Cover
Cover | 12 Months Ended |
Dec. 31, 2022 shares | |
Document Information [Line Items] | |
Document Type | 20-F |
Document Registration Statement | false |
Document Annual Report | true |
Current Fiscal Year End Date | --12-31 |
Document Period End Date | Dec. 31, 2022 |
Document Transition Report | false |
Document Shell Company Report | false |
Entity File Number | 001-40634 |
Entity Registrant Name | Gambling.com Group Limited |
Entity Incorporation, State or Country Code | Y9 |
Entity Address, Address Line One | 22 Grenville Street |
Entity Address, City or Town | St. Helier |
Entity Address, Country | JE |
Entity Address, Postal Zip Code | JE4 8PX |
Title of 12(b) Security | Ordinary shares, no par value |
Trading Symbol | GAMB |
Security Exchange Name | NASDAQ |
Entity Common Stock, Shares Outstanding | 36,470,341 |
Entity Well-known Seasoned Issuer | No |
Entity Voluntary Filers | No |
Entity Current Reporting Status | Yes |
Entity Interactive Data Current | Yes |
Entity Filer Category | Non-accelerated Filer |
Entity Emerging Growth Company | true |
Entity Ex Transition Period | false |
ICFR Auditor Attestation Flag | false |
Document Accounting Standard | International Financial Reporting Standards |
Entity Shell Company | false |
Amendment Flag | false |
Entity Central Index Key | 0001839799 |
Document Fiscal Year Focus | 2022 |
Document Fiscal Period Focus | FY |
Business Contact | |
Document Information [Line Items] | |
Entity Address, Address Line One | 22 Grenville Street |
Entity Address, City or Town | St. Helier |
Entity Address, Country | JE |
Entity Address, Postal Zip Code | JE4 8PX |
Contact Personnel Name | Charles Gillespie |
City Area Code | 44 |
Local Phone Number | 1534 676 000 |
Audit Information
Audit Information | 12 Months Ended |
Dec. 31, 2022 | |
Audit Information [Abstract] | |
Auditor Name | BDO LLP |
Auditor Location | London, United Kingdom |
Auditor Firm ID | 1295 |
Consolidated Statements of Comp
Consolidated Statements of Comprehensive (Loss) Income - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Statement of comprehensive income [abstract] | |||
Total revenues | $ 76,507 | $ 42,323 | $ 27,980 |
Cost of sales | (2,959) | 0 | 0 |
Gross profit | 73,548 | 42,323 | 27,980 |
Sales and marketing expenses | (33,740) | (14,067) | (8,103) |
Technology expenses | (6,764) | (3,947) | (2,503) |
General and administrative expenses | (19,519) | (13,014) | (5,956) |
Movements in credit losses allowance and write-offs | (796) | 97 | (287) |
Fair value movement on contingent consideration | (10,852) | 0 | 0 |
Operating profit | 1,877 | 11,392 | 11,131 |
Gains on financial liability at fair value through profit or loss | 0 | 0 | 1,417 |
Finance income | 2,322 | 2,581 | 303 |
Finance expenses | (1,299) | (1,809) | (2,099) |
Income before tax | 2,900 | 12,164 | 10,752 |
Income tax (charge) credit | (510) | 289 | 4,399 |
Net income for the year attributable to the shareholders | 2,390 | 12,453 | 15,151 |
Other comprehensive (loss) income | |||
Exchange differences on translating foreign currencies | (4,793) | (4,812) | 2,480 |
Total comprehensive (loss) income for the year attributable to the shareholders | $ (2,403) | $ 7,641 | $ 17,631 |
Net income per share attributable to shareholders, basic (in usd per share) | $ 0.07 | $ 0.40 | $ 0.55 |
Net income per share attributable to shareholders, diluted (in usd per share) | $ 0.06 | $ 0.37 | $ 0.49 |
Consolidated Statements of Fina
Consolidated Statements of Financial Position - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Non-current assets | ||
Property and equipment | $ 714 | $ 569 |
Right-of-use assets | 1,818 | 1,465 |
Intangible assets | 88,521 | 25,419 |
Deferred compensation cost | 29 | 0 |
Deferred tax asset | 5,832 | 7,028 |
Total non-current assets | 96,914 | 34,481 |
Current assets | ||
Trade and other receivables | 12,222 | 5,497 |
Inventories | 75 | 0 |
Cash and cash equivalents | 29,664 | 51,047 |
Total current assets | 41,961 | 56,544 |
Total assets | 138,875 | 91,025 |
Equity | ||
Share capital | 0 | 0 |
Capital reserve | 63,723 | 55,953 |
Treasury shares | (348) | 0 |
Share options and warrants reserve | 4,411 | 2,442 |
Foreign exchange translation reserve | (7,075) | (2,282) |
Retained earnings | 26,398 | 23,796 |
Total equity | 87,109 | 79,909 |
Non-current liabilities | ||
Accruals | 290 | 0 |
Deferred consideration | 4,774 | 0 |
Contingent consideration | 11,297 | 0 |
Lease liability | 1,518 | 1,286 |
Deferred tax liability | 2,179 | 0 |
Total non-current liabilities | 20,058 | 1,286 |
Current liabilities | ||
Trade and other payables | 6,342 | 3,291 |
Deferred income | 1,692 | 0 |
Deferred consideration | 2,800 | 0 |
Contingent consideration | 19,378 | 0 |
Other liability | 226 | 0 |
Borrowings and accrued interest | 0 | 5,944 |
Lease liability | 554 | 393 |
Income tax payable | 716 | 202 |
Total current liabilities | 31,708 | 9,830 |
Total liabilities | 51,766 | 11,116 |
Total equity and liabilities | $ 138,875 | $ 91,025 |
Consolidated Statements of Chan
Consolidated Statements of Changes In Equity - USD ($) $ in Thousands | Total | SHARE CAPITAL | CAPITAL RESERVE | TREASURY SHARES | SHARE OPTIONS AND WARRANTS RESERVE | FOREIGN EXCHANGE TRANSLATION RESERVE | RETAINED EARNINGS (ACCUMULATED DEFICIT) |
Beginning balance at Dec. 31, 2019 | $ 12,931 | $ 61 | $ 16,007 | $ 0 | $ 621 | $ 50 | $ (3,808) |
Issue of ordinary shares , net of issuance costs | 3,430 | 3 | 3,427 | ||||
Exercise of warrants and options | 220 | 545 | (325) | ||||
Increase (decrease) through transactions with owners, equity | 3,650 | 3 | 3,972 | (325) | |||
Net income | 15,151 | 15,151 | |||||
Exchange differences on translating foreign currencies | 2,480 | 2,480 | |||||
Ending balance at Dec. 31, 2020 | 34,212 | 64 | 19,979 | 0 | 296 | 2,530 | 11,343 |
Issue of ordinary shares , net of issuance costs | 35,910 | 35,910 | |||||
Share option charge | 2,146 | 2,146 | |||||
Transfer between reserves upon IPO | 0 | (64) | 64 | ||||
Increase (decrease) through transactions with owners, equity | 38,056 | (64) | 35,974 | 2,146 | |||
Net income | 12,453 | 12,453 | |||||
Exchange differences on translating foreign currencies | (4,812) | (4,812) | |||||
Ending balance at Dec. 31, 2021 | 79,909 | 0 | 55,953 | 0 | 2,442 | (2,282) | 23,796 |
Issue of ordinary shares , net of issuance costs | 7,619 | 7,619 | |||||
Treasury shares acquired | (348) | (348) | |||||
Share option charge | 3,132 | 3,132 | |||||
Exercise of warrants and options | 0 | 151 | (151) | ||||
Repurchase of warrant | (800) | (1,012) | 212 | ||||
Increase (decrease) through transactions with owners, equity | 9,603 | 7,770 | (348) | 1,969 | 0 | 212 | |
Net income | 2,390 | 2,390 | |||||
Exchange differences on translating foreign currencies | (4,793) | (4,793) | |||||
Ending balance at Dec. 31, 2022 | $ 87,109 | $ 0 | $ 63,723 | $ (348) | $ 4,411 | $ (7,075) | $ 26,398 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Cash flow from operating activities | |||
Income before tax | $ 2,900 | $ 12,164 | $ 10,752 |
Finance (income) expenses, net | (1,023) | (772) | 1,796 |
Adjustments for non-cash items: | |||
Depreciation and amortization | 6,959 | 2,401 | 2,227 |
Movements in credit loss allowance and write-offs | 796 | (97) | 287 |
Gains on financial instruments valuation | 0 | 0 | (1,417) |
Fair value movement on contingent consideration | 10,852 | 0 | 0 |
Warrants repurchased | (800) | 0 | 0 |
Income tax paid | (1,444) | (2,092) | (642) |
Share option charge | 3,214 | 1,995 | 315 |
Other | 0 | 70 | 0 |
Cash flows from operating activities before changes in working capital | 21,454 | 13,669 | 13,318 |
Changes in working capital | |||
Trade and other receivables | (5,838) | (549) | (3,053) |
Trade and other payables | 3,214 | 877 | 629 |
Inventories | (75) | 0 | 0 |
Cash flows generated by operating activities | 18,755 | 13,997 | 10,894 |
Cash flows from investing activities | |||
Acquisition of property and equipment | (330) | (305) | (46) |
Acquisition of intangible assets | (8,958) | (5,269) | (44) |
Acquisition of subsidiaries, net of cash acquired | (23,411) | 0 | 0 |
Cash flows used in investing activities | (32,699) | (5,574) | (90) |
Cash flows from financing activities | |||
Issue of ordinary shares | 0 | 39,060 | 3,483 |
Equity issue costs | 0 | (3,150) | (55) |
Treasury shares acquired | (348) | 0 | 0 |
Proceeds from issuance of financial instruments | 0 | 0 | 6,000 |
Financial instruments issuance costs | 0 | 0 | (89) |
Repayment of borrowings | (6,000) | 0 | (17,352) |
Interest paid | (458) | (509) | (1,656) |
Warrants repurchased | 0 | 0 | (133) |
Principal paid on lease liability | (315) | (225) | (198) |
Interest paid on lease liability | (189) | (188) | (201) |
Cash flows (used in) generated by financing activities | (7,310) | 34,988 | (10,201) |
Net movement in cash and cash equivalents | (21,254) | 43,411 | 603 |
Cash and cash equivalents at beginning of period | 51,047 | 8,225 | 6,992 |
Net foreign exchange differences on cash and cash equivalents | (129) | (589) | 630 |
Cash and cash equivalents at end of period | 29,664 | 51,047 | 8,225 |
Supplemental Cash Flow Information [Abstract] | |||
Right-of-use assets | 839 | 70 | 0 |
Issue of ordinary shares for acquisitions | $ 7,392 | $ 0 | $ 0 |
GENERAL COMPANY INFORMATION
GENERAL COMPANY INFORMATION | 12 Months Ended |
Dec. 31, 2022 | |
Disclosure Of General Company Information [Abstract] | |
GENERAL COMPANY INFORMATION | GENERAL COMPANY INFORMATION Gambling.com Group Limited (the “Company” or "Group”) is a public limited liability company founded in 2006 and incorporated in the Channel Island of Jersey in accordance with the provisions of the Companies (Jersey) Law 1991, as amended. We redomiciled from Malta to the Channel Island of Jersey and renamed from Gambling.com Group Plc to Gambling.com Group Limited in May 2021. Our registered address is 22 Grenville Street, St. Helier, Channel Island of Jersey JE4 8PX. We are a multi-award-winning performance marketing company and a leading provider of digital marketing services active exclusively in the online gambling industry. Our principal focus is on iGaming and sports betting. Through our proprietary technology platform, we publish a portfolio of premier branded websites including Gambling.com, 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 online gambling sector, 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. The Group has a workforce of almost 400 and operates from our primarily offices in Ireland, the United States and Malta. |
SUMMARY OF SIGNIFICANT ACCOUNTI
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 12 Months Ended |
Dec. 31, 2022 | |
Summary Of Significant Accounting Policies [Abstract] | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES The principal accounting policies adopted in the preparation of the financial statements are set out below. These policies have been consistently applied throughout the years presented. BASIS OF PREPARATION The consolidated financial statements of the Group have been prepared in conformity with International Financial Reporting Standards (“IFRS”) as issued by the International Accounting Standards Board (“IASB”) and as adopted by the European Union (“EU”), and were approved and authorized for issuance by the Board of Directors on March 23, 2023. The financial statements have been prepared on a historical cost basis except for contingent consideration balances which are financial liabilities measured at fair value through profit or loss and classified as Level 3 financial instruments. Valuation methodology and main inputs are disclosed in Note 5. The preparation of financial statements in compliance with IFRS requires the use of certain critical accounting estimates. It also requires Group management to exercise judgment in applying the Group’s accounting policies. The areas where significant judgments and estimates have been made in preparing the financial statements and their effects are disclosed in Note 4. During the year ended December 31, 2022 the Group changed presentation of revenue by monetization type to reflect changes in the revenue composition post-acquisitions (see Note 5); respective changes were made to the comparative information (Note 18). New and Amended Standards Adopted by the Group in 2022 The Group has analyzed the following amendments to existing standards that are mandatory for the Group’s accounting period beginning on January 1, 2022, and determined they had limited or no impact on the Group’s financial statements: ▪ Amendment to IFRS 3, Business Combination; IAS 16 Property, Plant and Equipment; IAS 37 Provisions, Contingent Liabilities and Contingent Assets; and Annual Improvements to IFRSs 2018 - 2020 cycle. Standards Issued but Not Yet Effective There were a number of standards and interpretations which were issued but not yet effective at December 31, 2022 and have not been adopted for these 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 on or after January 1, 2023: ▪ Amendments to IAS 1, Presentation of Financial Statements and IFRS Practice Statement 2: Disclosure of Accounting policies ▪ Amendments to IAS 8, Definition of Accounting Estimates ▪ Amendments to IFRS 17, Insurance Contracts ▪ Amendments to IAS 12, Deferred Tax Related to Assets and Liabilities Arising from a Single Transaction BASIS OF CONSOLIDATION The consolidated financial statements comprise the financial statements of the Group as of December 31, 2022 and 2021 and for each of the three years in the period ended December 31, 2022, 2021 and 2020. Subsidiaries are entities controlled by the Company. The Company controls an entity when it is exposed to, or has rights to, variable returns from its involvement with the entity and has the ability to affect those returns through its power over the entity. The financial statements of subsidiaries are included in the consolidated financial statements from the date that control commences until the date that control ceases. Accounting policies of subsidiaries have been changed where necessary to ensure consistency with the policies adopted by the Group. Control is reassessed whenever facts and circumstances indicate that there are changes in control. All intra-Group assets and liabilities, equity, income, expenses and cash flows relating to transactions between members of the Group are eliminated in full on consolidation. The material subsidiaries of the Company, all of which have been included in these consolidated financial statements, are as follows: NAME PRINCIPAL ACTIVITIES COUNTRY OF INCORPORATION OWNERSHIP % GDC Media Limited Digital marketing Ireland 100 GDC Malta Limited Digital marketing Malta 100 GDC America Inc. Digital marketing United States 100 Roto Sports Inc. Digital marketing United States 100 NDC Media Limited Digital marketing Malta 100 BASIS OF GOING CONCERN The accompanying consolidated financial statements have been prepared on a going concern basis, which contemplates the realization of assets and satisfaction of liabilities in the normal course of business. The Group is required to evaluate whether there are any material uncertainties related to events or conditions that may cast significant doubt about the Group’s ability to continue as a going concern for a period of at least, but not limited to, 12 months from the date of issuance of the financial statements. An entity’s ability to continue as a going concern is assumed absent significant information to the contrary. If there are indications that there could be significant doubt about the entity’s ability to continue as a going concern for a reasonable period of time, then a detailed analysis must be performed. This evaluation includes an assessment of whether the Company can continue to meet its obligations as they become due without substantial disposition of assets outside the ordinary course of business, restructuring of debt, revisions of its operations or similar actions. The Board of Directors have assessed the financial risks facing the business, including macroeconomic events as outlined in Note 3, and compared this risk assessment to the net current asset position. The Directors have also reviewed relationships with key customers and software providers and are satisfied that the appropriate contracts and contingency plans are in place. The Directors have prepared detailed revenue, operating expense and cashflow forecasts as well as sensitivity analyses to assess whether the Company has adequate resources for at least 12 months from the date of the issuance of these consolidated financial statements. Based on the analyses performed, the Board of Directors considers that the Group has adequate resources to continue in operational existence for at least a period of 12 months from the date of issuance of these consolidated financial statements. BUSINESS COMBINATIONS The Group accounts for business combinations using the acquisition method when the acquired set of activities and assets meets the definition of a business and control is transferred to the Group. In determining whether a particular set of activities and assets is a business, the Group assesses whether the set of assets and activities included, at a minimum, an input and substantive process and whether the acquired set has the ability to produce the output. The consideration transferred is measured at fair value as are the identifiable net assets acquired. The fair value of the identifiable net assets acquired is typically based on the estimated market value for the net assets at the time of the acquisition. Any goodwill arising in business combination is tested for impairment on an annual basis as of December 31 and when there are indicators of impairment. Any gain on a bargain purchase is recognized in profit or loss immediately. Transaction costs are expensed as incurred, except if related to the issue of debt or equity securities. FOREIGN CURRENCY TRANSLATION The following exchange rates were used to translate the financial statements of the Group into USD from Euros: PERIOD END (1) AVERAGE FOR BEGINNING LOW HIGH Year Ended December 31: (EUR per USD) 2022 0.93 0.95 0.88 0.87 1.05 2021 0.88 0.85 0.81 0.81 0.89 2020 0.81 0.88 0.89 0.81 0.93 (1) Exchange rates are as per European Central Bank. (2) The average is based on published rates refreshed daily by the European Central Bank. Transactions and Balances Foreign currency transactions are translated into the functional currency using the exchange rates prevailing at the dates of the transactions. Foreign exchange gains and losses resulting from the settlement of such transactions and from the translation at period-end exchange rates of monetary assets and liabilities denominated in foreign currencies are recognized in the consolidated statement of comprehensive income. Translation into Reporting Currency The assets and liabilities of the Company and its primary subsidiaries are translated from the functional currency of the operations to USD, being the reporting currency, using the exchange rates at the reporting date. The Company and its subsidiaries functional currency is Euro, with the exception of GDC America which has a functional currency of USD. The USD has been selected as the reporting currency to ensure comparability with the financial reports of similar entities. The revenues and expenses are translated into USD using the average exchange rates for the period, which approximate the exchange rates at the date of the transaction. All resulting foreign exchange differences are recognized in other comprehensive income and included in foreign exchange translation reserve in equity. PROPERTY AND EQUIPMENT Property and equipment are stated at historical cost less accumulated depreciation and accumulated impairment. Historical cost includes expenditures that are directly attributable to the acquisition of the items. Subsequent costs are included in the assets’ carrying amount or recognized as a separate asset, as appropriate, only when it is probable that future economic benefits associated with the item will flow to the Group and the cost of the item can be reliably measured. All other repairs and maintenance are charged to the consolidated statement of comprehensive income during the financial period in which they are incurred. Depreciation is calculated using the straight-line method to allocate the cost of the assets to their residual values over their estimated useful lives, as follows: Computer and other office equipment 5 years Leasehold improvements The shorter of the remaining lease term or 10 years The assets’ residual values and useful lives are reviewed, and adjusted if appropriate, at the end of each reporting period. Gains and losses on disposals of property and equipment are determined by comparing the proceeds with the carrying amount and are recognized, where applicable, within ‘other operating income’ in the consolidated statement of comprehensive income. INTANGIBLE ASSETS AND GOODWILL An intangible asset is recognized if it is probable that the expected future economic benefits that are attributable to the asset will flow to the Group and the cost of the asset can be measured reliably. Intangible assets are initially measured at cost. The cost of a separately acquired intangible asset comprises its purchase price and any directly attributable cost of preparing the asset for its intended use. The cost of acquisition of intangible assets for which the consideration comprises an issue of equity shares is calculated as the fair value of the equity instruments issued in the transaction. Where the cost of a separately acquired intangible asset includes contingent consideration, cost includes the fair value of the contingent consideration as determined on the date of acquisition. Subsequent changes in estimates of the likely outcome of the contingent event are reflected as increases or decreases in the value of the intangible asset. The remaining changes in the value of contingent consideration are recognized as finance expense. Goodwill represents the excess of the cost of a business combination over the Group's interest in the fair value of identifiable assets, liabilities and contingent liabilities acquired. Costs comprises the fair value of assets given, liabilities assumed and equity instruments issued. Goodwill is capitalized as an intangible asset with any impairment in carrying amount being charged to the consolidated statement of comprehensive income. Internally Developed Intangible Assets The Company capitalizes certain development costs related to its technological platform during the development stage. The Company also capitalizes certain costs related to specific upgrades and enhancements when it is probable that expenditures will result in additional functionality of the platform to its customers. The capitalization policy provides for the capitalization of certain payroll and payroll related costs for employees who spent time directly associated with development and enhancements of the technology platform. Expenditures incurred on development activities are capitalized if it can be demonstrated that all the following criteria are met: ▪ It is technically feasible to complete the intangible asset; ▪ Adequate resources are available to complete the development; ▪ There is an intention to complete and use the intangible asset for the provision of services; ▪ The Group is able to use the intangible asset; ▪ Use of the intangible asset will generate probable future economic benefits; and ▪ Expenditures attributable to the intangible asset can be measured reliably. Expenditures related to development activities that do not satisfy the above criteria, including expenditures incurred during the preliminary project stage and post implementation activities, are expensed as incurred in the consolidated statement of comprehensive income. Subsequent expenditure on capitalized intangible assets is capitalized only where it clearly increases the economic benefits to be derived from the asset to which it relates. All other expenditures, including those incurred in order to maintain an intangible asset’s current level of performance, is expensed as incurred. Capitalized intangible assets have a useful life of 60 months, which is reviewed on an annual basis. Capitalized definite-lived intangible assets are amortized over their useful life using straight-line basis. Externally Purchased Intangible Assets Separately acquired intangibles include Internet domain names together with related websites and content, customer contracts and customer base. Domain names together with the related websites and goodwill have an indefinite useful life when there is evidence based on the analysis of the applicable market trends and circumstances, management plans, expected usage and information about the ongoing cash inflows that the asset will be able to generate cash flows to the Group for an indefinite period. Indefinite-life intangibles are not amortized but are tested for impairment annually as of December 31. In addition, the Group reassesses in each period the assumptions underlying the useful life of indefinite-life intangibles and assigns such assets a finite life if indicated by changes in the applicable facts and circumstances. When this happens, the related assets are also tested for impairment. Finite-life domain names and the related assets are amortized using the straight-line method over the estimated period during which they are expected to continue to generate cash flows for the Group. During the years ended December 31, 2022, 2021 and 2020, the Group had one finite-life mobile apps intangible asset, amortized straight-line over its estimated useful life of 48 months. Customer contracts have a useful life of 12 – 24 months, which are reviewed on an annual basis. Customer contracts are amortized over their useful life using the straight-line method. Customer base has a useful life of 16 years, which are reviewed on an annual basis. Customer base is amortized over their useful life using the straight-line method. Content assets recognized as a part of business combinations have a useful life of 1 year, and