign exchange differences on cash and cash equivalents 347  199 
Cash and cash equivalents at the end of the period 33,564  33,068 
6



Earnings Per Share
Below is a reconciliation of basic and diluted earnings per share as presented in the Consolidated Statement of Comprehensive Income for the period specified:

Three Months Ended March 31, Reporting Currency Change Constant Currency Change
2023 2022 % %
(USD in thousands, unaudited)
Net income for the period attributable to shareholders 6,595  4,487  47  % 51  %
Weighted-average number of ordinary shares, basic 36,431,633 34,877,496 % %
Net income per share attributable to shareholders, basic 0.18  0.13  38  % 50  %
Net income for the period attributable to shareholders 6,595  4,487  47  % 51  %
Weighted-average number of ordinary shares, diluted 38,121,794 37,214,074 % %
Net income per share attributable to shareholders, diluted 0.17  0.12  42  % 42  %
Supplemental Information
Rounding
We have made rounding adjustments to some of the figures included in the discussion and analysis of our financial condition and results of operations together with our consolidated financial statements and the related notes thereto. Accordingly, numerical figures shown as totals in some tables may not be an arithmetic aggregation of the figures that preceded them.
Non-IFRS Financial Measures
Management uses several financial measures, both IFRS and non-IFRS financial measures in analyzing and assessing the overall performance of the business and for making operational decisions.
EBITDA, Adjusted EBITDA and Adjusted EBITDA Margin
EBITDA is a non-IFRS financial measure defined as earnings excluding interest, income tax (charge) credit, depreciation, and amortization. Adjusted EBITDA is a non-IFRS financial measure 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 that our board of directors believes do not reflect the underlying performance of the business including acquisition related expenses, such as acquisition related costs and bonuses. Adjusted EBITDA Margin is a non-IFRS measure defined as Adjusted EBITDA as a percentage of revenue.
We believe Adjusted EBITDA and Adjusted EBITDA Margin are useful to our management team as a measure of comparative operating performance from period to period as those measures remove the effect of items not directly resulting from our core operations including effects that are generated by differences in capital structure, depreciation, tax effects and non-recurring events.
While we use Adjusted EBITDA and Adjusted EBITDA Margin as tools to enhance our understanding of certain aspects of our financial performance, we do not believe that Adjusted EBITDA and Adjusted EBITDA Margin are substitutes for, or superior to, the information provided by IFRS results. As such, the presentation of Adjusted EBITDA and Adjusted EBITDA Margin is not intended to be considered in isolation or as a substitute for any measure prepared in accordance with IFRS. The primary limitations associated with the use of Adjusted EBITDA and Adjusted EBITDA Margin as compared to IFRS results are that Adjusted EBITDA and Adjusted EBITDA Margin as we define them may not be comparable to similarly titled measures used by other companies in our industry and that Adjusted EBITDA and Adjusted EBITDA Margin may exclude financial information that some investors may consider important in evaluating our performance.
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Below is a reconciliation to EBITDA, Adjusted EBITDA from net income for the period attributable to shareholders as presented in the Consolidated Statements of Comprehensive Income and for the period specified:
Three Months Ended March 31, Reporting Currency Change Constant Currency Change
2023 2022
%
%
(USD in thousands, unaudited)
Net income for the period attributable to shareholders 6,595  4,487  47  % 51  %
Add back (deduct):
Interest expenses on borrowings and lease liability 43  170  (75) % (74) %
Income tax charge 1,100  369  198  % 207  %
Depreciation expense 57  43  33  % 36  %
Amortization expense 488  1,783  (73) % (72) %
EBITDA 8,283  6,852  21  % 25  %
Share-based payment expense 846  724  17  % 20  %
Fair value movement on contingent consideration 852  —  100  % 100  %
Unwinding of deferred consideration 54  —  100  % 100  %
Foreign currency translation losses (gains), net 327  (776) (142) % (143) %
Other finance results 39  27  44  % 50  %
Acquisition related costs (1)
222  359  (38) % (36) %
Employees' bonuses related to acquisition 50  —  100  % 100  %
Adjusted EBITDA 10,673  7,186  49  % 53  %