are amortized over their useful life using straight-line method. Intangible assets are derecognized on disposal or when no future economic benefits are expected from their use or disposal. Gains or losses arising from derecognition represent the difference between the net disposal proceeds, if any, and the carrying amount of intangible assets, and are recognized in the consolidated statement of comprehensive income for the respective period. IMPAIRMENT ASSESSMENT Assets are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount may not be recoverable. Assets that have an indefinite useful life (which are not subject to amortization) are tested annually for impairment. For the purposes of impairment assessment, assets are grouped at the lowest level which generates cash inflows that are largely independent of the cash inflows of the remaining assets (cash-generating units, or “CGU”s). Acquired goodwill is allocated to the cash generating unit that is expected to benefit from the synergy of the combination and tested for impairment as a part of the CGU. Through December 31, 2022, substantially all of the Group’s cash inflows have been generated from performance marketing assets and fantasy sports assets. Following the completed business combinations, the Group determined it has two cash-generating units. As of December 31, 2022 , the Group tested its performance marketing and fantasy sports indefinite-life intangible assets separately for impairment. For the purpose of impairment testing, a full balance of goodwill of $10,800 was allocated to performance marketing cash generating unit. The carrying amount of intangible assets (excluding goodwill) with indefinite useful lives have been allocated to the Group’s cash generating units as follows: As at December 31, 2022 2021 Performance marketing, domain names and related websites 61,454 22,642 Fantasy sports, domain names and related websites 8,100 — 69,554 22,642 An impairment loss is recognized as the difference between the carrying amount of the cash-generating unit and its recoverable amount and is accounted for in the consolidated statement of comprehensive income in the period identified. The recoverable amount is the higher of the fair value less costs to sell and value in use. Where the fair value of an asset less its costs to sell are determinable, and the fair value less costs to sell are estimated to be close to its value in use, the recoverable amount can be assessed for an individual asset. In this instance, an impairment may be recognized at an individual asset level where the fair value less costs to sell and value in use are both negligible. The recoverable amount of the performance marketing cash-generating unit was determined with value-in-use calculations, and was based on projected cash flows for 2023—2033 in which an average annual rate of growth between 3% and 20% was assumed and a long-term sustainable growth rate of 3% was applied. The management concluded that the 10 year projected cash flows is appropriate as it reflects the period until which the company reaches normalized level of growth. The projected cash flows were discounted using a discount rate of 15%. The effective tax rate was estimated at 15%. The recoverable amount of the fantasy sports cash-generating unit was determined with value-in-use calculations, and based on projected cash flows for 2023-2033 in which an average annual rate of growth between 3% and 24% was assumed and a long-term sustainable growth rate of 3% was applied. The management concluded that the 10 year projected cash flows is appropriate as it reflects the period until which the company reaches normalized level of growth. The projected cash flows were discounted using a discount rate of 15%. The effective tax rate was estimated between 0% and 25%. The methods for determining the significant inputs and assumptions are based on experience and expectations regarding market performance. The Group concluded that the recoverable amount is well in excess of the assets’ carrying amount, and accordingly a sensitivity analysis in this regard is not disclosed. Consequently, the Group concluded no impairment charges were necessary. When a triggering event arises, it may be necessary to test an asset for impairment at an individual asset level. This is the case when the asset’s fair value less costs to sell and value in use are both negligible. As of December 31, 2022, 2021 and 2020, no intangible assets were impaired. Non-financial assets, excluding goodwill, that suffered an impairment are reviewed for possible reversal of the impairment at the end of each reporting period. FINANCIAL ASSETS Financial assets are classified at initial recognition and subsequently measured at amortized cost, fair value through profit or loss, or fair value through other comprehensive income. The classification of financial assets depends on the assets’ contractual cash flows characteristics and the Group’s model for managing such. Through December 31, 2022, the Group’s financial assets consist of trade and other receivables and cash and cash equivalents. The Group’s objective for holding financial assets is to hold them to collect contractual cash flows, which are solely payment of principal and interest. Accordingly, these assets are accounted for at amortized cost. Expected Credit Loss Assessment and Write-offs The Group recognizes an allowance for Expected Credit Losses (“ECLs”) for all financial assets carried at amortized cost. ECLs are based on the difference between the contractual cash flows due in accordance with the contract and the cash flows that the Group expects to receive. The Group applies the simplified approach in calculating ECLs for trade and other receivables. Therefore, the Group does not track changes in credit risk but instead recognizes a loss allowance based on lifetime ECLs at each reporting date. The Group has established a provision matrix that is based on its historical credit loss experience, adjusted for forward-looking factors specific to the debtors and the economic environment. The assessment is completed at the end of each reporting period. Movements in ECLs, including recoveries, are presented within the consolidated statement of comprehensive loss in the period incurred. At each reporting date, the Group assesses whether financial assets carried at amortized cost are credit-impaired. A financial asset is ‘credit-impaired’ when one or more events that have a detrimental impact on the estimated future cash flows of the financial asset have occurred. Financial assets are written off when there is no reasonable expectation of recovery, such as: ▪ Significant financial difficulty of the issuer or obligor; ▪ A breach of contract, such as a default or delinquency in interest or principal payments; ▪ It becomes probable that the borrower will enter bankruptcy or other financial reorganization; and ▪ Observable data indicating that there is a measurable decrease in the estimated future cash flow from a group of financial assets since the initial recognition of those assets, although the decrease cannot yet be identified with the individual financial assets. When trade and other receivables have been written off, the Group continues to engage in enforcement activities in order to recover the receivable due. If successful, the recoveries are recognized in profit or loss. Derecognition A financial asset is derecognized when: ▪ The rights to receive cash flows from the asset have expired; or ▪ The Group has transferred its rights to receive cash flows from the asset or has assumed an obligation to pay the received cash flows in full without material delay to a third party under a ‘pass-through’ arrangement; and either (a) the Group has transferred substantially all the risks and rewards of the asset, or (b) the Group has neither transferred nor retained substantially all the risks and rewards of the asset, but has transferred control of the asset. Trade and other receivables Trade receivables are amounts due from customers for services performed in the ordinary course of business and are classified as current. Other receivables include prepaid expenses and deposits. Trade and other receivables are recognized initially at fair value, which due to their comparatively short maturities, approximates their carrying value. They are subsequently measured at amortized cost using the effective interest method, less an expected credit loss allowance. The carrying amount of the asset is reduced through the use of an allowance account, and the amount of the loss is recognized in profit or loss. When a receivable is uncollectible, it is written off against the allowance account for trade and other receivables. Subsequent recoveries of amounts previously written off are credited against profit or loss. Cash and cash equivalents Cash and cash equivalents comprise cash at bank, cash in transit and demand deposits that have maturities of three months or less from inception, are readily convertible to a known amount of cash and are subject to an insignificant risk of changes in value. The carrying value of cash and cash equivalents approximates their fair value based on the short-term nature of such assets and the effect of any fair value differences being negligible. FINANCIAL LIABILITIES The Group recognizes a financial liability in its consolidated statement of financial position when it becomes a party to the contractual provisions of the instrument. The Group’s financial liabilities are classified as financial liabilities at fair value through profit or loss and financial liabilities at amortized cost. Financial liabilities are classified as at fair value through profit or loss if they are classified as held-for-trading, it is a derivative or it is designated as such on initial recognition. Financial liabilities at fair value through profit or loss are measured at fair value and net gains and losses, including any interest expense, are recognized in profit or loss on an appropriate basis over the life of the instrument, but no later than when the valuation is wholly supported by observable market data or the transaction is closed out. Financial liabilities not at fair value through profit or loss are recognized initially at fair value net of transaction costs that are directly attributable to the financial liability. Subsequent measurement of the liabilities differs based on the classification originally applied and is described below. The Group derecognizes a financial liability from its consolidated statement of financial position when the obligation specified in the contract or arrangement is discharged, cancelled or expires. Through the year ended December 31, 2022, the Group’s financial liabilities consisted of: Trade and Other Payables Trade payables comprise obligations to pay for goods and services that have been acquired in the ordinary course of business from suppliers. Accounts payable are classified as current liabilities if payment is due within one year or less. If not, they are presented as non-current liabilities. Trade and other payables are recognized initially at fair value and subsequently measured at amortized cost using the effective interest method. Contract Liabilities The Group’s contract liabilities from contracts with customers consist primarily of deferred revenue. Deferred revenue is mainly comprised of subscription fees collected for services not yet performed, and therefore, the revenue has not been recognized. Revenue is recognized over time as the services are performed. Borrowings During December 2022, the Group repaid its term loan which was entered into during December 2020. The two-year fixed rate term loan agreement was accounted for at amortized cost using the effective interest method. The transaction costs directly attributable to the issuance are capitalized as part of the initial carrying amount of the term loan and subsequently amortized into profit or loss over its term through the application of the effective interest method. Contingent consideration In January 2022, the Group acquired 100% of the issued and outstanding equity interests of NDC Media Limited ("NDC Media"), the operator of BonusFinder.com. The Group agreed to pay the selling shareholders further determined consideration which is contingent on the acquired assets performance in the two subsequent years. Contingent consideration was measured as of date of acquisition at fair value through profit and loss and classified as Level 3 financial instrument. Contingent consideration is remeasured at each reporting date and subsequent changes in fair value of contingent consideration are recognized in profit or loss as operating expenses. Measurement of the liability is conducted using option approach methodology . Deferred consideration In January 2022, the Group acquired 100% of the issued and outstanding equity interests of Roto Sports Inc., the operator of Rotowire.com. The Group agreed to pay the selling shareholders further specified in the agreement consideration which was split into two installments and deferred to be paid as at acquisition anniversary date during the two consequential years. Deferred consideration was measured as of date of acquisition at fair value. Subsequent remeasurement of the consideration are being unwound to its present value and are recognized in profit or loss as finance expenses. ISSUED CAPITAL AND RESERVES Share Capital As of the initial public offering date, the Company’s ordinary shares have a nominal value of nil per share. As of the initial public offering date, the balance of share capital was reclassified to capital reserve as a result of the change in nominal value per share. Prior to the completion of the initial public offering, ordinary shares were classified as equity. Share capital includes the nominal value of ordinary shares issued and outstanding. The excess of the consideration received from the issuance of shares over their nominal value is recognized in the capital reserve. Capital Reserve As of the initial public offering date, capital reserve includes consideration received from the issuance of shares and any other contributions made by the shareholders of the Company of a cash or non-cash nature without the issuance of shares. Incremental costs directly attributable to the issuance of new ordinary shares or other shareholder contributions are shown in equity as a deduction, net of tax, from the proceeds. Prior to the initial public offering date, capital reserve comprised of the excess consideration received from the issuance of shares over their nominal value. Treasury shares Treasury shares are shares bought back by the company. The consideration paid, including any directly attributable incremental costs, is deducted from equity attributable to the owners and allocated to a treasury reserve until the shares are cancelled or reissued. Where such ordinary shares are subsequently reissued, any consideration received, net of any directly attributable incremental transaction costs, is included in equity attributable to the owners of the company. Share Option and Warrants Reserve The share option and warrants reserve is used to recognize the value of equity-classified share options and warrants, including share-based payments. Foreign Exchange Translation Reserve Foreign exchange translation reserve comprises foreign currency translation differences arising from the translation of the assets and liabilities of all Group entities from the functional currency into USD, the reporting currency. Retained Earnings Retained earnings includes all current and prior period earnings (losses). REVENUE RECOGNITION Performance marketing The Group generates revenue primarily from commissions derived from referrals of prospective players visiting the Group’s websites or mobile apps to the Group’s customers, who are regulated online gambling operators. Depending on the customer, commission revenue may be earned in the form of ongoing revenue-share fees, one-time fee for each acquired player (cost per acquisition, or CPA, fee), or both, which is referred to as hybrid. Revenue-share fees represent a set percentage of net gaming revenues the operator generates over the lifetime of the referred player. Negative revenue share-amounts usually do not carry over into subsequent months. CPA fees are fixed rate fees owed for each player who registers and usually deposits a minimum balance on the operator’s site. Fees generated by each operator during a particular month are paid to the Group shortly after the month-end. The Group transacts with its customers pursuant to the terms of marketing affiliate agreements and/or insertion orders, which typically do not require a minimum number of player referrals nor minimum fees and can be terminated for convenience by either party at any time. Termination or changes in the terms of these agreements do not typically affect the right |
RISK MANAGEMENT
RISK MANAGEMENT | 12 Months Ended |
Dec. 31, 2022 | |
Risk Management [Abstract] | |
RISK MANAGEMENT | RISK MANAGEMENT 3.1 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 Board of Directors. The Group did not make use of derivative financial instruments to hedge risk exposures during the periods presented. (A) Market Risk (I) Foreign Exchange Risk Foreign exchange risk arises from future commercial transactions and recognized assets and liabilities which are denominated in a currency that is not the entity’s functional currency. In 2022 and 2021, the Group’s financial assets and financial liabilities are mainly denominated in USD; however, the majority of operations of the Group were carried out in EUR 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 December 31, 2022 and 2021, the Group’s exposure to foreign exchange risks was primarily through cash and working capital balances held by its entities which have Euro as the functional currency. These balances included USD-denominated net assets of $4,743 and $27,148 and GBP-denominated net assets of $6,987 and $11,819 as of December 31, 2022 and 2021, 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 $479 and $706 to the Group’s net profit (loss) for the year ended December 31, 2022. For the year ended December 31, 2021, movements in USD and GBP exchange rates to EUR by 10% would result on average in gains or losses of $2,742 and $1,194. For the year ended December 31, 2020, movements in USD and GBP exchange rates to EUR by 10% would result on average in gains or losses of $175 and $262. Management anticipates 10% is a reasonable extent of currency fluctuations in the foreseeable future. (II) Cash Flow and Fair Value Interest Rate Risk The Group has minimal interest-bearing assets, and its borrowings carry fixed interest rates. The risk associated with the effects of fluctuations in the prevailing levels of market interest rates on its financing position and cash flows is not deemed to be substantial. (B) Credit Risk Credit risk arises from cash and cash equivalents and trade and other receivables. The exposure as of the reporting date is as follows: As at December 31, 2022 2021 Trade and other receivables (excluding prepayments and deferred compensation cost) 11,029 4,253 Cash and cash equivalents 29,664 51,047 40,693 55,300 For the year ended December 31, 2022, no revenues were generated above 10% from a single customer. For the year ended December 31, 2021, revenues generated from the largest two single customers amounted to 13% and 10% of the Group's total sales for the year. For the year ended December 31, 2020, revenues generated from a single customer amounted to 20% of the Group’s total sales for the year, respectively. The Group has the following financial assets that are subject to the ECL model: trade receivables and other financial assets carried at amortized cost. The Group applies the IFRS 9 simplified approach to measuring expected credit losses which uses a lifetime expected loss allowance for all trade receivables. The expected loss rates are based on the historical credit losses experienced over a recent twelve-month period. The historical loss rates are adjusted to reflect current and forward-looking information on macroeconomic factors (such as GDP growth, inflation rate and unemployment forecasts) affecting the ability of the customers to settle the receivables. The aging of trade receivables that are past due but not impaired is shown below: As at December 31, 2022 2021 Between one and two months 471 159 Between two and three months 109 15 More than three months 205 7 785 181 The Company recognized a specific provision of $345 on trade receivables in the year ended December 31, 2022 (December 31, 2021: Nil). The activity in the credit loss allowance was as follows: Year Ended December 31, 2022 2021 Balance at the beginning of the period 142 352 Increase (decrease) in credit losses allowance 796 (187) Write offs — — Translation effect (61) (23) Balance at the end of the period 877 142 The increase in trade and other receivables and in the credit loss allowance during the year ended December 31, 2022 was a result of the acquisitions and overall business growth. For the year ended December 31, 2022, the Company wrote off receivables from customers with the total value of $115, the balances were not specifically provided during the year but covered by general credit allowance provision. For the year ended December 31, 2021, the Company wrote off receivables from customers with the total value of $90; the balances were not specifically provided during the year. For the year ended December 31, 2020, the Company wrote off receivables from customers with the total value of $275, including the balance of $241 which was specifically provided. The Group actively manages credit limits and exposures in a practicable manner such that past due amounts receivable from the operator customers are within controlled parameters. Management assesses the credit quality of the operators, taking into account their financial position, past experience and other factors. The Group’s receivables are principally in respect of transactions with operators for whom there is no recent history of default. Management does not expect significant losses from non-performance by these operators above the ECL provision. The directors consider 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 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 December 31, 2022, 2021 or 2020. (C) 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 borrowing and trade and other payables (Notes 15 and 16). 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 tables summarize the maturity profile of the Group’s financial liabilities based on contractual undiscounted payments. Balances due less than 1 year equal their carrying values as the impact of discounting is insignificant, except for contingent consideration which is payable in April 2023. Less than 1 year Between 1 and 2 years More than 2 years TOTAL As of December 31, 2022 Lease liability 554 510 1,445 2,509 Deferred consideration 2,800 5,000 — 7,800 Contingent consideration 19,860 12,471 — 32,331 Trade and other payables 3,328 290 — 3,618 Total 26,542 18,271 1,445 46,258 As of December 31, 2021 Term loan 6,480 — — 6,480 Lease liability 393 386 1,436 2,215 Trade and other payables 3,291 — — 3,291 Total 10,164 386 1,436 11,986 3.2 CAPITAL RISK MANAGEMENT The Group’s capital management objectives are to safeguard its ability to continue as a going concern in order to provide returns for shareholders and benefits for other stakeholders, and to maintain an optimal capital structure to reduce the cost of capital. In order to maintain or adjust the capital structure, the Group may adjust the amount of dividends paid to shareholders, return capital to shareholders, issue new shares or sell assets to reduce debt. The directors intend to retain all available liquidity sources and future earnings, if any, to fund the development and expansion of the business and they have no plans to pay regular dividends on ordinary shares in the foreseeable future. At December 31, 2022 and 2021 the net current asset position of the Group was $10,253 and $46,714 respectively. Management prepares and reviews a rolling forecast of the Group’s operations for the 12-month period to anticipate any liquidity deficit. Per the assessment made as of the reporting date, the Group will have sufficient funds to settle liabilities in a timely manner in the foreseeable future. The Group’s equity, as disclosed in the consolidated statement of financial position, constitutes its capital. The Group maintains the level of capital by reference to its financial obligations and commitments arising from operational requirements. In view of the nature of the Group’s activities, the capital level as at the end of the reporting year is deemed adequate. 3.3 FAIR VALUES OF FINANCIAL INSTRUMENTS Financial instruments measured at fair value in the consolidated statement of financial position are grouped into three levels of fair value hierarchy. This grouping is determined based on the lowest level of significant inputs used in fair value measurement, as follows: 1. Level I – quoted prices in active markets for identical assets or liabilities. 2. Level II – inputs other than quoted prices included within Level I that are observable for the instrument, either directly (i.e., as prices) or indirectly (i.e., derived from prices). 3. Level III – inputs for instrument that are not based on observable market data (unobservable inputs). As of December 31, 2022, the Company did not have any financial assets and liabilities measured at fair value except for contingent consideration balances which are classified as Level 3 financial instruments. A description of the related valuation process and a sensitivity analysis are included in Note 5. As of December 31, 2021, the Company did not have any financial assets and liabilities measured at fair value within the fair value hierarchy noted above. |
CRITICAL ACCOUNTING ESTIMATES A
CRITICAL ACCOUNTING ESTIMATES AND JUDGEMENTS | 12 Months Ended |
Dec. 31, 2022 | |
CRITICAL ACCOUNTING ESTIMATES AND JUDGEMENTS [Abstract] | |