(1) The acquisition costs are related to historical and potential business combinations of the Group.
Below is the Adjusted EBITDA Margin calculation for the period specified stated in the Company's reporting currency and constant currency:
Three Months Ended March 31, Reporting Currency Change Constant Currency Change
2023 2022
%
%
(USD in thousands, unaudited)
Revenue 26,692 19,585 36  % 40  %
Adjusted EBITDA 10,673 7,186 49  % 53  %
Adjusted EBITDA Margin 40  % 37  %
In regard to forward looking non-IFRS guidance, we are not able to reconcile the forward-looking non-IFRS Adjusted EBITDA measure to the closest corresponding IFRS measure without unreasonable efforts because we are unable to predict the ultimate outcome of certain significant items including, but not limited to, fair value movements, share-based payments for future awards, acquisition-related expenses and certain financing and tax items.
8


Adjusted Net Income and Adjusted Net Income Per Share

Adjusted net income is a non-IFRS financial measure defined as net income attributable to equity holders excluding the fair value gain or loss related to contingent consideration, unwinding of deferred consideration, and certain employee bonuses related to acquisitions. Adjusted net income per diluted share is a non-IFRS financial measure defined as adjusted net income attributable to equity holders divided by the diluted weighted average number of common shares outstanding.

We believe adjusted net income and adjusted net income per diluted share are useful to our management as a measure of comparative performance from period to period as these measures remove the effect of the fair value gain or loss related to the contingent consideration, unwinding of deferred consideration, and certain employee bonuses, all associated with our acquisitions, during the limited period where these items are incurred. We expect to incur gains or losses related to the contingent consideration and expenses related to the unwinding of deferred consideration and employee bonuses until December 2023. See Note 5 of the consolidated financial statements for the three months ended March 31, 2023 for a description of the contingent and deferred considerations associated with our acquisitions.
Below is a reconciliation to Adjusted net income attributable to equity holders and Adjusted net income per share, diluted from net income for the period attributable to the equity holders and net income per share attributed to ordinary shareholders, diluted as presented in the Consolidated Statements of Comprehensive Income (Loss) and for the period specified stated in the Company's reporting currency and constant currency:
Three Months Ended March 31, Reporting Currency Change Constant Currency Change
2023 2022 % %
(USD in thousands, except for share and per share data, unaudited)
Net income for the period attributable to shareholders 6,595  4,487  47  % 51  %
Fair value movement on contingent consideration(1)
852  —  100  % 100  %
Unwinding of deferred consideration (1)
54  —  100  % 100  %
Employees' bonuses related to acquisition(1)
50  —  100  % 100  %
Adjusted net income for the period attributable to shareholders 7,551  4,487  68  % 73  %
Weighted-average number of ordinary shares, basic 36,431,633 34,877,496 % %
Net income per share attributable to shareholders, basic 0.18  0.13  38  % 50  %
Effect of adjustments for fair value movements on contingent consideration, basic 0.03 0.00 100  % 100  %
Effect of adjustments for unwinding on deferred consideration, basic 0.00 0.00 100  % 100  %
Effect of adjustments for bonuses related to acquisition, basic 0.00 0.00 100  % 100  %
Adjusted net income per share attributable to shareholders, basic 0.21 0.13 62  % 75  %
Weighted-average number of ordinary shares, diluted 38,121,794 37,214,074 % %
Net income per share attributable to ordinary shareholders, diluted 0.17  0.12  42  % 42  %
Adjusted net income per share attributable to shareholders, diluted 0.20 0.12 67  % 67  %
(1) There is no tax impact from fair value movement on contingent consideration, unwinding of deferred consideration or employee bonuses related to acquisition.
Free Cash Flow
Free Cash Flow is a non-IFRS liquidity financial measure defined as cash flow from operating activities less capital expenditures, or CAPEX.
9


We believe Free Cash Flow is useful to our management team as a measure of financial performance as it measures our ability to generate additional cash from our operations. While we use Free Cash Flow as a tool to enhance our understanding of certain aspects of our financial performance, we do not believe that Free Cash Flow is a substitute for, or superior to, the information provided by IFRS metrics. As such, the presentation of Free Cash Flow is not intended to be considered in isolation or as a substitute for any measure prepared in accordance with IFRS.
The primary limitation associated with the use of Free Cash Flow as compared to IFRS metrics is that Free Cash Flow does not represent residual cash flows available for discretionary expenditures because the measure does not deduct the payments required for debt service and other obligations or payments made for business acquisitions. Free Cash Flow as we define it also may not be comparable to similarly titled measures used by other companies in the online gambling affiliate industry.
Below is a reconciliation to Free Cash Flow from cash flows generated by operating activities as presented in the Consolidated Statement of Cash Flows for the period specified in the Company's reporting currency:
Three Months Ended March 31, Change
2023 2022 %
(USD in thousands, unaudited)
Cash flows generated by operating activities 7,082  3,585  98  %
Capital Expenditures (1)
(877) (2,212) 60  %
Free Cash Flow 6,205  1,373  352  %
(1) Capital Expenditures are defined as the acquisition of property and equipment and the acquisition of intangible assets, and excludes cash flows related to business combinations.
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EX-99.2 3 presentationex992.htm EX-99.2 presentationex992
First Quarter 2023 Financial Results Call May 18, 2023 CONFIDENTIAL & PRIVATE