CRITICAL ACCOUNTING ESTIMATES AND JUDGEMENTS | CRITICAL ACCOUNTING ESTIMATES AND JUDGEMENTS The preparation of the consolidated financial statements in conformity with IFRS requires management to make judgements, estimates and assumptions that affect the application of policies and amounts reported in the consolidated financial statements and accompanying notes. The estimates and associated assumptions are based on historical experience and various other factors that are believed to be reasonable under the circumstances, the results of which form the basis of making the judgements about the carrying value of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates. The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognized in the period in which the estimate is revised if the revision affects only that period or in the period of the revision and future periods if the revision affects both current and future periods. The critical accounting estimates and judgments that we believe to have the most significant impact on our consolidated financial statements are described below. CONTINGENT CONSIDERATION Contingent consideration is a contractual obligation resulting from purchase of a business from third parties and is measured at fair value at the date of acquisition. If an obligation to pay contingent consideration that meets a definition of financial instrument is classified as equity, then it is not remeasured and settlement is accounted in equity. Otherwise, contingent consideration is remeasured at fair value at each reporting date and subsequent changes in the fair value of the contingent consideration are recognized in profit or loss. As of December 31, 2022 the Group valued contingent consideration using an option approach methodology. Assumptions as part of the option approach methodology to determine the fair value of the contingent consideration as of December 31, 2022 are disclosed in Note 5. ACCOUNTING FOR BUSINESS COMBINATIONS The Company is required to allocate the acquisition cost of entities and activities through business combinations on the basis of the fair value of the acquired assets and assumed liabilities. The Company uses external valuations to determine the fair value. The valuations include management estimates and assumptions as to future cash flow projections from the acquired business and selection of models to compute the fair value of the acquired components and their depreciation period. Estimates made by management influence the amounts of the acquired assets and assumed liabilities and the depreciation and amortization of acquired assets in profit or loss. Reference is made to Note 5 of the consolidated financial statements. ACCOUNTING FOR ASSETS ACQUISITIONS As amended, IFRS 3 defines a business as an integrated set of activities and assets, which must include at a minimum an input and a substantive process that together significantly contribute to the ability to create output. Entities are also allowed to perform an optional concentration test. If substantially all of the fair value of the gross assets acquired is concentrated in a single identifiable asset or a group of similar assets, the acquired integrated set does not constitute a business. During the years ended December 31, 2022 and 2021, the Group made separate acquisitions of intellectual property consisting of domain names, as disclosed in Note 8. For all acquisitions, the Company elected to bypass the optional concentration test and evaluated if a substantive process was acquired. The Company concluded that no substantive processes were included in any of the acquisitions. When no workforce is acquired, a process is considered substantive when it is unique or scarce. The Group did not acquire any workforce, and promptly transitioned the acquired assets onto its technology platform, integrating them into its existing processes. The legacy processes underlying the acquired assets were not unique or scarce, as they were based on commercially available Internet technologies and did not incorporate any substantive know-how. The Group concluded that all acquisitions of intellectual property, other than disclosed in Note 5, were acquisitions of assets with no substantive processes acquired. INDEFINITE LIFE INTANGIBLE ASSETS The acquired domain names, together with the related assets, are assigned an indefinite useful life when there is evidence based on the analysis of the applicable market trends and circumstances, management plans, expected usage and information about the ongoing cash inflows that the asset will be able to generate cash flows to the Group for an indefinite period. Indefinite-life intangibles are not amortized but are tested for impairment annually as of December 31. In addition, the Group reassesses in each period the assumptions underlying the useful life of indefinite-life intangible assets and assigns such assets a finite life if indicated by changes in the applicable facts and circumstances. Finite-life domain names and the related assets are amortized using the straight-line method over the estimated period during which they are expected to continue to generate cash flows for the Group. During the years ended December 31, 2022 and 2021, the Group had domain name intangibles with an indefinite useful life and the aggregate carrying value of $69,554 and $22,642, respectively. The Group also had one finite-life mobile apps intangible asset, which was amortized over its useful life of 48 months and had a carrying value of nil and $1,280 at December 31, 2022 and 2021 respectively. At December 31, 2022 and 2021, the Group has concluded no changes to the useful lives of these assets were necessary. I ntangible assets with an indefinite useful life are tested for impairment annually at December 31. For the purposes of impairment assessment, assets are grouped at the lowest level which generates cash inflows that are largely independent of the cash inflows of the remaining assets (cash-generating units). Through December 31, 2022, substantially all of the Group’s cash inflows have been generated from performance marketing assets and fantasy sports assets. The Group determined it has two cash-generating units. As of December 31, 2022, the Group tested its performance marketing and fantasy sports indefinite-life intangible assets separately for impairment; goodwill was allocated to the performance marketing cash-generating unit. The recoverable amount of the performance marketing cash-generating unit was based on projected cash flows for 2023—2033 in which an average annual rate of growth between 3% and 20% was assumed and a long-term sustainable growth rate of 3% was applied. The projected cash flows were discounted using a discount rate of 15%. The effective tax rate was estimated at 15%. The recoverable amount of the fantasy sports cash-generating unit was based on projected cash flows for 2023—2033 in which an average annual rate of growth between 3% and 24% was assumed and a long-term sustainable growth rate of 3% was applied. The management concluded that the 10 year projected cash flows is appropriate until the company reaches normalized level of growth. The projected cash flows were discounted using a discount rate of 15%. The effective tax rate was estimated between 0% and 25%. The methods for determining the significant inputs and assumptions are based on experience and expectations regarding market performance. The Group concluded that the recoverable amount is significantly in excess of the assets’ carrying amount, and accordingly a sensitivity analysis in this regard is not disclosed. Consequently, the Group concluded no impairment charges were necessary. When a triggering event arises, it may be necessary to test an asset for impairment at an individual asset level. This is the case when the asset’s fair value less costs to sell and value in use are both negligible. As of December 31, 2022, 2021 and 2020, no intangible assets m et the criteria to be tested at the individual asset level. CAPITALIZATION AND IMPAIRMENT OF INTERNALLY DEVELOPED INTANGIBLE ASSETS Management reviews expenditures, including wages and benefits for employees, incurred on development activities and based on their judgment of the costs incurred assesses whether the expenditure meets the capitalization criteria set out in IAS 38 and the intangible assets accounting policy within the notes to our consolidated financial statements. Management considers if additional expenditure on projects relates to maintenance or new development projects. In addition, the useful life of capitalized development costs is determined by management at the time the software is brought into use and is regularly reviewed for appropriateness. For unique software products we control and develop, the life is based on historical experience with similar products as well as anticipation of future events, which may impact their useful economic life, such as changes in technology. Management reviews intangible assets at each reporting period to determine potential impairment whenever events or changes in circumstances indicate that the carrying amount of an intangible asset may not be fully recoverable. Recoverability is measured by comparing the carrying amount of the intangible asset with the future undiscounted cash flows the asset is expected to generate. Management must make estimates related to future cash flows and discount rates that reflects current market assessments of the time value of money and the risks specific to the asset for which the estimates of future cash flows have not been adjusted. If such assets are considered impaired, an impairment loss would be measured by comparing the amount by which the carrying value exceeds the fair value of the intangible asset. SHARE-BASED PAYMENTS Management determines costs for share-based payments using market-based valuation techniques. The fair value of the equity-classified options, restricted share awards and warrants are determined at the date of grant using the Black-Scholes option pricing model, Finnerty model or Monte Carlo simulation, as applicable. One of the warrants provided for contingent net settlement in cash as a forward instrument, with the net settlement price based on a formula, in the event of termination of the holder’s employment within a stated period. The warrant was considered to be a compound financial instrument with an equity component of nil. The debt component was treated as cash settled and was liability classified. The fair value of this warrant was determined at each statement of financial position date, with fair value recognized over the expected service period and changes recognized in profit and loss, using the Black-Scholes option pricing model. In June 2021, this warrant was reclassified as equity as, through an addendum, it was no longer considered cash-settled. See Note 13 for further discussion. Assumptions are made and judgments are used in applying valuation techniques. Such judgments and assumptions are inherently uncertain. Changes in these assumptions affect the fair value estimates. For options and warrants valued using the Black-Scholes option pricing model, these assumptions and judgments include estimating the future volatility of the stock price, risk-free interest rate, expected dividend yield, expected term, future employee turnover rates and future employee stock option exercise behaviors and corporate performance. During the year ended December 31, 2021, the Company granted stock options to the Company’s founders subject to market performance vesting conditions. The founders are required to hold exercised shares for a period of three years ("holding restriction") after the exercise date. The Company determined the fair value of these options using a Monte Carlo simulation and the following inputs: volatility, risk-free interest rate, expected dividend yield, holding restriction discount, and expected time to vest. During the years ended December 31, 2022 and 2021, the Company granted stock options to certain employees and non-executives subject to employment or providing services to the Company during the vesting period. The Company determined the fair value of these options using a Black-Scholes model and the following inputs: volatility, risk-free interest rate, expected dividend yield, and expected time to vest. During the years ended December 31, 2022 and 2021, the Company granted restricted share awards to certain non-executives subject to providing services during the vesting period. The Company determined the fair value of these options using a Finnerty model and the following inputs: volatility, risk-free interest rate, expected dividend yield, and length of holding period. See Note 14 for addi tional information on the valuation of options and warrants. COMMON STOCK VALUATIONS For valuations after the completion of the listing of our common stock on The Nasdaq Global Market, our board of directors determine the fair value of each share of underlying common stock based on the closing price of our common stock as reported on the date of grant. In valuing our common stock, prior to the listing of our common stock on The Nasdaq Global Market, the fair value of our business, or enterprise value, was determined using a combination of the market and income approaches. We believe both approaches are relevant and meaningful given our robust Company projections, publicly traded comparable stock information available and the price in the most recent equity transaction. The market approach estimates value based on a comparison of the subject company to comparable public companies in a similar line of business and secondary transactions of our capital stock. From the comparable companies, a representative market value multiple is determined and then applied to the subject company’s financial results to estimate the value of the subject company. The market approach also includes consideration of the transaction price of secondary sales of our capital stock by investors. The income approach estimates the fair value of a company based on the present value of the company’s future estimated cash flows and the residual value of the company beyond the forecast period. These future cash flows, including the cash flows beyond the forecast period for the residual value, are discounted to their present values using an appropriate discount rate, to reflect the risks inherent in the company achieving these estimated cash flows. Our assessments of the fair value of common stock for grant dates were based in part on the current available financial and operational information and the common stock value provided in the most recent valuation as compared to the timing of each grant. For financial reporting purposes, we considered the amount of time between the valuation date and the grant date to determine whether to use the latest common stock valuation or a straight-line interpolation between the two valuation dates. This determination included an evaluation of whether the subsequent valuation indicated that any significant change in valuation had occurred between the previous valuation and the grant date. TAXATION Deferred tax assets are recognized to the extent that it is probable future taxable profits will be available against which the temporary differences can be utilized. The key areas in this area are that the capital allowances to which the deferred tax asset relate will be accepted by the relevant tax authorities and whether it is probable that there will be suitable taxable profits against which any deferred tax asse ts can be utilized. The deferred tax asset recognized as of December 31, 2022 was based on management’s performance projections for 2023 – 2027. The deferred tax asset recognized as of December 31, 2021 was based on management’s performance projections for 2022 – 2026. We operate in a number of international tax jurisdictions. Judgement is required in respect of the interpretation of state, federal and international tax law and practices as e-commerce and tax continues to evolve. We file our tax returns and duty calculations and estimate our tax provisions based on current tax rules and practices and our transfer pricing policy, together with advice received from professional advisors and believe that our accruals for tax liabilities are adequate. In January 2022 the Group concluded acquisition of RotoSports Inc (Note 5), which resulted in recognition of deferred tax liability on a temporary difference in fair value and tax base of intangible assets acquired as a part of the business combination. As of December 31, 2022 the deferred tax liability was partly offset by deferred tax asset recogized on taxable losses from the US based operations in the post acquisition period. The balances are presented on a net basis in the statement of financial position as of December 31, 2022. Deferred tax is the tax expected to be payable or recoverable on differences between the carrying amounts of assets and liabilities in the financial information and the corresponding tax bases used in the computation of taxable profit and is accounted for using the balance sheet liability method. Deferred tax assets are recognized to the extent that it is probable that taxable profits will be available against which deductible temporary differences can be utilized. Deferred tax is calculated at the tax rates that are expected to apply to the period when the asset is realized, or the liability is settled based upon tax rates that have been enacted or substantively enacted by the Consolidated Statement of Financial Position date. Deferred tax is charged or credited in the Consolidated Statement of Comprehensive (Loss) and Income. |
ACQUISITIONS
ACQUISITIONS | 12 Months Ended |
Dec. 31, 2022 | |
Disclosure of detailed information about business combination [abstract] | |
ACQUISITIONS | ACQUISITIONS Roto Sports On January 1, 2022, the Company acquired 100% of the issued and outstanding equity interests of Roto Sports, Inc. ("Roto Sports"), the operator of RotoWire.com, for consideration of (i) $14,700 in cash, of which $13,500 was transferred to the selling shareholders and $1,200 was transferred to third parties to settle sellers' expenses on behalf of the selling shareholders, (ii) 451,264 unregistered ordinary shares, (iii) $2,500 due on the first anniversary of the closing date of the acquisition, and (iv) $5,300 due on the second anniversary of the closing date of the acquisition. The Company has the option, but not the obligation, to pay up to 50% of each of the deferred payments in unregistered ordinary shares. The principal reason for this acquisition was to accelerate the U.S expansion. During the year ended December 31, 2022, the Company's net cash outflow related to the Roto Sports transaction amounted to $12,701 (net of cash acquired). The Group incurred acquisition-related costs of $531 on legal and consulting fees. These costs were primarily expensed in 2021. Subsequent to the acquisition, the legal entity that was acquired was merged into a newly formed subsidiary of the Group and certain acquired assets and/or liabilities were transferred to other Group subsidiaries. Since the acquisition date, revenue associated with the acquired assets amounted to $7,418. The Company can not break out expenses incurred since the acquisition date. Under the purchase price allocation, the Company recognized goodwill of $10,776, which is calculated as the excess of both the consideration exchanged and liabilities assumed as compared to the fair value of the identifiable assets acquired. The main factors leading to goodwill recognition was a SEO synergy for performance marketing cash generating unit. The goodwill is not expected to be deductible for tax purposes. The values assigned to the assets acquired and liabilities assumed are based on their estimates of fair value available as of January 1, 2022 as calculated by a third-party valuation firm. During the year ended December 31, 2022, unwinding costs of deferred consideration payable for Roto Sports amounted to $325, and resulted in total deferred consideration bala nce of $7,574 as of December 31, 2022, out of which $ 4,774 was the non-current portion and $2,800 was the current portion of the deferred consideration balances, respectively. T he Group expects to incur financial expenses related to unwinding of the deferred consideration until December 2023. Subsequently to the reporting date, on the first anniversary of the acquisition the Group settled consideration of $2,500 in cash to shareholders of Roto Sports (Note 25). The table below outlines the allocation of the purchase price for the acquired identifiable assets and liabilities of Roto Sports resulting in goodwill: Purchase price consideration: Cash paid 14,700 Common shares issued, at fair value 4,600 Deferred consideration, at fair value 7,250 Total acquisition consideration 26,550 Assets acquired: Cash and cash equivalents 1,999 Accounts receivable 760 Prepaid expenses and other current assets 292 Performance marketing, domain names and related websites 2,300 Fantasy sports, domain names and related websites 8,100 Customer base 3,200 Content asset 5,400 Right of use asset 617 Other assets 7 Total assets acquired 22,675 Liabilities assumed: Accounts payable (16) Deferred income (1,120) Lease liability (617) Deferred tax (4,008) Other current liabilities (1,140) Total liabilities assumed (6,901) Total net assets 15,774 Goodwill 10,776 Total acquisition consideration 26,550 Accounts receivable comprise gross contractual amounts due of $1,066, of which $306 was expected to be uncollectible at the date of acquisition. BonusFinder On January 31, 2022, the Company acquired 100% of the issued and outstanding equity interests of NDC Media Limited ("NDC Media"), the operator of BonusFinder.com ("BonusFinder"), for consideration of (i) EUR10,000 ($11,168) in cash, (ii) 269,294 unregistered ordinary shares, (iii) an additional cash payable EUR 3,832 ($4,279) , (iv) an earnout payment up to a maximum of EUR19,000 ($21,850) to be paid in April 2023 based on financial performance during 2022, and (v) a second earnout payment up to a maximum of EUR28,500 ($32,800) to be paid in April 2024 based on certain financial conditions (such as revenue growth and contribution thresholds) being met during 2023. The Company has the option to pay up to 50% of each of the earnout payments in unregistered ordinary shares. The principal reason for this acquisition was to support the growth strategy of the Group in North America. During the year ended December 31, 2022, the Group made a provisional payment of the adjustments for cash, working capital and indebtedness to the shareholders of BonusFinder of $4,116. As of December 31, 2022, the outstanding balance of cash payable amounted to $226. During the year ended December 31, 2022, the Company's net cash outflow related to the BonusFinder acquisition amounted to $10,710 (net of cash acquired). In connection with the acquisition of BonusFinder, certain intangible assets that were purchased as part of the acquisition were transferred immediately post acquisition to another Group subsidiary in accordance with the Group’s intellectual property operational policy allowing the Group to access the deductibility of the assets from tax perspective. The Group considered if a deferred tax liability should be recognized in relation to the transferred assets at the date of acquisition (reflecting to the fact that the assets had no tax base prior to transfer) which would then have been released to the income statement immediately on the completion of the transfer; this would also have increased goodwill arising on the acquisition by the same amount. It was concluded that the transfer of assets formed an integral part of the business combination and there were no significant steps outside of the Group’s control which would affect the ability of the group to access certain tax attributes in respect of the assets, and, accordingly, no deferred tax liability (and associated goodwill) was recognised as there was no difference between the tax and accounting bases following the asset transfer. During the year ended December 31, 2022, the Group incurred acquisition-related costs of $299 on legal and consulting fees and formed a part of general and administrative costs. Since the acquisition date, revenue associated with the acquired assets amounted to $10,400. If the acquisition had occurred on January 1, 2022, management estimates that consolidated revenue would have been $11,150. The Company cannot break out expenses incurred since the acquisition date. Under the purchase price allocation, the Company did not recognize goodwill, which is calculated as the excess of both the consideration exchanged and liabilities assumed as compared to the fair value of the identifiable assets acquired. The values assigned to the assets acquired and liabilities assumed are based on their estimates of fair value available as of January 31, 2022 as calculated by a third-party valuation firm. The fair value of the BonusFinder contingent consideration was computed based on revenue growth expectation and forecasted contribution margins, and utilized the following assumptions as part of the option approach methodology: (i) probability of obtaining the financial conditions ranging from 64-100%, (ii) discount rates ranging from 7.44-7.45%, (iii) inflation rates ranging from 2.16-2.23%, and (iv) volatility of 36.5% as applied to forecasted performance conditions. At the end of each reporting period, the Company will remeasure the fair value of the BonusFinder contingent consideration. During the year ended December 31, 2022, fair value movements on contingent consideration for BonusFinder amounted to EUR10,343 ($10,852), and resulted in total contingent consideration balance of EUR28,614 ($30,675) as of December 31, 2022, out of which EUR10,538 ($11,297) was the non-current portion and EUR18,076 ($19,378) was the current portion of the contingent consideration balances, respectively. The Group expects to incur gains or losses related to change in the fair value of the contingent consideration until December 2023. Sensitivity analysis 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 contingent consideration: Profit or loss Contingent consideration Increase Decrease December 31, 2022 Expected cash flows (10% movement) (2,099) 2,099 Discount rate (10% movement) — — Volatility (10% movement) 100 (100) The table below outlines the allocation of the purchase price for acquired identifiable assets and liabilities for BonusFinder. Since fair values of assets and liabilities identified were equal to the acquisition consideration agreed, no goodwill was recognised in BonusFinders acquisition as disclosed below : Purchase price consideration: Cash paid 11,168 Cash payable 4,279 Common shares issued, at fair value 2,792 Contingent consideration, at fair value 20,437 Total acquisition consideration 38,676 Assets acquired: Cash and cash equivalents 4,574 Accounts receivable and other current assets 1,284 Performance marketing, domain names and related websites 32,051 Customer base 938 Content asset 352 Software 134 Right of use asset 126 Other non-current assets 37 Total assets acquired 39,496 Liabilities assumed: Accounts payable (234) Corporate tax payable (460) Lease liability (126) Total liabilities assumed (820) Total net assets 38,676 Goodwill — Total acquisition consideration 38,676 Accounts receivable comprise gross contractual amounts due of $1,610, of which $326 was expected to be uncollectible at the date of acquisition. |