 
2 Safe Harbor Statement This presentation and any accompany ing oral presentation includes f orward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, Section 21E of the Securities Exchange Act of 1934, as amended, and the saf e harbor prov isions of the U.S. Private Securities Litigation Reform Act of 1995, that relate to our current expectations and views of future events. All statements other than statements of historical facts contained in this presentation, including our 2023 outlook, are forward-looking statements. These statements represent our opinions, expectations, beliefs, intentions, estimates or strategies regarding the future, which may not be realized. In some cases, you can identify forward-looking statements by terms such as “believe,” “may,” “estimate,” “continue,” “anticipate,” “intend,” “should,” “plan,” “expect,” “predict,” “potential,” “could,” “will,” “would,” “ongoing,” “future” or the negative of these terms or other similar expressions that are intended to identify forward-looking statements, although not all forward-looking statements contain these identifying words. Forward-looking statements are based largely on our current expectations and projections about future events and financial trends that we believe may affect our financial condition, results of operations, business strategy, short-term and long-term business operations and objectives and financial needs. These forward-looking statements involve known and unknown risks, uncertainties, contingencies, changes in circumstances that are difficult to predict and other important factors that may cause our actual results, performance or achievements to be materially and/or significantly different from any future results, performance or achievements expressed or implied by the forward-looking statement. Such risks uncertainties, contingencies, and changes in circumstances are discussed under “Item 3. Key Information - Risk Factors” in our annual report filed on Form 20 -F for the year ended December 31, 2022 with the US Securities and Exchange Commission (the “SEC”) on March 23, 2023, and our other filings with the SEC as such factors may be updated from time to time. Moreover, we operate in a very competitive and rapidly changing environment. New risks emerge from time to time. It is not possible for our management to predict all risks, nor can we assess the impact of all factors on our business or the extent to which any factor, or combination of factors, may cause actual results to differ materially from those contained in any forward -looking statements we may make. In light of these risks, uncertainties and assumptions, the forward-looking events and circumstances discussed in this presentation may not occur and actual results could differ materially and adversely from those anticipated or implied in the forward-looking statements. We caution you therefore against relying on these forward-looking statements, and we qualify all of our f orward-looking statements by these cautionary statements. The f orward-looking statements included in this presentation are made only as of the date hereof . Although we believ e that the expectations ref lected in the f orward-looking statements are reasonable, we cannot guarantee that the f uture results, lev els of activity, perf ormance or events and circumstances reflected in the forward-looking statements will be achieved or occur. Moreover, neither we nor our advisors nor any other person assumes responsibility for the accuracy and completeness of the forward -looking statements. Neither we nor our advisors undertake any obligation to revise, supplement or update any forward-looking statements for any reason after the date of this presentation to conform these statements to actual results or to changes in our expectations, even if new information becomes available in th e future, except as may be required by law. You should read this presentation with the understanding that our actual future results, levels of activity, performance and events and circumstances may be materially different from what we expect. Unless otherwise indicated, inf ormation contained in this presentation concerning our industry , competitiv e position and the markets in which we operate is based on inf ormation f rom independent industry and research organizations, other third-party sources and management estimates. Management estimates are derived from publicly available information released by independent industry analysts and other third-party sources, as well as data from our internal research, and are based on assumptions made by us upon reviewing such data, and our experience in, and knowledge of, such industry and markets, which we believe to be reasonable. In addition, projections, ass umptions and estimates of the future performance of the industry in which we operate and our f uture perf ormance are necessarily subject to uncertainty and risk due to a variety of factors, including those described above. These and other factors could cause results to differ materially from those expressed in the estimates made by independent parties and by us. Industry publications, research, surveys and studies generally state that the information they contain has been obtained from sources believed to be reliable, but that the accuracy and completeness of such information is not guaranteed. Forecasts and other forward-looking information obtained from these sources are subject to the same qualifications and uncertainties as the other forward-looking statements in this presentation. The trademarks included herein are the property of the owners thereof and are used f or ref erence purposes only . Non-IFRS Financial Measures - Management uses sev eral f inancial measures, both IFRS and non-IFRS f inancial measures, in analy zing and assessing the ov erall perf ormance of the business and f or making operational decisions. Adjusted Operating Expense is a non-IFRS measure def ined as operating expense excluding the f air v alue gain or loss related to contingent consideration. Adjusted Operating Prof it is a non-IFRS f inancial measure def ined as operating prof it excluding the f air v alue gain or loss related to the contingent consideration. Adjusted Net Income is a non-IFRS f inancial measure def ined as net income attributable to equity holders excluding the f air v alue gain or loss related to contingent consideration and unwinding of def erred consideration. Adjusted net income per diluted share is a non- IFRS financial measure defined as adjusted net income attributable to equity holders divided by the diluted weighted average number of common shares outstanding. EBITDA is a non-IFRS f inancial measure def ined as earnings excluding interest, income tax charge, depreciation, and amortization. Adjusted EBITDA is a non-IFRS f inancial measure def ined as EBITDA adjusted to exclude the ef f ect of non-recurring items, signif icant non- cash items, share-based payment expense and other items that our board of directors believes do not reflect the underlying performance of the business. Adjusted EBITDA Margin is a non-IFRS measure defined as Adjusted EBITDA as a percentage of revenue. We believe EBITDA, Adjusted EBITDA and Adjusted EBITDA Margin are useful to our management team as a measure of comparative operating performance from period to period as those measures remove the effect of items not directly resulting from our core operations including effects that are generated by differences in capital structure, depreciation, tax effects and non-recurring events. While we use EBITDA, Adjusted EBITDA and Adjusted EBITDA Margin as tools to enhance our understanding of certain aspects of our financial performance, we do not believe that EBITDA, Adjusted EBITDA and Adjusted EBITDA Margin are substitutes for, or superior to, the information provided by IFRS results. As such, the presentation of EBITDA, Adjusted EBITDA and Adjus ted EBITDA Margin is not intended to be considered in isolation or as a substitute for any measure prepared in accordance with IFRS. The primary limitations associated with the use of EBITDA, Adjusted EBITDA and Adjusted EBITDA Margin as compared to IFRS results are that EBITDA, Adjusted EBITDA and Ad justed EBITDA Margin as we define them may not be comparable to similarly titled measures used by other companies in our industry and that EBITDA, Adjusted EBITDA and Adjusted EBITDA Margin may exclude financial information that some investors may consider important in evaluating our performance. With regards to forward-looking non-IFRS guidance, we are not able to reconcile the forward looking non-IFRS Adjusted EBITDA measure to the closest corresponding IFRS measure without unreasonable efforts because we are unable to predict the ultimate outcome of certain significant items including, but not limited to, fair value movements, share-based payments for future awards, acquisition-related expenses and certain financing and tax items. Free Cash Flow is a non-IFRS f inancial measure def ined as cash f low f rom operating activ ities less capital expenditures, or CAPEX. We believ e Free Cash Flow is usef ul to our management as a measure of f inancial perf ormance as it measures our ability to generate additional cash from our operations. While we use Free Cash Flow as a tool to enhance our understanding of certain aspects of our financ ial performance, we do not believe that Free Cash Flow is a substitute for, or superior to, the information provided by IFRS metrics. As such, the presentation of Free Cash Flow is not intended to be considered in isolation or as a substitute for any measure prepared in accordance with IFRS. The primary limitation associated with the use of Free Cash Flow as compared to IFRS metrics is that Free Cash Flow does no t represent residual cash flows available for discretionary expenditures due to the f act that the measure does not deduct the pay ments required f or debt serv ice and other obligations or pay ments made f or business acquisitions. Free Cash Flow as we def ine it also may not be comparable to similarly titled measures used by other companies in the online gambling affiliate industry. For such non-IFRS inf ormation in this presentation, see the tables at the end of this presentation under “Appendix: Financial Tables” f or reconciliations to the comparable IFRS numbers .