PROPERTY AND EQUIPMENT
PROPERTY AND EQUIPMENT | 12 Months Ended |
Dec. 31, 2022 | |
Disclosure of detailed information about property, plant and equipment [abstract] | |
PROPERTY AND EQUIPMENT | PROPERTY AND EQUIPMENT COMPUTER LEASEHOLD TOTAL Net book amount at January 1, 2022 433 136 569 Additions 330 — 330 Depreciation charge (170) (20) (190) Translation differences 5 — 5 At December 31, 2022 598 116 714 Cost 1,024 219 1,243 Accumulated depreciation (426) (103) (529) Net book amount at December 31, 2022 598 116 714 Net book amount at January 1, 2021 342 173 515 Additions 305 — 305 Depreciation charge (152) (24) (176) Other movements (36) — (36) Translation differences (26) (13) (39) At December 31, 2021 433 136 569 Cost 738 223 961 Accumulated depreciation (305) (87) (392) Net book amount at December 31, 2021 433 136 569 For the years ended December 31, 2022, 2021 and 2020, cash paid for the acquisition of property and equipment was $330, $305 and $46 respectively. For the years ended December 31, 2022, 2021 and 2020, the Company expensed low value office equipment with a net book value of $11, $36 and nil respectively. The following is the reconciliation of depreciation expense: Year Ended December 31, 2022 2021 2020 Depreciation expensed to technology expenses — 46 13 Depreciation expensed to general and administrative expenses 190 130 110 Total depreciation expense 190 176 123 |
LEASES
LEASES | 12 Months Ended |
Dec. 31, 2022 | |
Presentation of leases for lessee [abstract] | |
LEASES | LEASES Below are the carrying amounts of the Group’s right-of-use assets and lease liabilities and the movements during the year: Right-of-Use Assets Lease Liabilities At January 1, 2022 1,465 1,679 Additions as a part of business combinations 743 743 Additions 96 96 Amortization of right-of-use assets (401) — Interest expense — 182 Payments — (504) Translation differences (85) (124) At December 31, 2022 1,818 2,072 At January 1, 2021 1,799 1,975 Additions 70 70 Amortization of right-of-use assets (279) — Interest expense — 188 Payments — (413) Translation differences (125) (141) At December 31, 2021 1,465 1,679 Lease payments not recognized as a liability The Group has elected not to recognize a lease liability for leases that are short term (with 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 is as follows: Year Ended December 31, 2022 2021 2020 Short-term leases 441 382 203 |
INTANGIBLE ASSETS
INTANGIBLE ASSETS | 12 Months Ended |
Dec. 31, 2022 | |
Disclosure of detailed information about intangible assets [abstract] | |
INTANGIBLE ASSETS | INTANGIBLE ASSETS DOMAIN GOODWILL CUSTOMER CONTENT INTERNALLY DEVELOPED INTANGIBLES TOTAL Net book amount at January 1, 2022 23,922 — — — 1,497 25,419 Additions 6,465 — — — 1,993 8,458 Business combinations (Note 5) 42,599 10,776 6,314 3,562 — 63,251 Amortization charge (1,237) — (1,146) (3,534) (451) (6,368) Translation differences (2,195) 24 (31) (28) (9) (2,239) Net book amount at December 31, 2022 69,554 10,800 5,137 — 3,030 88,521 Cost 76,170 10,800 7,247 3,538 3,686 101,441 Accumulated amortization (6,616) — (2,110) (3,538) (656) (12,920) Net book amount at December 31, 2022 69,554 10,800 5,137 — 3,030 88,521 Net book amount at January 1, 2021 23,543 — — — 17 23,560 Additions 4,110 — — — 1,659 5,769 Amortization charge (1,817) — — — (129) (1,946) Translation differences and other (1,914) — — — (50) (1,964) Net book amount at December 31, 2021 23,922 — — — 1,497 25,419 Cost 29,578 — 1,085 — 1,619 32,282 Accumulated amortization (5,656) — (1,085) — (122) (6,863) Net book amount at December 31, 2021 23,922 — — — 1,497 25,419 As of December 31, 2022 domain names, mobile apps and related websites balance included a fully amortized mobile app with book value $ 6,616 (December 31, 2021: None). For the years ended December 31, 2022, 2021 and 2020, cash paid for the acquisition of intangible assets and capitalized software developments was $8,958, $5,269 and $44, respectively. The following table distinguishes finite and indefinite intangible assets, excluding goodwill, as of December 31, 2022 and 2021: As of December 31, 2022 2021 Net book value of assets with finite useful lives Customer contracts 5,137 — Mobile app — 1,280 Internally developed intangibles 3,030 1,497 Total net book value of assets with finite useful lives 8,167 2,777 Net book value of assets with indefinite useful lives Domain names and related websites 69,554 22,642 Total net book value of intangible assets 77,721 25,419 As of December 31, 2021, the Group had a deferred payment of $500 for the acquisition of domains, which was settled in 2022. The annual impairment testing of indefinite-life intangibles is discussed in Note 4. |
TRADE AND OTHER RECEIVABLES
TRADE AND OTHER RECEIVABLES | 12 Months Ended |
Dec. 31, 2022 | |
Trade and other receivables [abstract] | |
TRADE AND OTHER RECEIVABLES | TRADE AND OTHER RECEIVABLES Year Ended December 31, 2022 2021 Current Trade receivables, net 9,838 4,003 Accrued revenue 575 — Other receivables 353 129 Deposits 263 121 Deferred compensation cost 239 — Prepayments 954 1,244 12,222 5,497 Year Ended December 31, 2022 2021 Trade receivables, gross 10,715 4,145 Credit loss allowance (877) (142) 9,838 4,003 Trade receivables are unsecured and subject to settlement up to 45 days. Details on movements in the allowance are disclosed within Note 3. |
CASH AND CASH EQUIVALENTS
CASH AND CASH EQUIVALENTS | 12 Months Ended |
Dec. 31, 2022 | |
Cash and cash equivalents [abstract] | |
CASH AND CASH EQUIVALENTS | CASH AND CASH EQUIVALENTS Cash and cash equivalents includes 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: Year Ended December 31, 2022 2021 Cash at bank 29,664 51,047 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. |
SHARE CAPITAL
SHARE CAPITAL | 12 Months Ended |
Dec. 31, 2022 | |
Disclosure of classes of share capital [abstract] | |
SHARE CAPITAL | SHARE CAPITAL Total authorized shares of the Company were unlimited and have no par value. SHARES USD Issued and fully paid ordinary shares As at January 1, 2022 33,806,422 — Issue of ordinary shares 2,663,919 — As at December 31, 2022 36,470,341 — As at January 1, 2021 28,556,422 64 Issue of ordinary shares 5,250,000 — Transfer to capital reserve upon change of par value — (64) As at December 31, 2021 33,806,422 — As at January 1, 2020 27,291,543 61 Issue of ordinary shares 1,264,879 3 As at December 31, 2020 28,556,422 64 During the year ended December 31, 2022, the Group issued 720,558 shares as a partial payment of total $7,392 consideration in connection with acquisitions (refer to Note 5). During the year ended December 31, 2022, the Group issued 1,907,377 shares in exchange for warrants exercised and 3,042 in exchange for options exercised. The warrants and options were net exercised. During the year ended December 31, 2022, the board of directors approved and the Group issued 32,942 restricted stock awards to non-executive directors (see Note 14). The fair value of the shares as of grant amounted to $227 In July 2021, the Group issued and sold in its initial public offering 5,250,000 ordinary shares in exchange for total gross cash proceeds of $42,000. Costs attributable to the issue of new equity amounted to $6,090 and were netted against proceeds received. In February 2020, the Group issued and sold 164,269 ordinary shares in exchange for cash proceeds of $500. In June 2020, 115,000 share warrants were exercised, resulting in an increase to share capital of $124. In October 2020, the warrants to purchase 985,610 ordinary shares of the Company at an exercise price of $3.04 per share were cancelled and replaced with rights to subscribe to shares on substantially the same terms. Pursuant to these rights, in December 2020, the Company issued and sold an aggregate of 985,610 of its ordinary shares for gross proceeds of $3,000 to the investor, additional parties nominated by the investor including the Company's lender and some officers and directors, and some of the existing shareholders based on their pre-emptive rights. 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. For the year ended December 31, 2022, 38,708 shares with an average price of $8.98, for a total cost of $0.3 million, have been repurchased since the commencement of this repurchase program. 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 |
CAPITAL RESERVE
CAPITAL RESERVE | 12 Months Ended |
Dec. 31, 2022 | |
Disclosure of classes of share capital [abstract] | |
CAPITAL RESERVE | CAPITAL RESERVE Year Ended December 31, 2022 2021 2020 Opening carrying amount 55,953 19,979 16,007 Share options and warrants exercised (Note 13) 151 — 545 Issue of ordinary shares (Note 11) 7,619 35,910 3,427 Transfer from share capital reserve upon change of par value — 64 — Closing carrying amount 63,723 55,953 19,979 |
SHARE OPTIONS AND WARRANTS RESE
SHARE OPTIONS AND WARRANTS RESERVE | 12 Months Ended |
Dec. 31, 2022 | |
Disclosure Of Share Options And Warrants Reserve [Abstract] | |
SHARE OPTIONS AND WARRANTS RESERVE | SHARE OPTION AND WARRANTS RESERVE As at December 31, 2022, there was a total of 5,562,984 warrants and options outstanding including 1,506,214 warrants and options issued under the 2020 Stock Incentive plan and 4,056,770 under the Founders' Awards granted in 2021 (see Note 14). As at December 31, 2021, there was a total of 7,021,514 warrants and options outstanding including 855,000 warrants and options issued under the 2020 Stock Incentive plan and 4,056,770 under the Founders’ Awards granted in 2021. The remaining balance relates to warrants granted to executives, including officers, in prior years. As at December 31, 2020, there was a total of 2,854,744 warrants and options outstanding including 745,000 warrants and options issued under the 2020 Stock Incentive Plan (see Note 14). Changes in the share option and warrants reserve are as follows: OPTIONS USD As at January 1, 2022 7,021,514 2,442 Share options expense — 2,050 Share options granted 875,544 1,082 Share options and warrants exercised (Note 12) (2,114,744) (151) Share warrants repurchased (200,000) (1,012) Share options forfeited (19,330) — As at December 31, 2022 5,562,984 4,411 As at January 1, 2021 2,854,744 296 Share options and warrants expense — 640 Share options granted 4,186,770 645 Modification of share warrants — 869 Share options forfeited (20,000) (8) As at December 31, 2021 7,021,514 2,442 As at January 1, 2020 3,345,354 621 Share options and warrants issued 745,000 220 Share warrants exercised (115,000) (2) Share warrants cancelled and replaced with new shares (985,610) (541) Share warrants repurchased (135,000) (2) As at December 31, 2020 2,854,744 296 |
SHARE-BASED PAYMENTS
SHARE-BASED PAYMENTS | 12 Months Ended |
Dec. 31, 2022 | |
Disclosure of terms and conditions of share-based payment arrangement [abstract] | |
SHARE-BASED PAYMENTS | SHARE-BASED PAYMENTS On October 22, 2020, the Company’s shareholders, in an extraordinary general meeting, approved the 2020 Stock Incentive Plan (“the Plan”). Under the Plan, employees, officers, directors, consultants and advisors, on the grant date are eligible to purchase share warrants or receive share options, which 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. According to the Plan, awards may be made for up to 2,176,128 shares as of December 31, 2022, increasing by 2% of the outstanding common shares at the beginning of each year, of the Company’s shares of common stock. 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 common stock not being issued, the unused common stock 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 “Founder 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 December 31, 2022, the performance conditions were not met for any of the tranches. The number of awards outstanding under the Plan and the Founders’ Awards as at December 31, 2022, 2021, and 2020 is as follows: NUMBER WEIGHTED Awards outstanding as at January 1, 2022 4,911,770 7.49 Granted 875,544 9.89 Forfeited (19,330) 9.89 Repurchased (200,000) 3.52 Exercised (5,000) 3.52 Awards outstanding as at December 31, 2022 5,562,984 8.03 Awards exercisable as at December 31, 2022 376,563 6.73 Awards outstanding as at January 1, 2021 745,000 3.52 Granted 4,186,770 8.18 Forfeited (20,000) 3.52 Awards outstanding as at December 31, 2021 4,911,770 7.49 Awards exercisable as at December 31, 2021 127,188 3.52 Awards outstanding as at January 1, 2020 — — Granted 745,000 3.52 Awards outstanding as at December 31, 2020 745,000 3.52 Awards exercisable as at December 31, 2020 — — Determination of Fair Value of Options and Warrants During year ended December 31, 2022, the Company granted options to employees for 700,000 shares subject to continuous employment during the vesting period. The options were valued using Black-Scholes model with the main input data being volatility between 45% and 50%, risk free rates of 3.78% and 1.47%, and expected weighted average time to vest is 4.6 years. The exercise price and share price were between $7.53 and $11.68 per share. During year ended December 31, 2022, the Company granted options to the board of directors of the Company for 175,544 shares subject to continuous employment during the vesting period. The options were valued using Black-Scholes model with the main input data being volatility of 50%, risk free rates between 1.62% and 2.74%, and expected weighted average time to vest is between 3.8 years and 4.3 years. The exercise price and share price were between $7.87 and $9.27 per share. In July 2021, the Company granted options for 4,056,770 shares subject to performance vesting under the Founders' Award. Each option is divided in twelve tranches 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. The share options tranches were valued individually using Monte Carlo simulations with the main input data being volatility of 55%, risk free rate of 1.24%, holding restriction discount of 20% and expected weighted average time to vest is 6.62 years. The exercise price for each tranche is $8.00 per share. The weighted average fair value was determined at $1.92 per share as at measurement date. As of December 31, 2022 the performance conditions were not achieved for any of the tranches. In September 2021, the Company granted options to an employee for 10,000 shares subject to continuous employment during the vesting period. The option was valued using Black-Scholes model with the main input data being volatility of 55%, risk free rate of 0.94%, and expected weighted average time to vest is 6.1 years. The exercise price and share price are $12.91 per share. In November 2021, the Company granted options to certain employees for 120,000 shares subject to continuous employment during the vesting period. The options were valued using Black-Scholes model with the main input data being volatility of 55%, risk free rates of 1.19% and 1.23%, and expected weighted average time to vest is 4.6 years. The exercise price and share price were between $14.61 and $14.71 per share. As of December 31, 2020, one of the warrants provides for contingent net settlement in cash as a forward instrument, with the net settlement price based on a formula, in the event of termination of the holder’s employment within a stated period. This warrant was considered to be cash-settled and was liability-classified. The fair value of this warrant was determined at each statement of financial position date, with fair value recognized over the expected service period and changes recognized in profit and loss, using the Black-Scholes option pricing model. The fair value per share for this warrant as of December 31, 2020 of EUR 0.67 was determined using the Black-Scholes model with the main inputs being volatility of 55%, an expected life of 3.89 years and an annual risk-free interest rate of 0.17%. The exercise price for this warrant is EUR 3.01 per share. The remaining inputs are consistent with the below option table for 2020. In June 2021, the liability-classified warrant issued in November 2020 was modified to additionally allow net-share settlement in the event of the holder’s employment termination. The Company has the right to choose between settlement on a net-share or net-cash basis. Accordingly, effective in June 2021, the warrant qualified for recognition as an equity instrument. The carrying value of the warrant liability of $869 was reclassified as equity at the modification date (December 31, 2020: the carrying value of the warrant amounted to $151 and was recognized as a liability). During the year ended December 31, 2022, the Group repurchased all 200,000 warrants at fair value for cash consideration of $800; the remaining costs in relation to the warrant of $212 was recognized directly in the retained earnings reserve. As of the modification date, the fair value per share for these warrants of EUR 3.66 ($4.43) was determined using the Black-Scholes model with the main data inputs being volatility of 60%, an expected life of 3.4 years and an annual risk-free interest rate of 0.51%. The exercise price for these warrants is EUR 3.01 ($3.65) per share and the share price was EUR 7.13 ($8.64) per share. Weighted average assumptions used in the Black-Scholes option pricing model to determine the fair value of other options and warrants granted during the year ended December 31 are as follows: Year Ended December 31, 2022 2021 2020 Exercise price, USD 9.89 8.18 3.52 Share price, USD 9.89 8.18 4.22 Risk fee interest rate 2.21 % 1.20 % 0.41 % Expected volatility 49 % 55 % 55 % Expected option term, years 4.48 6.56 5.16 Dividend yield 0 % 0 % 0 % Expected volatility is based on historical volatility of comparable companies. As of December 31, 2022 and 2021, the weighted average remaining contractual life for options and warrants issued as share based payments was 8.01 and 8.98 years, respectively. The range of exercise prices for options and warrants issued as share based payments was $7.53 to $11.68 per share, $8.00 to $14.71 per share and $3.52 to EUR3.01 per share as of December 31, 2022, December 31, 2021, and December 31, 2020 respectively. Restricted shares During the twelve months ended December 31, 2022, the board of directors approved and the Group issued 32,942 restricted share awards to non-executive directors. The shares were valued using the Finnerty model with the main input data being underlying issued prices between $7.87 and $9.27 per share, and restricted period between one The Group recorded share-based payment expense related to the restricted share awards of $82 for the year ended December 31, 2022. At December 31, 2022, there was $124 of total unrecognized compensation cost related to restricted share awards. Share-based Payment Expense Year Ended December 31, 2022 2021 2020 Equity classified share options, warrants expense 3,132 1,286 232 Restricted shares expense 82 — Liability classified warrants' expense — 709 139 Share-based payment expense 3,214 1,995 371 Share-based Payment Reserve Share-based payment reserve is included within the share option and warrants reserve (see Note 13). |
BORROWINGS
BORROWINGS | 12 Months Ended |
Dec. 31, 2022 | |
Borrowings [abstract] | |
BORROWINGS | BORROWINGS Below is the carrying amount of the Group’s term loan and the movements during the years ended December 31, 2022 and 2021: Year Ended December 31, 2022 2021 As at January 1, at fair value 5,944 5,960 Interest accrued (Note 20) 464 480 Amortization of issuance costs 31 34 Interest paid (458) (509) Repayment of principal (6,000) — Translation differences 19 (21) As at December 31, at fair value — 5,944 As of December 31, 2022 and 2021, the total outstanding borrowings are as follows: As at December 31, 2022 2021 Non-current — — Current — 5,944 Total — 5,944 |
TRADE AND OTHER PAYABLES
TRADE AND OTHER PAYABLES | 12 Months Ended |
Dec. 31, 2022 | |
Trade and other payables [abstract] | |
TRADE AND OTHER PAYABLES | TRADE AND OTHER PAYABLES AS AT 2022 2021 Non-current Accruals 290 — Current Trade payables (i) 1,235 1,045 Accruals 4,292 1,968 Indirect taxes 703 256 Other payables 112 22 6,342 3,291 (i) Trade payables balance is unsecured, interest-free and settled within 60 days from incurrence. |
DEFERRED TAX
DEFERRED TAX | 12 Months Ended |
Dec. 31, 2022 | |
Disclosure Of Deferred Tax [Abstract] | |
DEFERRED TAX | DEFERRED TAX Deferred tax assets and liabilities are offset when they relate to the same fiscal authority, and there is a legally enforceable right to offset current tax assets against current tax liabilities. 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. Deferred tax assets and liabilities are presented net on a consolidated basis within a tax jurisdiction when there is a legally enforceable right to fiscal consolidation. As at December 31, 2022, deferred tax is presented on a gross basis in the consolidated statement of financial position. The following amounts determined after appropriate offsetting are shown in the consolidated statement of financial position: As At December 31, 2022 2021 Deferred tax asset 5,832 7,028 Deferred tax liability (2,179) — Deferred tax asset, net 3,653 7,028 The change in the deferred income tax account is as follows: As At December 31, 2022 2021 Deferred tax , net at the beginning of the period 7,028 5,778 Business combination (Note 5) (4,008) — Credited to the consolidated statement of comprehensive income 1,012 1,770 Translation differences (379) (520) Deferred tax, net at the end of the period 3,653 7,028 Deferred taxes are calculated on temporary differences under the liability method using the principal tax rate within the relevant jurisdiction. The balance is comprised of the following: As At December 31, 2022 2021 Intangible assets - deferred tax assets 5,742 6,481 Intangible assets - deferred tax liability (3,151) — Trading losses and other allowances 1,062 547 Net deferred tax assets 3,653 7,028 At December 31, 2022, the Group had unutilized trading losses and other allowances of $39,987 of which $34,129 were not recognized based on management’s performance projections for 2023 - 2027 and the related ability to utilize the tax losses resulting in a recognition of a deferred tax asset of $1,062. At December 31, 2022, the Group had unutilized capital allowances of $73,079 related to intangible assets, of which $27,035 were not recognized based on management’s performance projections for 2023 – 2027 and related ability to utilize capital allowance resulting in a recognition of a deferred tax asset of $5,742. At December 31, 2022, deferred tax liability amounted to $2,179 and related to intangible assets acquired as a part of Roto Sports acquisition (Note 5). At December 31, 2021, the Group had unutilized trading losses and other allowances of $31,508 of which $20,576 were not recognized based on management’s performance projections for 2022 – 2026 and the related ability to utilize the tax losses resulting in deferred tax asset recognition of $547. At December 31, 2021, the Group had unutilized capital allowances of $93,409 related to intangible assets, a net increase of $28,000 during the year as a result of a step up in the intangible assets' value after the public offering in July 2021. A balance of $41,554 was not recognized based on management’s performance projections for 2022 – 2026 and related ability to utilize capital allowance resulting in a recognition of a deferred tax asset of $6,481. |
REVENUE
REVENUE | 12 Months Ended |
Dec. 31, 2022 | |
Revenue [abstract] | |
REVENUE | 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 year ended December 31, 2022, our top ten customers accounted for 50% of our revenue but no revenues were generated above 10% from a single customer. For the year ended December 31, 2021, our top ten customers accounted for 52% of our revenue and our two largest customers accounted for 13% and 10% of our revenue. For the year ended December 31, 2020, our top ten customers accounted for 55% of our revenue and our largest customer accounted for 20% of our revenue. The Group presents revenue as disaggregated by market based on the location of the end user as follows: Year Ended December 31, 2022 2021 2020 U.K. and Ireland 28,151 21,391 16,189 Other Europe 8,909 10,800 5,252 North America 35,923 7,484 3,959 Rest of the world 3,524 2,648 2,580 Total revenues 76,507 42,323 27,980 The Group presents disaggregated revenue by monetization type as follows: Year Ended December 31, 2022 2021 2020 Performance marketing 61,983 37,803 27,093 Subscription 6,438 — — Advertising and other 8,086 4,520 887 Total revenues 76,507 42,323 27,980 The Group also tracks its revenues based on the product type from which it is derived. Revenue disaggregated by product type is as follows: Year Ended December 31, 2022 2021 2020 Casino 50,923 35,632 24,135 Sports 25,086 6,188 3,210 Other 498 503 635 Total revenues 76,507 42,323 27,980 |