 
3 First Quarter Highlights (1) Represents a non-IFRS financial measure. See ”Safe Harbor Statement - Non-IFRS Financial Measures” and the tables at the end of this presentation under “Appendix: Financial Tables” for reconciliations to the comparable IFRS numbers • Total revenue grew 36% to $26.7 million​​ • Adjusted EBITDA(1)of $10.7 million, margin of 40%​​​ • Free cash flow(1) of $6.2 million • New depositing customers (NDCs) increased 31% to more than 88,000 compared to 67,000 in Q1 2022 $11.5 $19.6 $26.7 2021 2022 2023 Q1 Revenue 35 67 88 2021 2022 2023 Q1 NDCs


 
4 First Quarter Drivers • North American revenue grew 33% to $14.1 million • Successful new market launches in Ohio and Massachusetts • UK and Ireland revenue increased 36% year over year to all-time quarterly record … again • Strength in I-casino in North America and Europe • Contribution from BonusFinder ahead of plan, Rotowire continued to deliver growth to plan


 
5 Q1 2023 Financial Results(1) (1) This table contains non-IFRS financial measures. See ”Safe Harbor Statement - Non-IFRS Financial Measures” and the tables at the end of this presentation under “Appendix: Financial Tables” for reconciliations to the comparable IFRS numbers. 2023 2022 Change Revenue (millions) $26.7 $19.6 36% Cost of Sales (millions) $1.0 $1.2 (19)% Operating Expense (millions) $17.5 $14.1 25% Operating Profit (millions) $8.2 $4.3 91% Net Income (millions) $6.6 $4.5 47% Net Income per Diluted Share $0.17 $0.12 42% Adjusted Net Income (millions) $7.6 $4.5 68% Adjusted Net Income per Diluted Share $0.20 $0.12 67% Adjusted EBITDA (millions) $10.7 $7.2 49% Adjusted EBITDA Margin (% of Revenue) 40% 37% Cash from Operations (millions) $7.1 $3.6 98% Capital Expenditures (millions) $0.9 $2.2 60% Free Cash Flow (millions) $6.2 $1.4 352% New Depositing Customers (thousands) 88 67 31%


 
6 FY 2023 Outlook(1) • For 2023, revenue is expected to be in the range of $95-99 million, which implies growth of 24- 29% • For 2023, Adjusted EBITDA is expected to be in the range of $33-37 million, which implies growth of 37-54% Low Midpoint High FY 2022 Revenue (millions) $95 $97 $99 $76.5 Adjusted EBITDA (millions) $33 $35 $37 $24.1 Adjusted EBITDA Margin 35% 36% 37% 31% (1) This table contains non-IFRS financial measures. See ”Safe Harbor Statement - Non-IFRS Financial Measures” and the tables at the end of this presentation under “Appendix: Financial Tables” for reconciliations to the comparable IFRS numbers.