OPERATING EXPENSES
OPERATING EXPENSES | 12 Months Ended |
Dec. 31, 2022 | |
Material income and expense [abstract] | |
OPERATING EXPENSES | OPERATING EXPENSES Sales and marketing expenses Year Ended December 31, 2022 2021 2020 People costs 17,587 8,362 4,515 Employees' bonuses related to acquisition 628 — — External marketing expenses 4,126 2,070 1,208 Amortization of intangible assets 5,949 1,817 1,817 Share option charge 417 524 63 External content 3,166 1,031 — Other 1,867 263 500 Total sales and marketing expenses 33,740 14,067 8,103 Technology expenses Year Ended December 31, 2022 2021 2020 People costs 5,077 3,296 2,183 Depreciation of property and equipment — 46 13 Amortization of intangible assets 419 129 15 Share option charge 20 — 91 Software and subscriptions 671 219 — Other 577 257 201 Total technology expenses 6,764 3,947 2,503 General and administrative expenses Year Ended December 31, 2022 2021 2020 People costs 7,981 4,044 3,114 Share option charge 2,777 1,471 217 Depreciation of property and equipment 190 130 110 Amortization of right-of-use assets 401 279 272 Short term leases 441 382 203 Legal and consultancy fees 4,177 2,590 928 Acquisition related costs 539 520 — Accounting and legal fees related to offering — 963 724 Costs related to lease termination — — 155 Employees’ bonuses related to offering — 1,085 — Insurance 655 384 — Other 2,358 1,166 233 Total general and administrative expenses 19,519 13,014 5,956 Contributions to defined contribution plans of $723, $Nil and $Nil are included in people costs for the year ended December 31, 2022, 2021 and 2020. Fair value movements on contingent consideration The fair value movement on contingent consideration is directly associated with the acquisition of BonusFinder. The Group expects to incur gains or losses related to the contingent consideration until December 2023 (see Note 5). |
FINANCE INCOME AND FINANCE EXPE
FINANCE INCOME AND FINANCE EXPENSES | 12 Months Ended |
Dec. 31, 2022 | |
Disclosure Of Finance Income And Expenses [Abstract] | |
FINANCE INCOME AND FINANCE EXPENSES | FINANCE INCOME AND FINANCE EXPENSES Year Ended December 31, 2022 2021 2020 Finance Income (foreign exchange gain) 2,322 2,581 303 Finance expense consists of the following: Foreign exchange loss 225 1,041 173 Interest expense on borrowings 464 480 1,521 Interest expense on lease liabilities 182 188 204 Unwinding of deferred consideration 325 — — Warrants repurchase — — 157 Other finance results 103 100 44 Total finance expenses 1,299 1,809 2,099 Net finance income (loss) 1,023 772 (1,796) |
BASIC AND DILUTED INCOME PER SH
BASIC AND DILUTED INCOME PER SHARE | 12 Months Ended |
Dec. 31, 2022 | |
Earnings per share [abstract] | |
BASIC AND DILUTED INCOME PER SHARE | BASIC AND DILUTED INCOME PER SHARE Basic net income per share is calculated by dividing net income by the weighted average number of ordinary shares outstanding during the year. Year Ended December 31, 2022 2021 2020 Net income for the period attributable to shareholders 2,390 12,453 15,151 Weighted-average number of ordinary shares, basic 35,828,204 30,886,559 27,595,446 Net income per share attributable to shareholders, basic 0.07 0.40 0.55 Net income for the period attributable to shareholders 2,390 12,453 15,151 Weighted-average number of ordinary shares, diluted 38,212,108 33,746,536 30,879,550 Net income per share attributable to shareholders, diluted 0.06 0.37 0.49 The calculation of diluted income per share has been based on the following weighted-average number of ordinary shares outstanding after adjustment for the effect of all dilutive potential ordinary shares: Year Ended December 31, 2022 2021 2020 Weighted-average number of ordinary shares, basic 35,828,204 30,886,559 27,595,446 Effect of share options and warrants on issue 1,003,403 2,859,977 3,284,104 Effect of contingently issuable ordinary shares related to business combinations 1,380,501 — — Weighted-average number of ordinary shares, diluted 38,212,108 33,746,536 30,879,550 Common stock warrants and options to purchase 5,562,984, 7,021,514 and 2,854,744 ordinary shares were outstanding at December 31, 2022, 2021 and 2020, respectively, that could potentially be dilutive in the future (Note 13). At December 31, 2022, 4,744,760 options (2021: 4,056,770; 2020: nil) and 617,322 (2021, 2020: nil) contingently issuable ordinary shares were excluded from the diluted weighted-average number of ordinary shares calculation because their effect would have been anti-dilutive. |
TAX CHARGE (CREDIT)
TAX CHARGE (CREDIT) | 12 Months Ended |
Dec. 31, 2022 | |
Major components of tax expense (income) [abstract] | |
TAX CHARGE (CREDIT) | TAX CHARGE (CREDIT) Year Ended December 31, 2022 2021 2020 Current tax expense 1,522 1,481 978 Deferred tax benefit (Note 17) (1,012) (1,770) (5,377) 510 (289) (4,399) For the years ended December 31, 2022, 2021 and 2020, the effective tax rate of the Group amounted to 17.6%, (2.4)% and (40.9)%, respectively, as follows: Year Ended December 31, 2022 2021 2020 Income before tax 2,900 12,164 10,752 Effective tax expense 3,190 608 538 Tax effects of: Disallowed expenses (credits) 1,722 239 (692) Unrecognized deferred tax (4,121) (939) (1,892) Change in estimates related to prior periods 67 — — Tax incentives (300) — — Income subject to other tax rates — (273) (2,144) Other (48) 76 (209) 510 (289) (4,399) |
RELATED PARTY TRANSACTIONS
RELATED PARTY TRANSACTIONS | 12 Months Ended |
Dec. 31, 2022 | |
Related party transactions [abstract] | |
RELATED PARTY TRANSACTIONS | RELATED PARTY TRANSACTIONS Related parties comprise the Group’s significant shareholders (beneficial owners of more than 5% of any class of the Group’s voting securities), directors and executive officers, and immediate family members of the foregoing persons. Related party transactions are approved by the Group’s Audit Committee or board of directors in accordance with the Group’s Related Party Transactions Policy. Directors’ and key management emoluments Key management personnel are those persons having authority and responsibility for planning, directing and controlling the activities of the Group, including directors. Compensation paid or payable to key management formed a part of general and administrative costs, and was comprised of the following: Year Ended December 31, 2022 2021 2020 Remuneration to key management and executive directors 4,699 3,897 1,379 Non-executive directors’ fees 958 401 246 5,657 4,298 1,625 The emoluments paid to the Directors(executive and non-executive) during the years ended December 31, 2022, 2021 and 2020 amounted to $2,006, $1,202 and $834, respectively. The following transactions were carried out with related parties: Year Ended December 31, 2022 2021 2020 Expenses Remuneration paid as consultancy fees 1,780 1,874 874 Share option charges 2,278 1,345 — Salaries and wages 1,599 1,079 751 Other expenses 8 20 16 5,665 4,318 1,641 As at December 31, 2022 and 2021, the balance outstanding to key management and non-executive directors was $1,399 and $584, respectively and is included within accruals. As at December 31, 2022 and 2021 the following stock options and warrants were held by related parties: 2022 2021 Key management, executive directors and non-executive directors 4,662,930 6,216,514 In 2021 the Company granted 4,056,770 share options under the Founders' Award (Note 13). In 2022 the Company granted 400,000 share options to a key executive (Note 13). |
PERSONNEL
PERSONNEL | 12 Months Ended |
Dec. 31, 2022 | |
Number and average number of employees [abstract] | |
Summary of Average Number of Employees | PERSONNEL The average number of employees, including executive and non-executive directors, during the year was as follows: Year Ended December 31, 2022 2021 2020 Executive director 1 1 1 Non-executive directors 6 6 5 Sales and marketing employees 191 96 57 Technology employees 91 58 30 General and administrative employees 57 25 18 346 186 111 |
EVENTS AFTER THE REPORTING PERI
EVENTS AFTER THE REPORTING PERIOD | 12 Months Ended |
Dec. 31, 2022 | |
Events After The Reporting Period [Abstract] | |
EVENTS AFTER THE REPORTING PERIOD | EVENTS AFTER THE REPORTING PERIODIn January 2023, the Group paid deferred consideration for Roto Sports. of $2,500. See Note 5 for a complete discussion of this acquisition. |
SUMMARY OF SIGNIFICANT ACCOUN_2
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) | 12 Months Ended |
Dec. 31, 2022 | |
Summary Of Significant Accounting Policies [Abstract] | |
BASIS OF PREPARATION | BASIS OF PREPARATION The consolidated financial statements of the Group have been prepared in conformity with International Financial Reporting Standards (“IFRS”) as issued by the International Accounting Standards Board (“IASB”) and as adopted by the European Union (“EU”), and were approved and authorized for issuance by the Board of Directors on March 23, 2023. |
Standards Issued but Not Yet Effective | Standards Issued but Not Yet Effective There were a number of standards and interpretations which were issued but not yet effective at December 31, 2022 and have not been adopted for these 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 on or after January 1, 2023: ▪ Amendments to IAS 1, Presentation of Financial Statements and IFRS Practice Statement 2: Disclosure of Accounting policies ▪ Amendments to IAS 8, Definition of Accounting Estimates ▪ Amendments to IFRS 17, Insurance Contracts |
BASIS OF CONSOLIDATION | BASIS OF CONSOLIDATION The consolidated financial statements comprise the financial statements of the Group as of December 31, 2022 and 2021 and for each of the three years in the period ended December 31, 2022, 2021 and 2020. Subsidiaries are entities controlled by the Company. The Company controls an entity when it is exposed to, or has rights to, variable returns from its involvement with the entity and has the ability to affect those returns through its power over the entity. The financial statements of subsidiaries are included in the consolidated financial statements from the date that control commences until the date that control ceases. Accounting policies of subsidiaries have been changed where necessary to ensure consistency with the policies adopted by the Group. Control is reassessed whenever facts and circumstances indicate that there are changes in control. All intra-Group assets and liabilities, equity, income, expenses and cash flows relating to transactions between members of the Group are eliminated in full on consolidation. The material subsidiaries of the Company, all of which have been included in these consolidated financial statements, are as follows: NAME PRINCIPAL ACTIVITIES COUNTRY OF INCORPORATION OWNERSHIP % GDC Media Limited Digital marketing Ireland 100 GDC Malta Limited Digital marketing Malta 100 GDC America Inc. Digital marketing United States 100 Roto Sports Inc. Digital marketing United States 100 NDC Media Limited Digital marketing Malta 100 |
BASIS OF GOING CONCERN | BASIS OF GOING CONCERN The accompanying consolidated financial statements have been prepared on a going concern basis, which contemplates the realization of assets and satisfaction of liabilities in the normal course of business. The Group is required to evaluate whether there are any material uncertainties related to events or conditions that may cast significant doubt about the Group’s ability to continue as a going concern for a period of at least, but not limited to, 12 months from the date of issuance of the financial statements. An entity’s ability to continue as a going concern is assumed absent significant information to the contrary. If there are indications that there could be significant doubt about the entity’s ability to continue as a going concern for a reasonable period of time, then a detailed analysis must be performed. This evaluation includes an assessment of whether the Company can continue to meet its obligations as they become due without substantial disposition of assets outside the ordinary course of business, restructuring of debt, revisions of its operations or similar actions. |
BUSINESS COMBINATIONS | BUSINESS COMBINATIONS The Group accounts for business combinations using the acquisition method when the acquired set of activities and assets meets the definition of a business and control is transferred to the Group. In determining whether a particular set of activities and assets is a business, the Group assesses whether the set of assets and activities included, at a minimum, an input and substantive process and whether the acquired set has the ability to produce the output. |
FOREIGN CURRENCY TRANSLATION | FOREIGN CURRENCY TRANSLATION The following exchange rates were used to translate the financial statements of the Group into USD from Euros: PERIOD END (1) AVERAGE FOR BEGINNING LOW HIGH Year Ended December 31: (EUR per USD) 2022 0.93 0.95 0.88 0.87 1.05 2021 0.88 0.85 0.81 0.81 0.89 2020 0.81 0.88 0.89 0.81 0.93 (1) Exchange rates are as per European Central Bank. (2) The average is based on published rates refreshed daily by the European Central Bank. Transactions and Balances Foreign currency transactions are translated into the functional currency using the exchange rates prevailing at the dates of the transactions. Foreign exchange gains and losses resulting from the settlement of such transactions and from the translation at period-end exchange rates of monetary assets and liabilities denominated in foreign currencies are recognized in the consolidated statement of comprehensive income. Translation into Reporting Currency |
PROPERTY AND EQUIPMENT | PROPERTY AND EQUIPMENT Property and equipment are stated at historical cost less accumulated depreciation and accumulated impairment. Historical cost includes expenditures that are directly attributable to the acquisition of the items. Subsequent costs are included in the assets’ carrying amount or recognized as a separate asset, as appropriate, only when it is probable that future economic benefits associated with the item will flow to the Group and the cost of the item can be reliably measured. All other repairs and maintenance are charged to the consolidated statement of comprehensive income during the financial period in which they are incurred. Depreciation is calculated using the straight-line method to allocate the cost of the assets to their residual values over their estimated useful lives, as follows: Computer and other office equipment 5 years Leasehold improvements The shorter of the remaining lease term or 10 years |
INTANGIBLE ASSETS AND GOODWILL | INTANGIBLE ASSETS AND GOODWILL An intangible asset is recognized if it is probable that the expected future economic benefits that are attributable to the asset will flow to the Group and the cost of the asset can be measured reliably. Intangible assets are initially measured at cost. The cost of a separately acquired intangible asset comprises its purchase price and any directly attributable cost of preparing the asset for its intended use. The cost of acquisition of intangible assets for which the consideration comprises an issue of equity shares is calculated as the fair value of the equity instruments issued in the transaction. Where the cost of a separately acquired intangible asset includes contingent consideration, cost includes the fair value of the contingent consideration as determined on the date of acquisition. Subsequent changes in estimates of the likely outcome of the contingent event are reflected as increases or decreases in the value of the intangible asset. The remaining changes in the value of contingent consideration are recognized as finance expense. Goodwill represents the excess of the cost of a business combination over the Group's interest in the fair value of identifiable assets, liabilities and contingent liabilities acquired. Costs comprises the fair value of assets given, liabilities assumed and equity instruments issued. Goodwill is capitalized as an intangible asset with any impairment in carrying amount being charged to the consolidated statement of comprehensive income. Internally Developed Intangible Assets The Company capitalizes certain development costs related to its technological platform during the development stage. The Company also capitalizes certain costs related to specific upgrades and enhancements when it is probable that expenditures will result in additional functionality of the platform to its customers. The capitalization policy provides for the capitalization of certain payroll and payroll related costs for employees who spent time directly associated with development and enhancements of the technology platform. Expenditures incurred on development activities are capitalized if it can be demonstrated that all the following criteria are met: ▪ It is technically feasible to complete the intangible asset; ▪ Adequate resources are available to complete the development; ▪ There is an intention to complete and use the intangible asset for the provision of services; ▪ The Group is able to use the intangible asset; ▪ Use of the intangible asset will generate probable future economic benefits; and ▪ Expenditures attributable to the intangible asset can be measured reliably. Expenditures related to development activities that do not satisfy the above criteria, including expenditures incurred during the preliminary project stage and post implementation activities, are expensed as incurred in the consolidated statement of comprehensive income. Subsequent expenditure on capitalized intangible assets is capitalized only where it clearly increases the economic benefits to be derived from the asset to which it relates. All other expenditures, including those incurred in order to maintain an intangible asset’s current level of performance, is expensed as incurred. Capitalized intangible assets have a useful life of 60 months, which is reviewed on an annual basis. Capitalized definite-lived intangible assets are amortized over their useful life using straight-line basis. Externally Purchased Intangible Assets Separately acquired intangibles include Internet domain names together with related websites and content, customer contracts and customer base. Domain names together with the related websites and goodwill have an indefinite useful life when there is evidence based on the analysis of the applicable market trends and circumstances, management plans, expected usage and information about the ongoing cash inflows that the asset will be able to generate cash flows to the Group for an indefinite period. Indefinite-life intangibles are not amortized but are tested for impairment annually as of December 31. In addition, the Group reassesses in each period the assumptions underlying the useful life of indefinite-life intangibles and assigns such assets a finite life if indicated by changes in the applicable facts and circumstances. When this happens, the related assets are also tested for impairment. Finite-life domain names and the related assets are amortized using the straight-line method over the estimated period during which they are expected to continue to generate cash flows for the Group. During the years ended December 31, 2022, 2021 and 2020, the Group had one finite-life mobile apps intangible asset, amortized straight-line over its estimated useful life of 48 months. Customer contracts have a useful life of 12 – 24 months, which are reviewed on an annual basis. Customer contracts are amortized over their useful life using the straight-line method. Customer base has a useful life of 16 years, which are reviewed on an annual basis. Customer base is amortized over their useful life using the straight-line method. Content assets recognized as a part of business combinations have a useful life of 1 year, and are amortized over their useful life using straight-line method. |
IMPAIRMENT ASSESSMENT | IMPAIRMENT ASSESSMENT Assets are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount may not be recoverable. Assets that have an indefinite useful life (which are not subject to amortization) are tested annually for impairment. For the purposes of impairment assessment, assets are grouped at the lowest level which generates cash inflows that are largely independent of the cash inflows of the remaining assets (cash-generating units, or “CGU”s). Acquired goodwill is allocated to the cash generating unit that is expected to benefit from the synergy of the combination and tested for impairment as a part of the CGU. Through December 31, 2022, substantially all of the Group’s cash inflows have been generated from performance marketing assets and fantasy sports assets. Following the completed business combinations, the Group determined it has two cash-generating units. As of December 31, 2022 , the Group tested its performance marketing and fantasy sports indefinite-life intangible assets separately for impairment. For the purpose of impairment testing, a full balance of goodwill of $10,800 was allocated to performance marketing cash generating unit. The carrying amount of intangible assets (excluding goodwill) with indefinite useful lives have been allocated to the Group’s cash generating units as follows: As at December 31, 2022 2021 Performance marketing, domain names and related websites 61,454 22,642 Fantasy sports, domain names and related websites 8,100 — 69,554 22,642 An impairment loss is recognized as the difference between the carrying amount of the cash-generating unit and its recoverable amount and is accounted for in the consolidated statement of comprehensive income in the period identified. The recoverable amount is the higher of the fair value less costs to sell and value in use. Where the fair value of an asset less its costs to sell are determinable, and the fair value less costs to sell are estimated to be close to its value in use, the recoverable amount can be assessed for an individual asset. In this instance, an impairment may be recognized at an individual asset level where the fair value less costs to sell and value in use are both negligible. The recoverable amount of the performance marketing cash-generating unit was determined with value-in-use calculations, and was based on projected cash flows for 2023—2033 in which an average annual rate of growth between 3% and 20% was assumed and a long-term sustainable growth rate of 3% was applied. The management concluded that the 10 year projected cash flows is appropriate as it reflects the period until which the company reaches normalized level of growth. The projected cash flows were discounted using a discount rate of 15%. The effective tax rate was estimated at 15%. The recoverable amount of the fantasy sports cash-generating unit was determined with value-in-use calculations, and based on projected cash flows for 2023-2033 in which an average annual rate of growth between 3% and 24% was assumed and a long-term sustainable growth rate of 3% was applied. The management concluded that the 10 year projected cash flows is appropriate as it reflects the period until which the company reaches normalized level of growth. The projected cash flows were discounted using a discount rate of 15%. The effective tax rate was estimated between 0% and 25%. The methods for determining the significant inputs and assumptions are based on experience and expectations regarding market performance. The Group concluded that the recoverable amount is well in excess of the assets’ carrying amount, and accordingly a sensitivity analysis in this regard is not disclosed. Consequently, the Group concluded no impairment charges were necessary. When a triggering event arises, it may be necessary to test an asset for impairment at an individual asset level. This is the case when the asset’s fair value less costs to sell and value in use are both negligible. As of December 31, 2022, 2021 and 2020, no intangible assets were impaired. |
FINANCIAL ASSETS | FINANCIAL ASSETS Financial assets are classified at initial recognition and subsequently measured at amortized cost, fair value through profit or loss, or fair value through other comprehensive income. The classification of financial assets depends on the assets’ contractual cash flows characteristics and the Group’s model for managing such. Through December 31, 2022, the Group’s financial assets consist of trade and other receivables and cash and cash equivalents. The Group’s objective for holding financial assets is to hold them to collect contractual cash flows, which are solely payment of principal and interest. Accordingly, these assets are accounted for at amortized cost. Expected Credit Loss Assessment and Write-offs The Group recognizes an allowance for Expected Credit Losses (“ECLs”) for all financial assets carried at amortized cost. ECLs are based on the difference between the contractual cash flows due in accordance with the contract and the cash flows that the Group expects to receive. The Group applies the simplified approach in calculating ECLs for trade and other receivables. Therefore, the Group does not track changes in credit risk but instead recognizes a loss allowance based on lifetime ECLs at each reporting date. The Group has established a provision matrix that is based on its historical credit loss experience, adjusted for forward-looking factors specific to the debtors and the economic environment. The assessment is completed at the end of each reporting period. Movements in ECLs, including recoveries, are presented within the consolidated statement of comprehensive loss in the period incurred. At each reporting date, the Group assesses whether financial assets carried at amortized cost are credit-impaired. A financial asset is ‘credit-impaired’ when one or more events that have a detrimental impact on the estimated future cash flows of the financial asset have occurred. Financial assets are written off when there is no reasonable expectation of recovery, such as: ▪ Significant financial difficulty of the issuer or obligor; ▪ A breach of contract, such as a default or delinquency in interest or principal payments; ▪ It becomes probable that the borrower will enter bankruptcy or other financial reorganization; and ▪ Observable data indicating that there is a measurable decrease in the estimated future cash flow from a group of financial assets since the initial recognition of those assets, although the decrease cannot yet be identified with the individual financial assets. When trade and other receivables have been written off, the Group continues to engage in enforcement activities in order to recover the receivable due. If successful, the recoveries are recognized in profit or loss. Derecognition A financial asset is derecognized when: ▪ The rights to receive cash flows from the asset have expired; or |