 
7CONFIDENTIAL & PRIVATE Appendix: Financial Tables


 
Consolidated Statements of Comprehensive Income (Unaudited) (USD in thousands, except per share amounts) The following table details the consolidated statements of comprehensive income for the three months ended March 31, 2023 and 2022 in the Company's reporting currency and constant currency. Reporting Currency Constant Currency Three months ended March 31, Change Three months ended March 31, Change 2023 2022 % 2022 % Revenue 26,692 19,585 36% 19,013 40% Cost of sales -991 -1,229 -19% -1,193 -17% Gross profit 25,701 18,356 40% 17,820 44% Sales and marketing expenses -8,038 -7,362 9% -7,147 12% Technology expenses -2,223 -1,363 63% -1,323 68% General and administrative expenses -5,781 -4,828 20% -4,687 23% Movements in credit losses allowance -649 -526 23% -511 27% Fair value movement on contingent consideration -852 — 100% — 100% Operating profit 8,158 4,277 91% 4,152 96% Finance income 100 828 -88% 804 -88% Finance expenses -563 -249 126% -242 133% Income before tax 7,695 4,856 58% 4,714 63% Income tax charge -1,100 -369 198% -358 207% Net income for the period attributable to shareholders 6,595 4,487 47% 4,356 51% Other comprehensive income (loss) Exchange differences on translating foreign currencies 1,368 -1,368 -200% -1,328 -203% Total comprehensive income for the period attributable to shareholders 7,963 3,119 155% 3,028 163%


 
Consolidated Statements of Financial Position (Unaudited) (USD in thousands) MARCH 31, DECEMBER 31, 2023 2022 ASSETS Non-current assets Property and equipment 818 714 Right-of-use assets 1,728 1,818 Intangible assets 89,834 88,521 Deferred compensation cost 30 29 Deferred tax asset 5,793 5,832 Total non-current assets 98,203 96,914 Current assets Trade and other receivables 15,632 12,222 Inventories 75 75 Cash and cash equivalents 33,564 29,664 Total current assets 49,271 41,961 Total assets 147,474 138,875 EQUITY AND LIABILITIES Equity Share capital — — Capital reserve 63,723 63,723 Treasury shares -348 -348 Share options and warrants reserve 5,214 4,411 Foreign exchange translation reserve -5,707 -7,075 Retained earnings 32,993 26,398 Total equity 95,875 87,109 Non-current liabilities Other payables 294 290 Deferred consideration — 4,774 Contingent consideration 11,836 11,297 Lease liability 1,439 1,518 Deferred tax liability 2,200 2,179 Total non-current liabilities 15,769 20,058 Current liabilities Trade and other payables 5,943 6,342 Deferred income 2,032 1,692 Deferred consideration 5,100 2,800 Contingent consideration 20,162 19,378 Other liability 257 226 Lease liability 553 554 Income tax payable 1,783 716 Total current liabilities 35,830 31,708 Total liabilities 51,599 51,766 Total equity and liabilities 147,474 138,875


 
Condensed Consolidated Statements of Cash Flows (Unaudited) (USD in thousands) Three Months Ended March 31, 2023 2022 Cash flow from operating activities Income bef ore tax 7,695 4,856 Finance expenses (income), net 463 -579 Adjustments f or non-cash items: Depreciation and amortization 545 1,826 Mov ements in credit loss allowance 649 525 Fair v alue mov ement on contingent consideration 852 — Share-based pay ment expense 846 724 Income tax reimbursed 110 — Cash f lows f rom operating activ ities bef ore changes in working capital 11,160 7,352 Changes in working capital Trade and other receiv ables -3,863 -5,085 Trade and other pay ables -215 1,318 Cash flows generated by operating activities 7,082 3,585 Cash flows from investing activities Acquisition of property and equipment -153 -143 Acquisition of intangible assets -724 -2,069 Acquisition of subsidiaries, net of cash acquired — -19,295 Pay ment of def erred consideration -2,390 — Cash flows used in investing activities -3,267 -21,507 Cash flows from financing activities Interest paid -110 -120 Principal paid on lease liability -105 -86 Interest paid on lease liability -47 -50 Cash flows used in financing activities -262 -256 Net movement in cash and cash equivalents 3,553 -18,178 Cash and cash equivalents at the beginning of the period 29,664 51,047 Net foreign exchange differences on cash and cash equivalents 347 199 Cash and cash equivalents at the end of the period 33,564 33,068