Trade and other receivables | Trade and other receivables Trade receivables are amounts due from customers for services performed in the ordinary course of business and are classified as current. Other receivables include prepaid expenses and deposits. |
Cash and cash equivalents | Cash and cash equivalents Cash and cash equivalents comprise cash at bank, cash in transit and demand deposits that have maturities of three months or less from inception, are readily convertible to a known amount of cash and are subject to an insignificant risk of changes in value. The carrying value of cash and cash equivalents approximates their fair value based on the short-term nature of such assets and the effect of any fair value differences being negligible. |
FINANCIAL LIABILITIES | FINANCIAL LIABILITIES The Group recognizes a financial liability in its consolidated statement of financial position when it becomes a party to the contractual provisions of the instrument. The Group’s financial liabilities are classified as financial liabilities at fair value through profit or loss and financial liabilities at amortized cost. Financial liabilities are classified as at fair value through profit or loss if they are classified as held-for-trading, it is a derivative or it is designated as such on initial recognition. Financial liabilities at fair value through profit or loss are measured at fair value and net gains and losses, including any interest expense, are recognized in profit or loss on an appropriate basis over the life of the instrument, but no later than when the valuation is wholly supported by observable market data or the transaction is closed out. Financial liabilities not at fair value through profit or loss are recognized initially at fair value net of transaction costs that are directly attributable to the financial liability. Subsequent measurement of the liabilities differs based on the classification originally applied and is described below. The Group derecognizes a financial liability from its consolidated statement of financial position when the obligation specified in the contract or arrangement is discharged, cancelled or expires. Through the year ended December 31, 2022, the Group’s financial liabilities consisted of: Trade and Other Payables Trade payables comprise obligations to pay for goods and services that have been acquired in the ordinary course of business from suppliers. Accounts payable are classified as current liabilities if payment is due within one year or less. If not, they are presented as non-current liabilities. Trade and other payables are recognized initially at fair value and subsequently measured at amortized cost using the effective interest method. Contract Liabilities The Group’s contract liabilities from contracts with customers consist primarily of deferred revenue. Deferred revenue is mainly comprised of subscription fees collected for services not yet performed, and therefore, the revenue has not been recognized. Revenue is recognized over time as the services are performed. |
Contingent consideration | Contingent consideration In January 2022, the Group acquired 100% of the issued and outstanding equity interests of NDC Media Limited ("NDC Media"), the operator of BonusFinder.com. The Group agreed to pay the selling shareholders further determined consideration which is contingent on the acquired assets performance in the two subsequent years. Contingent consideration was measured as of date of acquisition at fair value through profit and loss and classified as Level 3 financial instrument. Contingent consideration is remeasured at each reporting date and subsequent changes in fair value of contingent consideration are recognized in profit or loss as operating expenses. Measurement of the liability is conducted using option approach methodology . |
Deferred consideration | Deferred consideration In January 2022, the Group acquired 100% of the issued and outstanding equity interests of Roto Sports Inc., the operator of Rotowire.com. The Group agreed to pay the selling shareholders further specified in the agreement consideration which was split into two installments and deferred to be paid as at acquisition anniversary date during the two consequential years. Deferred consideration was measured as of date of acquisition at fair value. Subsequent remeasurement of the consideration are being unwound to its present value and are recognized in profit or loss as finance expenses. |
ISSUED CAPITAL AND RESERVES | ISSUED CAPITAL AND RESERVES Share Capital As of the initial public offering date, the Company’s ordinary shares have a nominal value of nil per share. As of the initial public offering date, the balance of share capital was reclassified to capital reserve as a result of the change in nominal value per share. Prior to the completion of the initial public offering, ordinary shares were classified as equity. Share capital includes the nominal value of ordinary shares issued and outstanding. The excess of the consideration received from the issuance of shares over their nominal value is recognized in the capital reserve. Capital Reserve As of the initial public offering date, capital reserve includes consideration received from the issuance of shares and any other contributions made by the shareholders of the Company of a cash or non-cash nature without the issuance of shares. Incremental costs directly attributable to the issuance of new ordinary shares or other shareholder contributions are shown in equity as a deduction, net of tax, from the proceeds. Prior to the initial public offering date, capital reserve comprised of the excess consideration received from the issuance of shares over their nominal value. Treasury shares Treasury shares are shares bought back by the company. The consideration paid, including any directly attributable incremental costs, is deducted from equity attributable to the owners and allocated to a treasury reserve until the shares are cancelled or reissued. Where such ordinary shares are subsequently reissued, any consideration received, net of any directly attributable incremental transaction costs, is included in equity attributable to the owners of the company. Share Option and Warrants Reserve The share option and warrants reserve is used to recognize the value of equity-classified share options and warrants, including share-based payments. Foreign Exchange Translation Reserve Foreign exchange translation reserve comprises foreign currency translation differences arising from the translation of the assets and liabilities of all Group entities from the functional currency into USD, the reporting currency. |
REVENUE RECOGNITION | REVENUE RECOGNITION Performance marketing The Group generates revenue primarily from commissions derived from referrals of prospective players visiting the Group’s websites or mobile apps to the Group’s customers, who are regulated online gambling operators. Depending on the customer, commission revenue may be earned in the form of ongoing revenue-share fees, one-time fee for each acquired player (cost per acquisition, or CPA, fee), or both, which is referred to as hybrid. Revenue-share fees represent a set percentage of net gaming revenues the operator generates over the lifetime of the referred player. Negative revenue share-amounts usually do not carry over into subsequent months. CPA fees are fixed rate fees owed for each player who registers and usually deposits a minimum balance on the operator’s site. Fees generated by each operator during a particular month are paid to the Group shortly after the month-end. The Group transacts with its customers pursuant to the terms of marketing affiliate agreements and/or insertion orders, which typically do not require a minimum number of player referrals nor minimum fees and can be terminated for convenience by either party at any time. Termination or changes in the terms of these agreements do not typically affect the rights of the parties or the fees earned or to be earned with respect to the players previously referred to the operator. The Group considers each player referral to be a separate performance obligation. It is satisfied at the point in time when the referral is accepted by the relevant operator. The Group is not involved in the operator’s delivery of gaming or gambling services to players. Digital marketing activities of the Group and its subsidiaries are primarily to compile and to present content focused on prospective player education and engagement on websites and are not considered distinct services rendered to the operator customers. CPA fees for each player referral are recognized when earned upon acceptance of the referral by the operator. Revenue-share fees for each referral are considered variable consideration and are only recognized to the extent it is probable that no significant reversal of cumulative revenue recognized for this referral will occur when the ultimate fees are known. Although performance is complete when the referral is accepted, the ultimate revenue-sharing fees from the referral are subject to significant uncertainties, including how long the referred player will remain active, the size and frequency of the wager amounts, and the patterns of wins and losses. These factors vary significantly between markets as well as between individual operators and are further influenced by competition from other entertainment channels, taxation and regulatory developments, disruptive events such as the COVID-19 pandemic, as well as general conditions of the economy. Consequently, revenue-share fees are considered constrained and not included in the transaction price and not recognized until earned during each month based on the relevant player’s activities. Revenue-share fees recognized by the Company are based on the revenues generated and expenses incurred by the customers and depend on the customers’ calculations, which could be subject to miscalculations or deliberate misrepresentation. The Company monitors revenues by customer to corroborate the amounts reported. The Group has no material obligations for discounts, incentives or refunds of commissions subsequent to completion of performance obligations. Other revenues are derived from promotion services whereby the Company charges a fixed fee for providing a prominent position to a customer on the Company’s website(s). The Company also generates revenue from fixed tenancy fees for operators who desire to be listed and critically reviewed on the Company’s sites. Control of the promotion service is transferred over time because the operators consume the benefit of the service in real time as it is being rendered. Therefore, these revenues are recognized straight-line over the applicable service period, with variable fees generally recognized as earned. Subscription, advertising and other Following the acquisition of Roto Sports (see Note 5), the Group generates a portion of its revenue from data subscriptions and data syndication whereby a customer subscribes to these services over a period of time. The revenue is recognized straight-line over the duration of the subscription as the performance obligations are satisfied. The Company records deferred revenue upon execution of subscriptions when the subscription plan requires upfront payment. |
COST OF SALES | COST OF SALES Cost of sales includes license fees incurred as part of agreements with media partners and data and payment processing fees related to subscription access on certain websites of the Group. Such expenses are recognized as incurred. |
FINANCE INCOME AND EXPENSES | FINANCE INCOME AND EXPENSES Finance income comprises of unrealized/realized currency gains. |
CURRENT AND DEFERRED TAX | CURRENT AND DEFERRED TAX The tax expense for the period comprises current and deferred tax. Tax is recognized in profit or loss, except to the extent that it relates to items recognized in other comprehensive income or directly in equity. In this case, the tax is also recognized in other comprehensive income or directly in equity, respectively. Deferred tax is recognized, using the liability method, on temporary differences arising between the tax bases of assets and liabilities and their carrying amounts in the financial statements. However, deferred tax liabilities are not recognized if they arise from the initial recognition of goodwill; deferred tax is not accounted for if it arises from initial recognition of an asset or liability in a transaction other than a business combination that at the time of the transaction affects neither accounting nor taxable profit or loss. Deferred tax is determined using tax rates (and laws) that have been enacted or substantively enacted by the end of the reporting period and are expected to apply when the related deferred tax asset is realized, or the deferred tax liability is settled. Deferred tax assets are recognized only to the extent that it is probable that future taxable profit will be available against which the temporary differences can be utilized. |
WARRANTS | WARRANTS Proceeds from the issue of common share purchase warrants (warrants) treated as equity are recorded as a separate component of equity. Costs incurred on the issuance of warrants are netted against proceeds. Warrants issued with common shares are measured at fair value at the date of issue using an appropriate pricing model as indicated in IFRS 9, and incorporates certain input assumptions including the warrant price, risk-free interest rate, expected warrant life and expected share price volatility. The fair value for equity-classified warrants is included in the share option and warrant reserve component of equity and is transferred to share capital and capital reserve on exercise. |
SHARE-BASED PAYMENTS | SHARE-BASED PAYMENTS The Company has operated equity-settled share-based compensation plans since 2020. Through these plans, the Group has received services from employees and consultants as consideration for equity instruments (options or restricted shares) of the Company. The fair value of the assets acquired, or services received in exchange for the grant of the options or ordinary shares is recognized as an expense. The total amount to be expensed is determined by the fair value of the options or shares granted, which is estimated: ▪ Including the impact of any market performance conditions (for example, an entity’s share price); ▪ Excluding the impact of any service and non-market performance vesting conditions (for example, profitability, sales growth targets and remaining an employee of the entity over a specified time period); and ▪ Including the impact of any non-vesting conditions (for example, the requirement for employees to hold shares for a specific period of time). At the end of each reporting period, the Company revises its estimates of the number of options that are expected to vest based on the non-market performance and service vesting conditions. For options with market-based performance vesting conditions, the initial amount to be expensed is not revised, unless the grantee’s service is terminated prior to the end of the original estimated period required to satisfy the vesting condition, or unless the vesting conditions are met prior to the end of this period. The Company recognizes the impact of the revision to original estimates, if any, in the consolidated statement of comprehensive income, with a corresponding adjustment to equity. When the options are exercised, the Company, or another entity at the request of the Company, transfers shares to the option holder. For grants of options to the employees and consultants, the fair value of services received is measured by reference to the grant date fair value of the options. During the year ended December 31, 2022 the Group granted restricted shares to non-executive directors. Restricted shares are transferred as of date of grant and being limited to trade between 1 and 3 years from the date of the grant. The shares are fair valued on the date of the grant using Finnerty model, and costs are recognized on straight line basis over the restricted period. In addition, the Board issues warrants to purchase common stock to eligible participants in exchange for cash consideration paid by the recipient at the warrant market value on the grant date. If the warrants are not issued in exchange for consideration at least equal to their fair value on the issuance date, or if the Company funds the purchase of the warrants, the warrants are considered compensation. Such warrants are classified as equity-settled share-based payment transactions if they are to be settled in shares or if the manner of settlement is outside the control of the warrant holder and settlement in shares is expected. Such warrants are measured at fair value on the grant date. The fair value of the warrants is determined using the Black-Scholes option pricing model. At December 31, 2020, one of the warrants provided for contingent net settlement in cash as a forward instrument, with the net settlement price based on a formula, in the event of termination of the holder’s employment within a stated period. This warrant was considered to be cash-settled and was liability-classified as of December 31, 2020. In June 2021, this warrant was reclassified as equity as, through an addendum, it was no longer considered cash-settled. See Note 13 for additional discussion regarding the warrant. |
LEASES | LEASES The Group assesses at contract inception whether a contract is, or contains, a lease. That is, if the contract conveys the right to control the use of an identified asset for a period of time in exchange for consideration. The Group leases office premises in countries of its operation and applies a single recognition and measurement approach for all leases, except for short-term leases and leases of low-value assets. The Group recognizes lease liabilities for future remaining lease payments and right-of-use assets representing the right to use the underlying assets. Right-of-use Assets The Group recognizes a right-of-use asset at the lease commencement date (i.e., the date the underlying asset is available for use). Right-of-use assets are measured at cost less any accumulated depreciation and impairment losses and adjusted for certain remeasurements of lease liabilities. The cost of right-of-use assets includes the amount of lease liabilities recognized, lease payments made at or before the commencement date less any lease incentives received, initial direct costs incurred, and restoration costs. Right-of-use assets are depreciated over the shorter of the lease term or the useful life of the right-of-use asset using the straight-line method. Lease Liabilities At the commencement date of the lease, the Group recognizes lease liabilities measured at the present value of the following payments, when applicable: ▪ Fixed payments (including in-substance fixed payments), less any lease incentives receivable; ▪ Variable lease payments that are based on an index or a rate; ▪ Expected payments under residual value guarantees; ▪ The exercise price of purchase options, where exercise is reasonably certain; ▪ Lease payments in optional renewal periods, where exercise of extension options is reasonably certain; and ▪ Penalty payments for the termination of a lease if the lease term reflects the exercise of the respective termination option. Lease payments are discounted using the incremental borrowing rate that the lessee would have to pay to borrow funds under a secured loan with similar terms to those of the lease, to obtain an asset of value similar to the right-of-use asset in a similar economic environment. During the years ended December 31, 2022, 2021 and 2020, the incremental borrowing rate was estimated at 7%, 8% and 10.5%, respectively. Lease liabilities are subsequently measured at amortized cost using the effective interest method. In addition, the carrying amount of lease liabilities is remeasured if there is a modification, a change in the lease term, or a change in the lease payments (e.g., changes to future payments resulting from a change in an index or rate used to determine such lease payments). |
SEGMENT REPORTING | 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. 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. |
SUMMARY OF SIGNIFICANT ACCOUN_3
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Summary Of Significant Accounting Policies [Abstract] | |
Subsidiaries of Company | The material subsidiaries of the Company, all of which have been included in these consolidated financial statements, are as follows: NAME PRINCIPAL ACTIVITIES COUNTRY OF INCORPORATION OWNERSHIP % GDC Media Limited Digital marketing Ireland 100 GDC Malta Limited Digital marketing Malta 100 GDC America Inc. Digital marketing United States 100 Roto Sports Inc. Digital marketing United States 100 NDC Media Limited Digital marketing Malta 100 |
Summary of Exchange Rates Used to Translate Financial Statements into USD from Euros | The following exchange rates were used to translate the financial statements of the Group into USD from Euros: PERIOD END (1) AVERAGE FOR BEGINNING LOW HIGH Year Ended December 31: (EUR per USD) 2022 0.93 0.95 0.88 0.87 1.05 2021 0.88 0.85 0.81 0.81 0.89 2020 0.81 0.88 0.89 0.81 0.93 (1) Exchange rates are as per European Central Bank. |
Summary of Cost of Assets to Residual Values Over Estimated Useful Lives | Depreciation is calculated using the straight-line method to allocate the cost of the assets to their residual values over their estimated useful lives, as follows: Computer and other office equipment 5 years Leasehold improvements The shorter of the remaining lease term or 10 years |
Disclosure Of Intangible Assets And Goodwill Explanatory | The carrying amount of intangible assets (excluding goodwill) with indefinite useful lives have been allocated to the Group’s cash generating units as follows: As at December 31, 2022 2021 Performance marketing, domain names and related websites 61,454 22,642 Fantasy sports, domain names and related websites 8,100 — 69,554 22,642 |
Summary of Geographic Analysis of Non-current Assets, Excluding Deferred Tax Assets | As at December 31, 2022 and 2021, geographic analysis of the Group’s non-current assets, excluding deferred tax assets, was as follows: As at December 31, 2022 2021 Ireland 66,069 27,247 United States 24,770 186 Malta 214 20 91,053 27,453 |
RISK MANAGEMENT (Tables)
RISK MANAGEMENT (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Risk Management [Abstract] | |
Summary of Credit Risk Exposure | Credit risk arises from cash and cash equivalents and trade and other receivables. The exposure as of the reporting date is as follows: As at December 31, 2022 2021 Trade and other receivables (excluding prepayments and deferred compensation cost) 11,029 4,253 Cash and cash equivalents 29,664 51,047 40,693 55,300 |
Summary of Aging of Trade Receivables | The aging of trade receivables that are past due but not impaired is shown below: As at December 31, 2022 2021 Between one and two months 471 159 Between two and three months 109 15 More than three months 205 7 785 181 |
Summary of Credit Loss Allowance Activity | The activity in the credit loss allowance was as follows: Year Ended December 31, 2022 2021 Balance at the beginning of the period 142 352 Increase (decrease) in credit losses allowance 796 (187) Write offs — — Translation effect (61) (23) Balance at the end of the period 877 142 |
Disclosure of Maturity Analysis for Non-derivative Financial Liabilities | The following tables summarize the maturity profile of the Group’s financial liabilities based on contractual undiscounted payments. Balances due less than 1 year equal their carrying values as the impact of discounting is insignificant, except for contingent consideration which is payable in April 2023. Less than 1 year Between 1 and 2 years More than 2 years TOTAL As of December 31, 2022 Lease liability 554 510 1,445 2,509 Deferred consideration 2,800 5,000 — 7,800 Contingent consideration 19,860 12,471 — 32,331 Trade and other payables 3,328 290 — 3,618 Total 26,542 18,271 1,445 46,258 As of December 31, 2021 Term loan 6,480 — — 6,480 Lease liability 393 386 1,436 2,215 Trade and other payables 3,291 — — 3,291 Total 10,164 386 1,436 11,986 |
ACQUISITIONS (Tables)
ACQUISITIONS (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Disclosure of detailed information about business combination [abstract] | |
Summary of Preliminary Purchase Price Allocation | The table below outlines the allocation of the purchase price for the acquired identifiable assets and liabilities of Roto Sports resulting in goodwill: Purchase price consideration: Cash paid 14,700 Common shares issued, at fair value 4,600 Deferred consideration, at fair value 7,250 Total acquisition consideration 26,550 Assets acquired: Cash and cash equivalents 1,999 Accounts receivable 760 Prepaid expenses and other current assets 292 Performance marketing, domain names and related websites 2,300 Fantasy sports, domain names and related websites 8,100 Customer base 3,200 Content asset 5,400 Right of use asset 617 Other assets 7 Total assets acquired 22,675 Liabilities assumed: Accounts payable (16) Deferred income (1,120) Lease liability (617) Deferred tax (4,008) Other current liabilities (1,140) Total liabilities assumed (6,901) Total net assets 15,774 Goodwill 10,776 Total acquisition consideration 26,550 The table below outlines the allocation of the purchase price for acquired identifiable assets and liabilities for BonusFinder. Since fair values of assets and liabilities identified were equal to the acquisition consideration agreed, no goodwill was recognised in BonusFinders acquisition as disclosed below : Purchase price consideration: Cash paid 11,168 Cash payable 4,279 Common shares issued, at fair value 2,792 Contingent consideration, at fair value 20,437 Total acquisition consideration 38,676 Assets acquired: Cash and cash equivalents 4,574 Accounts receivable and other current assets 1,284 Performance marketing, domain names and related websites 32,051 Customer base 938 Content asset 352 Software 134 Right of use asset 126 Other non-current assets 37 Total assets acquired 39,496 Liabilities assumed: Accounts payable (234) Corporate tax payable (460) Lease liability (126) Total liabilities assumed (820) Total net assets 38,676 Goodwill — Total acquisition consideration 38,676 |
Disclosure of sensitivity analysis of fair value measurement to changes in unobservable inputs, liabilities | 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 contingent consideration: Profit or loss Contingent consideration Increase Decrease December 31, 2022 Expected cash flows (10% movement) (2,099) 2,099 Discount rate (10% movement) — — Volatility (10% movement) 100 (100) |
PROPERTY AND EQUIPMENT (Tables)
PROPERTY AND EQUIPMENT (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Disclosure of detailed information about property, plant and equipment [abstract] | |
Summary of Property and Equipment | COMPUTER LEASEHOLD TOTAL Net book amount at January 1, 2022 433 136 569 Additions 330 — 330 Depreciation charge (170) (20) (190) Translation differences 5 — 5 At December 31, 2022 598 116 714 Cost 1,024 219 1,243 Accumulated depreciation (426) (103) (529) Net book amount at December 31, 2022 598 116 714 Net book amount at January 1, 2021 342 173 515 Additions 305 — 305 Depreciation charge (152) (24) (176) Other movements (36) — (36) Translation differences (26) (13) (39) At December 31, 2021 433 136 569 Cost 738 223 961 Accumulated depreciation (305) (87) (392) Net book amount at December 31, 2021 433 136 569 |
Summary of Reconciliation of Depreciation Expense | The following is the reconciliation of depreciation expense: Year Ended December 31, 2022 2021 2020 Depreciation expensed to technology expenses — 46 13 Depreciation expensed to general and administrative expenses 190 130 110 Total depreciation expense 190 176 123 |
LEASES (Tables)
LEASES (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Presentation of leases for lessee [abstract] | |
Summary of Carrying Amounts of Group's Right-of-use Assets and Lease Liabilities | Below are the carrying amounts of the Group’s right-of-use assets and lease liabilities and the movements during the year: Right-of-Use Assets Lease Liabilities At January 1, 2022 1,465 1,679 Additions as a part of business combinations 743 743 Additions 96 96 Amortization of right-of-use assets (401) — Interest expense — 182 Payments — (504) Translation differences (85) (124) At December 31, 2022 1,818 2,072 At January 1, 2021 1,799 1,975 Additions 70 70 Amortization of right-of-use assets (279) — Interest expense — 188 Payments — (413) Translation differences (125) (141) At December 31, 2021 1,465 1,679 |
Summary of Expense Relating to Payments Not Included in Measurement of Lease Liability | The expense and cash paid relating to payments not included in the measurement of the lease liability is as follows: Year Ended December 31, 2022 2021 2020 Short-term leases 441 382 203 |
INTANGIBLE ASSETS (Tables)
INTANGIBLE ASSETS (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Disclosure of detailed information about intangible assets [abstract] | |
Summary of Intangible Assets | DOMAIN GOODWILL CUSTOMER CONTENT INTERNALLY DEVELOPED INTANGIBLES TOTAL Net book amount at January 1, 2022 23,922 — — — 1,497 25,419 Additions 6,465 — — — 1,993 8,458 Business combinations (Note 5) 42,599 10,776 6,314 3,562 — 63,251 Amortization charge (1,237) — (1,146) (3,534) (451) (6,368) Translation differences (2,195) 24 (31) (28) (9) (2,239) Net book amount at December 31, 2022 69,554 10,800 5,137 — 3,030 88,521 Cost 76,170 10,800 7,247 3,538 3,686 101,441 Accumulated amortization (6,616) — (2,110) (3,538) (656) (12,920) Net book amount at December 31, 2022 69,554 10,800 5,137 — 3,030 88,521 Net book amount at January 1, 2021 23,543 — — — 17 23,560 Additions 4,110 — — — 1,659 5,769 Amortization charge (1,817) — — — (129) (1,946) Translation differences and other (1,914) — — — (50) (1,964) Net book amount at December 31, 2021 23,922 — — — 1,497 25,419 Cost 29,578 — 1,085 — 1,619 32,282 Accumulated amortization (5,656) — (1,085) — (122) (6,863) Net book amount at December 31, 2021 23,922 — — — 1,497 25,419 |
Schedule distinguishes finite and indefinite intangible assets | The following table distinguishes finite and indefinite intangible assets, excluding goodwill, as of December 31, 2022 and 2021: As of December 31, 2022 2021 Net book value of assets with finite useful lives Customer contracts 5,137 — Mobile app — 1,280 Internally developed intangibles 3,030 1,497 Total net book value of assets with finite useful lives 8,167 2,777 Net book value of assets with indefinite useful lives Domain names and related websites 69,554 22,642 Total net book value of intangible assets 77,721 25,419 |
TRADE AND OTHER RECEIVABLES (Ta
TRADE AND OTHER RECEIVABLES (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Trade and other receivables [abstract] | |
Summary of Trade and Other Receivables | Year Ended December 31, 2022 2021 Current Trade receivables, net 9,838 4,003 Accrued revenue 575 — Other receivables 353 129 Deposits 263 121 Deferred compensation cost 239 — Prepayments 954 1,244 12,222 5,497 Year Ended December 31, 2022 2021 Trade receivables, gross 10,715 4,145 Credit loss allowance (877) (142) 9,838 4,003 |
CASH AND CASH EQUIVALENTS (Tabl
CASH AND CASH EQUIVALENTS (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Cash and cash equivalents [abstract] | |
Disclosure Of Cash And Cash Equivalents Details Explanatory | Cash and cash equivalents comprise the following: Year Ended December 31, 2022 2021 Cash at bank 29,664 51,047 |
SHARE CAPITAL (Tables)
SHARE CAPITAL (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Disclosure of classes of share capital [abstract] | |
Summary of Share Capital | Total authorized shares of the Company were unlimited and have no par value. SHARES USD Issued and fully paid ordinary shares As at January 1, 2022 33,806,422 — Issue of ordinary shares 2,663,919 — As at December 31, 2022 36,470,341 — As at January 1, 2021 28,556,422 64 Issue of ordinary shares 5,250,000 — Transfer to capital reserve upon change of par value — (64) As at December 31, 2021 33,806,422 — As at January 1, 2020 27,291,543 61 Issue of ordinary shares 1,264,879 3 As at December 31, 2020 28,556,422 64 |
CAPITAL RESERVE (Tables)
CAPITAL RESERVE (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Disclosure of classes of share capital [abstract] | |
Summary of Capital Reserve | Year Ended December 31, 2022 2021 2020 Opening carrying amount 55,953 19,979 16,007 Share options and warrants exercised (Note 13) 151 — 545 Issue of ordinary shares (Note 11) 7,619 35,910 3,427 Transfer from share capital reserve upon change of par value — 64 — Closing carrying amount 63,723 55,953 19,979 |
SHARE OPTIONS AND WARRANTS RE_2
SHARE OPTIONS AND WARRANTS RESERVE (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Disclosure Of Share Options And Warrants Reserve [Abstract] | |
Summary of Changes in Share Option and Warrants Reserve | Changes in the share option and warrants reserve are as follows: OPTIONS USD As at January 1, 2022 7,021,514 2,442 Share options expense — 2,050 Share options granted 875,544 1,082 Share options and warrants exercised (Note 12) (2,114,744) (151) Share warrants repurchased (200,000) (1,012) Share options forfeited (19,330) — As at December 31, 2022 5,562,984 4,411 As at January 1, 2021 2,854,744 296 Share options and warrants expense — 640 Share options granted 4,186,770 645 Modification of share warrants — 869 Share options forfeited (20,000) (8) As at December 31, 2021 7,021,514 2,442 As at January 1, 2020 3,345,354 621 Share options and warrants issued 745,000 220 Share warrants exercised (115,000) (2) Share warrants cancelled and replaced with new shares (985,610) (541) Share warrants repurchased (135,000) (2) As at December 31, 2020 2,854,744 296 |
SHARE-BASED PAYMENTS (Tables)
SHARE-BASED PAYMENTS (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Disclosure of terms and conditions of share-based payment arrangement [abstract] | |
Summary of Awards Outstanding | The number of awards outstanding under the Plan and the Founders’ Awards as at December 31, 2022, 2021, and 2020 is as follows: NUMBER WEIGHTED Awards outstanding as at January 1, 2022 4,911,770 7.49 Granted 875,544 9.89 Forfeited (19,330) 9.89 Repurchased (200,000) 3.52 Exercised (5,000) 3.52 Awards outstanding as at December 31, 2022 5,562,984 8.03 Awards exercisable as at December 31, 2022 376,563 6.73 Awards outstanding as at January 1, 2021 745,000 3.52 Granted 4,186,770 8.18 Forfeited (20,000) 3.52 Awards outstanding as at December 31, 2021 4,911,770 7.49 Awards exercisable as at December 31, 2021 127,188 3.52 Awards outstanding as at January 1, 2020 — — Granted 745,000 3.52 Awards outstanding as at December 31, 2020 745,000 3.52 Awards exercisable as at December 31, 2020 — — |
Summary of Weighted Average Assumptions used in Black-Scholes Option Pricing Model to Determine Fair Value of Other Options and Warrants Granted | Weighted average assumptions used in the Black-Scholes option pricing model to determine the fair value of other options and warrants granted during the year ended December 31 are as follows: Year Ended December 31, 2022 2021 2020 Exercise price, USD 9.89 8.18 3.52 Share price, USD 9.89 8.18 4.22 Risk fee interest rate 2.21 % 1.20 % 0.41 % Expected volatility 49 % 55 % 55 % Expected option term, years 4.48 6.56 5.16 Dividend yield 0 % 0 % 0 % |
Schedule of Share-based Payment Expense | Share-based Payment Expense Year Ended December 31, 2022 2021 2020 Equity classified share options, warrants expense 3,132 1,286 232 Restricted shares expense 82 — Liability classified warrants' expense — 709 139 Share-based payment expense 3,214 1,995 371 |
Summary of Share-based Payment Reserve | Share-based Payment Reserve |
BORROWINGS (Tables)
BORROWINGS (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Borrowings [abstract] | |
Summary of Carrying Amount of the Group's Term Loan and Movements | Below is the carrying amount of the Group’s term loan and the movements during the years ended December 31, 2022 and 2021: Year Ended December 31, 2022 2021 As at January 1, at fair value 5,944 5,960 Interest accrued (Note 20) 464 480 Amortization of issuance costs 31 34 Interest paid (458) (509) Repayment of principal (6,000) — Translation differences 19 (21) As at December 31, at fair value — 5,944 |
Summary of Non-current and Current Borrowings | As of December 31, 2022 and 2021, the total outstanding borrowings are as follows: As at December 31, 2022 2021 Non-current — — Current — 5,944 Total — 5,944 |
TRADE AND OTHER PAYABLES (Table
TRADE AND OTHER PAYABLES (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Trade and other payables [abstract] | |
Summary of Trade and Other Payables | AS AT 2022 2021 Non-current Accruals 290 — Current Trade payables (i) 1,235 1,045 Accruals 4,292 1,968 Indirect taxes 703 256 Other payables 112 22 6,342 3,291 (i) Trade payables balance is unsecured, interest-free and settled within 60 days from incurrence. |
DEFERRED TAX (Tables)
DEFERRED TAX (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Disclosure Of Deferred Tax [Abstract] | |
Summary of Amounts Determined After Appropriate Offsetting | The following amounts determined after appropriate offsetting are shown in the consolidated statement of financial position: As At December 31, 2022 2021 Deferred tax asset 5,832 7,028 Deferred tax liability (2,179) — Deferred tax asset, net 3,653 7,028 |
Summary of Change in Deferred Income Tax | The change in the deferred income tax account is as follows: As At December 31, 2022 2021 Deferred tax , net at the beginning of the period 7,028 5,778 Business combination (Note 5) (4,008) — Credited to the consolidated statement of comprehensive income 1,012 1,770 Translation differences (379) (520) Deferred tax, net at the end of the period 3,653 7,028 |
Disclosure of Deferred Taxes Calculated on Temporary Differences | Deferred taxes are calculated on temporary differences under the liability method using the principal tax rate within the relevant jurisdiction. The balance is comprised of the following: As At December 31, 2022 2021 Intangible assets - deferred tax assets 5,742 6,481 Intangible assets - deferred tax liability (3,151) — Trading losses and other allowances 1,062 547 Net deferred tax assets 3,653 7,028 |
REVENUE (Tables)
REVENUE (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Revenue [abstract] | |
Summary of Disaggregated Revenue by Market Based on Location, Monetization Type and Product Type | The Group presents revenue as disaggregated by market based on the location of the end user as follows: Year Ended December 31, 2022 2021 2020 U.K. and Ireland 28,151 21,391 16,189 Other Europe 8,909 10,800 5,252 North America 35,923 7,484 3,959 Rest of the world 3,524 2,648 2,580 Total revenues 76,507 42,323 27,980 The Group presents disaggregated revenue by monetization type as follows: Year Ended December 31, 2022 2021 2020 Performance marketing 61,983 37,803 27,093 Subscription 6,438 — — Advertising and other 8,086 4,520 887 Total revenues 76,507 42,323 27,980 The Group also tracks its revenues based on the product type from which it is derived. Revenue disaggregated by product type is as follows: Year Ended December 31, 2022 2021 2020 Casino 50,923 35,632 24,135 Sports 25,086 6,188 3,210 Other 498 503 635 Total revenues 76,507 42,323 27,980 |
Explanation of significant changes in contract assets and contract liabilities | The following table provides contract assets and contract liabilities from contracts with customers: Year Ended December 31, 2022 2021 Contract assets 575 — Contract liabilities (1,692) — Below is the carrying amount of the Group’s contract liability and the movements during the year ended December 31, 2022: Year Ended December 31, 2022 As at January 1 — Business combination (Note 5) 1,120 Amounts included in contract liabilities that was recognised as revenue during the period (3,537) Cash received in advance of performance and not recognized as revenue during the period 4,109 As at December 31 1,692 |
OPERATING EXPENSES (Tables)
OPERATING EXPENSES (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Material income and expense [abstract] | |
Summary of Operating Expenses | Sales and marketing expenses Year Ended December 31, 2022 2021 2020 People costs 17,587 8,362 4,515 Employees' bonuses related to acquisition 628 — — External marketing expenses 4,126 2,070 1,208 Amortization of intangible assets 5,949 1,817 1,817 Share option charge 417 524 63 External content 3,166 1,031 — Other 1,867 263 500 Total sales and marketing expenses 33,740 14,067 8,103 Technology expenses Year Ended December 31, 2022 2021 2020 People costs 5,077 3,296 2,183 Depreciation of property and equipment — 46 13 Amortization of intangible assets 419 129 15 Share option charge 20 — 91 Software and subscriptions 671 219 — Other 577 257 201 Total technology expenses 6,764 3,947 2,503 General and administrative expenses Year Ended December 31, 2022 2021 2020 People costs 7,981 4,044 3,114 Share option charge 2,777 1,471 217 Depreciation of property and equipment 190 130 110 Amortization of right-of-use assets 401 279 272 Short term leases 441 382 203 Legal and consultancy fees 4,177 2,590 928 Acquisition related costs 539 520 — Accounting and legal fees related to offering — 963 724 Costs related to lease termination — — 155 Employees’ bonuses related to offering — 1,085 — Insurance 655 384 — Other 2,358 1,166 233 Total general and administrative expenses 19,519 13,014 5,956 |
FINANCE INCOME AND FINANCE EX_2
FINANCE INCOME AND FINANCE EXPENSES (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Disclosure Of Finance Income And Expenses [Abstract] | |
Summary of Finance Income and Finance Expenses | Year Ended December 31, 2022 2021 2020 Finance Income (foreign exchange gain) 2,322 2,581 303 Finance expense consists of the following: Foreign exchange loss 225 1,041 173 Interest expense on borrowings 464 480 1,521 Interest expense on lease liabilities 182 188 204 Unwinding of deferred consideration 325 — — Warrants repurchase — — 157 Other finance results 103 100 44 Total finance expenses 1,299 1,809 2,099 Net finance income (loss) 1,023 772 (1,796) |
BASIC AND DILUTED INCOME PER _2
BASIC AND DILUTED INCOME PER SHARE (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Earnings per share [abstract] | |
Summary of Income Per Share Calculation | Basic net income per share is calculated by dividing net income by the weighted average number of ordinary shares outstanding during the year. Year Ended December 31, 2022 2021 2020 Net income for the period attributable to shareholders 2,390 12,453 15,151 Weighted-average number of ordinary shares, basic 35,828,204 30,886,559 27,595,446 Net income per share attributable to shareholders, basic 0.07 0.40 0.55 Net income for the period attributable to shareholders 2,390 12,453 15,151 Weighted-average number of ordinary shares, diluted 38,212,108 33,746,536 30,879,550 Net income per share attributable to shareholders, diluted 0.06 0.37 0.49 The calculation of diluted income per share has been based on the following weighted-average number of ordinary shares outstanding after adjustment for the effect of all dilutive potential ordinary shares: Year Ended December 31, 2022 2021 2020 Weighted-average number of ordinary shares, basic 35,828,204 30,886,559 27,595,446 Effect of share options and warrants on issue 1,003,403 2,859,977 3,284,104 Effect of contingently issuable ordinary shares related to business combinations 1,380,501 — — Weighted-average number of ordinary shares, diluted 38,212,108 33,746,536 30,879,550 |
TAX CHARGE (CREDIT) (Tables)
TAX CHARGE (CREDIT) (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Major components of tax expense (income) [abstract] | |
Summary of Major Components of Income Tax Expense (Benefit) | Year Ended December 31, 2022 2021 2020 Current tax expense 1,522 1,481 978 Deferred tax benefit (Note 17) (1,012) (1,770) (5,377) 510 (289) (4,399) |
Summary of Reconciliation of Income Tax Expense (Benefit) | For the years ended December 31, 2022, 2021 and 2020, the effective tax rate of the Group amounted to 17.6%, (2.4)% and (40.9)%, respectively, as follows: Year Ended December 31, 2022 2021 2020 Income before tax 2,900 12,164 10,752 Effective tax expense 3,190 608 538 Tax effects of: Disallowed expenses (credits) 1,722 239 (692) Unrecognized deferred tax (4,121) (939) (1,892) Change in estimates related to prior periods 67 — — Tax incentives (300) — — Income subject to other tax rates — (273) (2,144) Other (48) 76 (209) 510 (289) (4,399) |
RELATED PARTY TRANSACTIONS (Tab
RELATED PARTY TRANSACTIONS (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Related party transactions [abstract] | |
Summary of Compensation Paid or Payable to Key Management | Compensation paid or payable to key management formed a part of general and administrative costs, and was comprised of the following: Year Ended December 31, 2022 2021 2020 Remuneration to key management and executive directors 4,699 3,897 1,379 Non-executive directors’ fees 958 401 246 5,657 4,298 1,625 |
Summary of Transactions Carried Out with Related Parties | The following transactions were carried out with related parties: Year Ended December 31, 2022 2021 2020 Expenses Remuneration paid as consultancy fees 1,780 1,874 874 Share option charges 2,278 1,345 — Salaries and wages 1,599 1,079 751 Other expenses 8 20 16 5,665 4,318 1,641 |
Summary of Warrants Held by Related Parties | As at December 31, 2022 and 2021 the following stock options and warrants were held by related parties: 2022 2021 Key management, executive directors and non-executive directors 4,662,930 6,216,514 |
PERSONNEL (Tables)
PERSONNEL (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Number and average number of employees [abstract] | |
PERSONNEL | The average number of employees, including executive and non-executive directors, during the year was as follows: Year Ended December 31, 2022 2021 2020 Executive director 1 1 1 Non-executive directors 6 6 5 Sales and marketing employees 191 96 57 Technology employees 91 58 30 General and administrative employees 57 25 18 346 186 111 |
GENERAL COMPANY INFORMATION - N
GENERAL COMPANY INFORMATION - Narrative (Details) | 12 Months Ended |
Dec. 31, 2022 employee | |
Disclosure Of General Company Information [Abstract] | |
Number of workforce operating in different regions | 400 |
SUMMARY OF SIGNIFICANT ACCOUN_4
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Summary of Subsidiaries of Company (Details) | 12 Months Ended |
Dec. 31, 2022 | |
GDC Media Limited | |
Disclosure Of Significant Investments In Subsidiaries [Line Items] | |
OWNERSHIP % | 100% |
GDC Malta Limited | |
Disclosure Of Significant Investments In Subsidiaries [Line Items] | |
OWNERSHIP % | 100% |
GDC America Inc. | |
Disclosure Of Significant Investments In Subsidiaries [Line Items] | |
OWNERSHIP % | 100% |
Roto Sports Inc. | |
Disclosure Of Significant Investments In Subsidiaries [Line Items] | |
OWNERSHIP % | 100% |
NDC Media Limited | |
Disclosure Of Significant Investments In Subsidiaries [Line Items] | |
OWNERSHIP % | 100% |
SUMMARY OF SIGNIFICANT ACCOUN_5
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Summary of Exchange Rates Used to Translate Financial Statements into USD from Euros (Details) - EUR per USD | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Disclosure of analysis of other comprehensive income by item [line items] | |||
PERIOD END | 0.93 | 0.88 | 0.81 |
AVERAGE FOR PERIOD | 0.95 | 0.85 | 0.88 |
BEGINNING OF PERIOD | 0.88 | 0.81 | 0.89 |
LOW | 0.87 | 0.81 | 0.81 |
HIGH | 1.05 | 0.89 | 0.93 |
SUMMARY OF SIGNIFICANT ACCOUN_6
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Summary of Cost of Assets to Residual Values Over Estimated Useful Lives (Details) | 12 Months Ended |
Dec. 31, 2022 | |
Computer and other office equipment | |
Disclosure Of Property Plant And Equipment [Line Items] | |
Property and equipment, useful life | 5 years |
Leasehold improvements [member] | |
Disclosure Of Property Plant And Equipment [Line Items] | |
Property and equipment, useful life | 10 years |
SUMMARY OF SIGNIFICANT ACCOUN_7
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Narrative (Details) | 1 Months Ended | 12 Months Ended | |||
Dec. 31, 2022 USD ($) | Dec. 31, 2022 USD ($) cashGeneratingUnit segment | Dec. 31, 2021 USD ($) | Dec. 31, 2020 USD ($) | Jan. 31, 2022 installment | |
Summary Of Significant Accounting Policies [Line Items] | |||||
Number of cash-generating unit | cashGeneratingUnit | 2 | ||||
Intangible assets | $ 88,521,000 | $ 88,521,000 | $ 25,419,000 | $ 23,560,000 | |
Growth rate used to extrapolate cash flow projections | 3% | 3% | |||
Discount rate applied to cash flow projections | 15% | 15% | |||
Effective tax rate | 15% | ||||
Impairments | $ 0 | $ 0 | $ 0 | ||
Incremental costs to obtain contracts with customers | 0 | ||||
Costs to fulfill contracts with customers | $ 0 | ||||
Incremental borrowing rate | 7% | 7% | 8% | 10.50% | |
Number of segment | segment | 1 | ||||
Term Loan Agreement with Investor | |||||
Summary Of Significant Accounting Policies [Line Items] | |||||
Borrowings, term | 2 years | ||||
NDC Media | |||||
Summary Of Significant Accounting Policies [Line Items] | |||||
Percentage of voting equity interests acquired | 100% | ||||
Installments | installment | 2 | ||||
GOODWILL | |||||
Summary Of Significant Accounting Policies [Line Items] | |||||
Intangible assets | $ 10,800,000 | $ 10,800,000 | $ 0 | $ 0 | |
Fantasy sports, domain names and related websites | |||||
Summary Of Significant Accounting Policies [Line Items] | |||||
Growth rate used to extrapolate cash flow projections | 3% | 3% | |||
Discount rate applied to cash flow projections | 15% | 15% | |||
Minimum | |||||
Summary Of Significant Accounting Policies [Line Items] | |||||
Growth rate used to extrapolate cash flow projections | 3% | 3% | |||
Minimum | Non-executive Directors | |||||
Summary Of Significant Accounting Policies [Line Items] | |||||
Restricted period | 1 year | ||||
Minimum | Fantasy sports, domain names and related websites | |||||
Summary Of Significant Accounting Policies [Line Items] | |||||
Growth rate used to extrapolate cash flow projections | 3% | 3% | |||
Effective tax rate | 0% | ||||
Maximum | |||||
Summary Of Significant Accounting Policies [Line Items] | |||||
Growth rate used to extrapolate cash flow projections | 20% | 20% | |||
Maximum | Non-executive Directors | |||||
Summary Of Significant Accounting Policies [Line Items] | |||||
Restricted period | 3 years | ||||
Maximum | Fantasy sports, domain names and related websites | |||||
Summary Of Significant Accounting Policies [Line Items] | |||||
Growth rate used to extrapolate cash flow projections | 24% | 24% | |||
Effective tax rate | 25% | ||||
Capitalised development expenditure | |||||
Summary Of Significant Accounting Policies [Line Items] | |||||
Intangible asset, estimated useful life | 60 months | ||||
Mobile Apps | |||||
Summary Of Significant Accounting Policies [Line Items] | |||||
Intangible asset, estimated useful life | 48 months | 48 months | 48 months | ||
Customer Contract Member | Minimum | |||||