 
Earnings Per Share Three Months Ended March 31, Reporting Currency Change Constant Currency Change 2023 2022 % % (USD in thousands, unaudited) Net income for the period attributable to shareholders 6,595 4,487 47 % 51 % Weighted-average number of ordinary shares, basic 36,431,633 34,877,496 4 % 4 % Net income per share attributable to shareholders, basic 0.18 0.13 38 % 50 % Net income for the period attributable to shareholders 6,595 4,487 47 % 51 % Weighted-average number of ordinary shares, diluted 38,121,794 37,214,074 2 % 2 % Net income per share attributable to shareholders, diluted 0.17 0.12 42 % 42 %


 
EBITDA, Adjusted EBITDA and Adjusted EBITDA Margin Reconciliation Three Months Ended March 31, Reporting Currency Change Constant Currency Change 2023 2022 % % (USD in thousands, unaudited) Net income for the period attributable to shareholders 6,595 4,487 47% 51% Add back (deduct): Interest expenses on borrowings and lease liability 43 170 -75% -74% Income tax charge 1,100 369 198% 207% Depreciation expense 57 43 33% 36% Amortization expense 488 1,783 -73% -72% EBITDA 8,283 6,852 21% 25% Share-based pay ment expense 846 724 17% 20% Fair v alue mov ement on contingent consideration 852 — 100% 100% Unwinding of def erred consideration 54 — 100% 100% Foreign currency translation losses (gains), net 327 -776 -142% -143% Other f inance results 39 27 44% 50% Acquisition related costs (1) 222 359 -38% -36% Employ ees' bonuses related to acquisition 50 — 100% 100% Adjusted EBITDA 10,673 7,186 49% 53% Below is the Adjusted EBITDA Margin calculation for the period specified stated in the Company's reporting currency and constant currency: Three Months Ended March 31, Reporting Currency Change Constant Currency Change 2023 2022 % % (USD in thousands, unaudited) Rev enue 26,692 19,585 36% 40% Adjusted EBITDA 10,673 7,186 49% 53% Adjusted EBITDA Margin 40% 37% (1) The acquisition costs are related to historical and potential business combinations of the Group.


 
13 Adjusted Net Income and Adjusted Net Income Per Share Reconciliation Three Months Ended March 31, Reporting Currency Change Constant Currency Change 2023 2022 % % (USD in thousands, except for share and per share data, unaudited) Net income for the period attributable to shareholders 6,595 4,487 47% 51% Fair value movement on contingent consideration(1) 852 — 100% 100% Unwinding of deferred consideration (1) 54 — 100% 100% Employees' bonuses related to acquisition(1) 50 — 100% 100% Adjusted net income for the period attributable to shareholders 7,551 4,487 68% 73% Weighted-average number of ordinary shares, basic 36,431,633 34,877,496 4% 4% Net income per share attributable to shareholders, basic 0.18 0.13 38% 50% Effect of adjustments for fair value movements on contingent consideration, basic 0.03 0 100% 100% Effect of adjustments for unwinding on deferred consideration, basic 0 0 100% 100% Effect of adjustments for bonuses related to acquisition, basic 0 0 100% 100% Adjusted net income per share attributable to shareholders, basic 0.21 0.13 62% 75% Weighted-average number of ordinary shares, diluted 38,121,794 37,214,074 2% 2% Net income per share attributable to ordinary shareholders, diluted 0.17 0.12 42% 42% Adjusted net income per share attributable to shareholders, diluted 0.2 0.12 67% 67% (1) There is no tax impact from fair value movement on contingent consideration, unw inding of deferred consideration or employee bonuses related to acquisition


 
14 Free Cash Flow Reconciliation Three Months Ended March 31, Change 2023 2022 % (USD in thousands, unaudited) Cash flows generated by operating activities 7,082 3,585 98% Capital Expenditures (1) -877 -2,212 60% Free Cash Flow 6,205 1,373 352% (1) Capital Expenditures are defined as the acquisition of property and equipment and the acquisition of intangible assets, and excludes cash flows related to business combinations