Summary Of Significant Accounting Policies [Line Items] | |||||
Intangible asset, estimated useful life | 12 months | ||||
Customer Contract Member | Maximum | |||||
Summary Of Significant Accounting Policies [Line Items] | |||||
Intangible asset, estimated useful life | 24 months | ||||
Customer Base | Maximum | |||||
Summary Of Significant Accounting Policies [Line Items] | |||||
Intangible asset, estimated useful life | 16 years |
SUMMARY OF SIGNIFICANT ACCOUN_8
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Disclosure Of Intangible Assets And Goodwill Explanatory (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Disclosure of intangible assets with indefinite useful life [line items] | ||
Intangible assets with indefinite useful life | $ 77,721 | $ 25,419 |
Domain names and related websites | ||
Disclosure of intangible assets with indefinite useful life [line items] | ||
Intangible assets with indefinite useful life | 69,554 | 22,642 |
Performance marketing | Domain names and related websites | ||
Disclosure of intangible assets with indefinite useful life [line items] | ||
Intangible assets with indefinite useful life | 61,454 | 22,642 |
Fantasy sports, domain names and related websites | Domain names and related websites | ||
Disclosure of intangible assets with indefinite useful life [line items] | ||
Intangible assets with indefinite useful life | $ 8,100 | $ 0 |
SUMMARY OF SIGNIFICANT ACCOUN_9
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Summary of Geographic Analysis of Non-current Assets, Excluding Deferred Tax Assets (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Disclosure Of Geographical Areas [Line Items] | ||
Noncurrent assets excluding deferred tax assets | $ 91,053 | $ 27,453 |
Ireland | ||
Disclosure Of Geographical Areas [Line Items] | ||
Noncurrent assets excluding deferred tax assets | 66,069 | 27,247 |
United States | ||
Disclosure Of Geographical Areas [Line Items] | ||
Noncurrent assets excluding deferred tax assets | 24,770 | 186 |
Malta | ||
Disclosure Of Geographical Areas [Line Items] | ||
Noncurrent assets excluding deferred tax assets | $ 214 | $ 20 |
RISK MANAGEMENT - Narrative (De
RISK MANAGEMENT - Narrative (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Disclosure Of Credit Risk Exposure [Line Items] | |||
Write offs | $ 275 | ||
Current assets (liabilities) | $ 10,253 | $ 46,714 | |
Largest Customer | |||
Disclosure Of Credit Risk Exposure [Line Items] | |||
Percentage of revenues | 13% | 20% | |
Second Largest Customer | |||
Disclosure Of Credit Risk Exposure [Line Items] | |||
Percentage of revenues | 10% | ||
Trade receivables | |||
Disclosure Of Credit Risk Exposure [Line Items] | |||
Write offs | 115 | $ 90 | $ 241 |
Foreign Exchange Risk Member | |||
Disclosure Of Credit Risk Exposure [Line Items] | |||
Foreign exchange denominated net assets | 27,148 | ||
Average gains on basis of movements in non functional currency to functional currency | 479 | 2,742 | 175 |
Average losses on basis of movements in non functional currency to functional currency | 706 | 1,194 | $ 262 |
Foreign Exchange Risk Member | United States of America, Dollars | |||
Disclosure Of Credit Risk Exposure [Line Items] | |||
Foreign exchange denominated net assets | 4,743 | ||
Foreign Exchange Risk Member | United Kingdom, Pounds | |||
Disclosure Of Credit Risk Exposure [Line Items] | |||
Foreign exchange denominated net assets | 6,987 | 11,819 | |
Credit Risk | |||
Disclosure Of Credit Risk Exposure [Line Items] | |||
Impairment on trade receivables | 345 | 0 | |
Write offs | $ 0 | $ 0 |
RISK MANAGEMENT - Schedule of C
RISK MANAGEMENT - Schedule of Credit Risk (Details) - Credit Risk - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Disclosure Of Credit Risk Exposure [Line Items] | ||
Credit exposure | $ 40,693 | $ 55,300 |
Trade and other receivables (excluding prepayments and deferred compensation cost) | ||
Disclosure Of Credit Risk Exposure [Line Items] | ||
Credit exposure | 11,029 | 4,253 |
Cash and cash equivalents | ||
Disclosure Of Credit Risk Exposure [Line Items] | ||
Credit exposure | $ 29,664 | $ 51,047 |
RISK MANAGEMENT - Schedule of A
RISK MANAGEMENT - Schedule of Aging Receivables (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Between Two And Three Months | ||
Disclosure Of Credit Risk Exposure [Line Items] | ||
Trade receivables | $ 109 | $ 15 |
More Than Three Months | ||
Disclosure Of Credit Risk Exposure [Line Items] | ||
Trade receivables | 205 | 7 |
Credit Risk | ||
Disclosure Of Credit Risk Exposure [Line Items] | ||
Trade receivables | 785 | 181 |
Credit Risk | Between One And Two Months | ||
Disclosure Of Credit Risk Exposure [Line Items] | ||
Trade receivables | $ 471 | $ 159 |
RISK MANAGEMENT - Credit Loss A
RISK MANAGEMENT - Credit Loss Allowance (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Reconciliation of changes in allowance account for credit losses of financial assets [abstract] | |||
Beginning balance | $ 142 | ||
Movements in credit loss allowance and write-offs | (796) | $ 97 | $ (287) |
Write offs | (275) | ||
Ending balance | 877 | 142 | |
Credit Risk | |||
Reconciliation of changes in allowance account for credit losses of financial assets [abstract] | |||
Beginning balance | 142 | 352 | |
Movements in credit loss allowance and write-offs | 796 | (187) | |
Write offs | 0 | 0 | |
Translation effect | (61) | (23) | |
Ending balance | $ 877 | $ 142 | $ 352 |
RISK MANAGEMENT - Schedule of F
RISK MANAGEMENT - Schedule of Financial Liabilities (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 |
Disclosure Of Credit Risk Exposure [Line Items] | |||
Lease liability | $ 2,072 | $ 1,679 | $ 1,975 |
Trade and other payables | 6,342 | 3,291 | |
Liquidity Risk | |||
Disclosure Of Credit Risk Exposure [Line Items] | |||
Lease liability | 2,509 | 2,215 | |
Term loan | 6,480 | ||
Deferred consideration | 7,800 | ||
Contingent consideration | 32,331 | ||
Trade and other payables | 3,618 | 3,291 | |
Financial liabilities | 46,258 | 11,986 | |
Liquidity Risk | Less than 1 year | |||
Disclosure Of Credit Risk Exposure [Line Items] | |||
Lease liability | 554 | 393 | |
Term loan | 6,480 | ||
Deferred consideration | 2,800 | ||
Contingent consideration | 19,860 | ||
Trade and other payables | 3,328 | 3,291 | |
Financial liabilities | 26,542 | 10,164 | |
Liquidity Risk | Between 1 and 2 years | |||
Disclosure Of Credit Risk Exposure [Line Items] | |||
Lease liability | 510 | 386 | |
Term loan | 0 | ||
Deferred consideration | 5,000 | ||
Contingent consideration | 12,471 | ||
Trade and other payables | 290 | 0 | |
Financial liabilities | 18,271 | 386 | |
Liquidity Risk | More than 2 years | |||
Disclosure Of Credit Risk Exposure [Line Items] | |||
Lease liability | 1,445 | 1,436 | |
Term loan | 0 | ||
Deferred consideration | 0 | ||
Contingent consideration | 0 | ||
Trade and other payables | 0 | 0 | |
Financial liabilities | $ 1,445 | $ 1,436 |
CRITICAL ACCOUNTING ESTIMATES_2
CRITICAL ACCOUNTING ESTIMATES AND JUDGEMENTS (Details) $ in Thousands | 1 Months Ended | 12 Months Ended | ||
Jul. 31, 2021 | Dec. 31, 2022 USD ($) cashGeneratingUnit | Dec. 31, 2021 USD ($) | Dec. 31, 2020 | |
Disclosure of detailed information about intangible assets [line items] | ||||
Intangible assets with indefinite useful life | $ 77,721 | $ 25,419 | ||
Intangible assets | $ 8,167 | $ 2,777 | ||
Number of cash-generating unit | cashGeneratingUnit | 2 | |||
Growth rate used to extrapolate cash flow projections | 3% | |||
Discount rate applied to cash flow projections | 15% | |||
Effective tax rate | 15% | |||
Holding period | 3 years | 3 years | ||
Fantasy sports, domain names and related websites | ||||
Disclosure of detailed information about intangible assets [line items] | ||||
Growth rate used to extrapolate cash flow projections | 3% | |||
Discount rate applied to cash flow projections | 15% | |||
Minimum | ||||
Disclosure of detailed information about intangible assets [line items] | ||||
Growth rate used to extrapolate cash flow projections | 3% | |||
Minimum | Fantasy sports, domain names and related websites | ||||
Disclosure of detailed information about intangible assets [line items] | ||||
Growth rate used to extrapolate cash flow projections | 3% | |||
Effective tax rate | 0% | |||
Maximum | ||||
Disclosure of detailed information about intangible assets [line items] | ||||
Growth rate used to extrapolate cash flow projections | 20% | |||
Maximum | Fantasy sports, domain names and related websites | ||||
Disclosure of detailed information about intangible assets [line items] | ||||
Growth rate used to extrapolate cash flow projections | 24% | |||
Effective tax rate | 25% | |||
Mobile Apps | ||||
Disclosure of detailed information about intangible assets [line items] | ||||
Intangible asset, estimated useful life | 48 months | 48 months | 48 months | |
Intangible assets | $ 0 | $ 1,280 | ||
Domain names and related websites | ||||
Disclosure of detailed information about intangible assets [line items] | ||||
Intangible assets with indefinite useful life | 69,554 | 22,642 | ||
Domain names and related websites | Fantasy sports, domain names and related websites | ||||
Disclosure of detailed information about intangible assets [line items] | ||||
Intangible assets with indefinite useful life | $ 8,100 | $ 0 |
ACQUISITIONS - Additional Infor
ACQUISITIONS - Additional Information (Details) € in Thousands, $ in Thousands | 1 Months Ended | 3 Months Ended | 6 Months Ended | 12 Months Ended | |||||||
Jan. 01, 2022 USD ($) shares | Jan. 31, 2023 USD ($) | Sep. 30, 2022 USD ($) | Jun. 30, 2022 USD ($) | Dec. 31, 2022 USD ($) shares | Dec. 31, 2022 EUR (€) | Dec. 31, 2021 USD ($) | Dec. 31, 2020 USD ($) | Dec. 31, 2022 EUR (€) shares | Jan. 31, 2022 USD ($) shares | Jan. 31, 2022 EUR (€) shares | |
Disclosure of detailed information about business combination [line items] | |||||||||||
Unregistered ordinary shares issued (in shares) | shares | 720,558 | 720,558 | |||||||||
Cash flows used in obtaining control of subsidiaries or other businesses, classified as investing activities | $ 23,411 | $ 0 | $ 0 | ||||||||
Unwinding of deferred consideration | 0 | 0 | |||||||||
Deferred consideration, non current liabilities | 4,774 | 0 | |||||||||
Deferred consideration current liabilities | 2,800 | 0 | |||||||||
Other liability | 226 | 0 | |||||||||
Fair value movement on contingent consideration | 10,852 | 0 | $ 0 | ||||||||
Contingent consideration | 19,378 | $ 0 | |||||||||
Roto Sports, Inc. | |||||||||||
Disclosure of detailed information about business combination [line items] | |||||||||||
Percentage of voting equity interests acquired | 100% | ||||||||||
Cash paid | $ 14,700 | ||||||||||
Business combination, consideration transferred | 13,500 | ||||||||||
Business combination, acquisition related costs | $ 1,200 | ||||||||||
Unregistered ordinary shares issued (in shares) | shares | 451,264 | ||||||||||
Purchase consideration due on first anniversary | $ 2,500 | ||||||||||
Purchase consideration due on second anniversary | $ 5,300 | ||||||||||
Percentage of deferred payments | 50% | ||||||||||
Cash flows used in obtaining control of subsidiaries or other businesses, classified as investing activities | 12,701 | ||||||||||
Acquisition-related costs | 531 | ||||||||||
Revenue of acquiree since acquisition date | $ 7,418 | ||||||||||
Goodwill recognized | $ 10,776 | ||||||||||
Unwinding of deferred consideration | 325 | ||||||||||
Deferred consideration | 7,574 | ||||||||||
Deferred consideration, non current liabilities | 4,774 | ||||||||||
Deferred consideration current liabilities | 2,800 | ||||||||||
Gross contractual amounts receivable for acquired receivables | 1,066 | ||||||||||
Best estimate at acquisition date of contractual cash flows not expected to be collected for acquired receivables | $ 306 | ||||||||||
Roto Sports, Inc. | Consideration Payment | |||||||||||
Disclosure of detailed information about business combination [line items] | |||||||||||
Consideration paid (received) | $ 2,500 | ||||||||||
NDC Media | |||||||||||
Disclosure of detailed information about business combination [line items] | |||||||||||
Percentage of voting equity interests acquired | 100% | 100% | |||||||||
Cash paid | $ 11,168 | € 10,000 | |||||||||
Unregistered ordinary shares issued (in shares) | shares | 269,294 | 269,294 | |||||||||
Purchase consideration due on first anniversary | $ 21,850 | € 19,000 | |||||||||
Purchase consideration due on second anniversary | 32,800 | € 28,500 | |||||||||
Acquisition-related costs | $ 299 | ||||||||||
Revenue of acquiree since acquisition date | 10,400 | ||||||||||
Goodwill recognized | 0 | ||||||||||
Deferred consideration | 30,675 | € 28,614 | |||||||||
Gross contractual amounts receivable for acquired receivables | 1,610 | ||||||||||
Best estimate at acquisition date of contractual cash flows not expected to be collected for acquired receivables | $ 326 | ||||||||||
Adjustments for working capital | 4,116 | ||||||||||
Other liability | 226 | ||||||||||
Business combination, net of cash | 10,710 | ||||||||||
Revenue of combined entity as if combination occurred at beginning of period | $ 11,150 | ||||||||||
Actuarial assumption of volatility rates | 36.50% | 36.50% | |||||||||
Fair value movement on contingent consideration | $ 10,852 | € 10,343 | |||||||||
Outstanding consideration obligation | 11,297 | 10,538 | |||||||||
Contingent consideration | $ 19,378 | € 18,076 | |||||||||
NDC Media | Minimum | |||||||||||
Disclosure of detailed information about business combination [line items] | |||||||||||
Actuarial assumption of financial conditions rates | 64% | 64% | |||||||||
Discount rates | 7.44% | 7.44% | |||||||||
Inflation rates | 2.16% | 2.16% | |||||||||
NDC Media | Maximum | |||||||||||
Disclosure of detailed information about business combination [line items] | |||||||||||
Percentage of deferred payments | 50% | 50% | |||||||||
Actuarial assumption of financial conditions rates | 100% | 100% | |||||||||
Discount rates | 7.45% | 7.45% | |||||||||
Inflation rates | 2.23% | 2.23% |
ACQUISITIONS - Summary of Preli
ACQUISITIONS - Summary of Preliminary Purchase Price Allocation (Details) € in Thousands, $ in Thousands | Dec. 31, 2022 USD ($) | Jan. 31, 2022 USD ($) | Jan. 31, 2022 EUR (€) | Jan. 01, 2022 USD ($) |
Disclosure of detailed information about business combination [line items] | ||||
Total acquisition consideration | $ 7,392 | |||
Total acquisition consideration | $ 7,392 | |||
Roto Sports, Inc. | ||||
Disclosure of detailed information about business combination [line items] | ||||
Cash paid | $ 14,700 | |||
Common shares issued, at fair value | 4,600 | |||
Deferred consideration, at fair value | 7,250 | |||
Total acquisition consideration | 26,550 | |||
Cash and cash equivalents | 1,999 | |||
Accounts receivable | 760 | |||
Prepaid expenses and other current assets | 292 | |||
Customer base | 3,200 | |||
Content asset | 5,400 | |||
Right of use asset | 617 | |||
Other assets | 7 | |||
Total assets acquired | 22,675 | |||
Accounts payable | (16) | |||
Deferred income | (1,120) | |||
Lease liability | (617) | |||
Deferred tax | (4,008) | |||
Other current liabilities | (1,140) | |||
Total liabilities assumed | (6,901) | |||
Total net assets | 15,774 | |||
Goodwill | 10,776 | |||
Total acquisition consideration | 26,550 | |||
Roto Sports, Inc. | Performance marketing, domain names and related websites | ||||
Disclosure of detailed information about business combination [line items] | ||||
Technology-based intangible assets recognised as of acquisition date | 2,300 | |||
Roto Sports, Inc. | Fantasy sports, domain names and related websites | ||||
Disclosure of detailed information about business combination [line items] | ||||
Technology-based intangible assets recognised as of acquisition date | $ 8,100 | |||
NDC Media | ||||
Disclosure of detailed information about business combination [line items] | ||||
Cash paid | $ 11,168 | € 10,000 | ||
Cash payable | 4,279 | € 3,832 | ||
Common shares issued, at fair value | 2,792 | |||
Deferred consideration, at fair value | 20,437 | |||
Total acquisition consideration | 38,676 | |||
Cash and cash equivalents | 4,574 | |||
Accounts receivable and other current assets | 1,284 | |||
Customer base | 938 | |||
Content asset | 352 | |||
Right of use asset | 126 | |||
Other non-current assets | 37 | |||
Total assets acquired | 39,496 | |||
Accounts payable | (234) | |||
Lease liability | (126) | |||
Deferred tax | (460) | |||
Total liabilities assumed | (820) | |||
Total net assets | 38,676 | |||
Goodwill | 0 | |||
Total acquisition consideration | 38,676 | |||
NDC Media | Performance marketing, domain names and related websites | ||||
Disclosure of detailed information about business combination [line items] | ||||
Technology-based intangible assets recognised as of acquisition date | 32,051 | |||
NDC Media | Software | ||||
Disclosure of detailed information about business combination [line items] | ||||
Technology-based intangible assets recognised as of acquisition date | $ 134 |
ACQUISITIONS - Sensitivity Anal
ACQUISITIONS - Sensitivity Analysis (Details) $ in Thousands | 12 Months Ended |
Dec. 31, 2022 USD ($) | |
Expected cash flows (10% movement) | |
Disclosure of sensitivity analysis of fair value measurement to changes in unobservable inputs, liabilities [line items] | |
Increase | $ (2,099) |
Decrease | 2,099 |
Discount rate (10% movement) | |
Disclosure of sensitivity analysis of fair value measurement to changes in unobservable inputs, liabilities [line items] | |
Increase | 0 |
Decrease | 0 |
Volatility (10% movement) | |
Disclosure of sensitivity analysis of fair value measurement to changes in unobservable inputs, liabilities [line items] | |
Increase | 100 |
Decrease | $ (100) |
PROPERTY AND EQUIPMENT - Summar
PROPERTY AND EQUIPMENT - Summary of Property and Equipment (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Reconciliation of changes in property, plant and equipment [abstract] | |||
Property and equipment at beginning of period | $ 569 | $ 515 | |
Additions | 330 | 305 | |
Depreciation charge | (190) | (176) | $ (123) |
Other movements | (36) | ||
Translation differences | 5 | (39) | |
Property and equipment at end of period | 714 | 569 | 515 |
Expense of low value equipment | 11 | 36 | 0 |
COMPUTER AND OFFICE EQUIPMENT | |||
Reconciliation of changes in property, plant and equipment [abstract] | |||
Property and equipment at beginning of period | 433 | 342 | |
Additions | 330 | 305 | |
Depreciation charge | (170) | (152) | |
Other movements | (36) | ||
Translation differences | 5 | (26) | |
Property and equipment at end of period | 598 | 433 | 342 |
LEASEHOLD IMPROVEMENTS | |||
Reconciliation of changes in property, plant and equipment [abstract] | |||
Property and equipment at beginning of period | 136 | 173 | |
Additions | 0 | 0 | |
Depreciation charge | (20) | (24) | |
Other movements | 0 | ||
Translation differences | 0 | (13) | |
Property and equipment at end of period | 116 | 136 | $ 173 |
Cost | |||
Reconciliation of changes in property, plant and equipment [abstract] | |||
Property and equipment at beginning of period | 961 | ||
Property and equipment at end of period | 1,243 | 961 | |
Cost | COMPUTER AND OFFICE EQUIPMENT | |||
Reconciliation of changes in property, plant and equipment [abstract] | |||
Property and equipment at beginning of period | 738 | ||
Property and equipment at end of period | 1,024 | 738 | |
Cost | LEASEHOLD IMPROVEMENTS | |||
Reconciliation of changes in property, plant and equipment [abstract] | |||
Property and equipment at beginning of period | 223 | ||
Property and equipment at end of period | 219 | 223 | |
Accumulated depreciation | |||
Reconciliation of changes in property, plant and equipment [abstract] | |||
Property and equipment at beginning of period | (392) | ||
Property and equipment at end of period | (529) | (392) | |
Accumulated depreciation | COMPUTER AND OFFICE EQUIPMENT | |||
Reconciliation of changes in property, plant and equipment [abstract] | |||
Property and equipment at beginning of period | (305) | ||
Property and equipment at end of period | (426) | (305) | |
Accumulated depreciation | LEASEHOLD IMPROVEMENTS | |||
Reconciliation of changes in property, plant and equipment [abstract] | |||
Property and equipment at beginning of period | (87) | ||
Property and equipment at end of period | $ (103) | $ (87) |
PROPERTY AND EQUIPMENT - Additi
PROPERTY AND EQUIPMENT - Additional Information (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Disclosure Of Property Plant And Equipment [Line Items] | |||
Cash paid for the acquisition of property and equipment | $ 330 | $ 305 | |
Office equipment | |||
Disclosure Of Property Plant And Equipment [Line Items] | |||
Cash paid for the acquisition of property and equipment | $ 330 | $ 305 | $ 46 |
PROPERTY AND EQUIPMENT - Summ_2
PROPERTY AND EQUIPMENT - Summary of Reconciliation of Depreciation Expense (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Disclosure Of Property Plant And Equipment [Line Items] | |||
Total depreciation expense | $ 190 | $ 176 | $ 123 |
Depreciation expensed to technology expenses | |||
Disclosure Of Property Plant And Equipment [Line Items] | |||
Total depreciation expense | 0 | 46 | 13 |
Depreciation expensed to general and administrative expenses | |||
Disclosure Of Property Plant And Equipment [Line Items] | |||
Total depreciation expense | $ 190 | $ 130 | $ 110 |
LEASES - Summary of Carrying Am
LEASES - Summary of Carrying Amounts of Group's Right-of-use Assets and Lease Liabilities (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Right-of-Use Assets | |||
Right of use asset, beginning balance | $ 1,465 | $ 1,799 | |
Additions as a part of business combinations | 743 | ||
Additions | 96 | 70 | |
Amortization of right-of-use assets | (401) | (279) | |
Translation differences | (85) | (125) | |
Right of use asset, ending balance | 1,818 | 1,465 | $ 1,799 |
Lease Liabilities | |||
Lease liability, beginning balance | 1,679 | 1,975 | |
Additions as a part of business combinations | 743 | ||
Additions | 96 | 70 | |
Interest expense | 182 | 188 | 204 |
Payments | (504) | (413) | |
Translation differences | (124) | (141) | |
Lease liability, ending balance | $ 2,072 | $ 1,679 | $ 1,975 |
LEASES - Summary of Expense Rel
LEASES - Summary of Expense Relating to Payments Not Included in Measurement of Lease Liability (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Presentation of leases for lessee [abstract] | |||
Short-term leases | $ 441 | $ 382 | $ 203 |
INTANGIBLE ASSETS - Summary of
INTANGIBLE ASSETS - Summary of Intangible Assets (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Changes in intangible assets other than goodwill [abstract] | ||
Opening book amount | $ 25,419 | $ 23,560 |
Additions | 8,458 | 5,769 |
Business combinations | 63,251 | |
Amortization charge | (6,368) | (1,946) |
Translation differences | (2,239) | (1,964) |
Closing net book amount | 88,521 | 25,419 |
Cost | ||
Changes in intangible assets other than goodwill [abstract] | ||
Opening book amount | 32,282 | |
Closing net book amount | 101,441 | 32,282 |
Accumulated amortization | ||
Changes in intangible assets other than goodwill [abstract] | ||
Opening book amount | (6,863) | |
Closing net book amount | (12,920) | (6,863) |
DOMAIN NAMES MOBILE APPS AND RELATED WEBSITES | ||
Changes in intangible assets other than goodwill [abstract] | ||
Opening book amount | 23,922 | 23,543 |
Additions | 6,465 | 4,110 |
Business combinations | 42,599 | |
Amortization charge | (1,237) | (1,817) |
Translation differences | (2,195) | (1,914) |
Closing net book amount | 69,554 | 23,922 |
DOMAIN NAMES MOBILE APPS AND RELATED WEBSITES | Cost | ||
Changes in intangible assets other than goodwill [abstract] | ||
Opening book amount | 29,578 | |
Closing net book amount | 76,170 | 29,578 |
DOMAIN NAMES MOBILE APPS AND RELATED WEBSITES | Accumulated amortization | ||
Changes in intangible assets other than goodwill [abstract] | ||
Opening book amount | (5,656) | |
Closing net book amount | (6,616) | (5,656) |
GOODWILL | ||
Changes in intangible assets other than goodwill [abstract] | ||
Opening book amount | 0 | 0 |
Additions | 0 | 0 |
Business combinations | 10,776 | |
Translation differences | 24 | 0 |
Closing net book amount | 10,800 | 0 |
GOODWILL | Cost | ||
Changes in intangible assets other than goodwill [abstract] | ||
Opening book amount | 0 | |
Closing net book amount | 10,800 | 0 |
CUSTOMER CONTRACTS AND CUSTOMER BASES | ||
Changes in intangible assets other than goodwill [abstract] | ||
Opening book amount | 0 | 0 |
Additions | 0 | 0 |
Business combinations | 6,314 | |
Amortization charge | (1,146) | 0 |
Translation differences | (31) | 0 |
Closing net book amount | 5,137 | 0 |
CUSTOMER CONTRACTS AND CUSTOMER BASES | Cost | ||
Changes in intangible assets other than goodwill [abstract] | ||
Opening book amount | 1,085 | |
Closing net book amount | 7,247 | 1,085 |
CUSTOMER CONTRACTS AND CUSTOMER BASES | Accumulated amortization | ||
Changes in intangible assets other than goodwill [abstract] | ||
Opening book amount | (1,085) | |
Closing net book amount | (2,110) | (1,085) |
CONTENT ASSETS | ||
Changes in intangible assets other than goodwill [abstract] | ||
Opening book amount | 0 | 0 |
Additions | 0 | 0 |
Business combinations | 3,562 | |
Amortization charge | (3,534) | 0 |
Translation differences | (28) | 0 |
Closing net book amount | 0 | 0 |
CONTENT ASSETS | Cost | ||
Changes in intangible assets other than goodwill [abstract] | ||
Opening book amount | 0 | |
Closing net book amount | 3,538 | 0 |
CONTENT ASSETS | Accumulated amortization | ||
Changes in intangible assets other than goodwill [abstract] | ||
Opening book amount | 0 | |
Closing net book amount | (3,538) | 0 |
INTERNALLY DEVELOPED INTANGIBLES | ||
Changes in intangible assets other than goodwill [abstract] | ||
Opening book amount | 1,497 | 17 |
Additions | 1,993 | 1,659 |
Business combinations | 0 | |
Amortization charge | (451) | (129) |
Translation differences | (9) | (50) |
Closing net book amount | 3,030 | 1,497 |
INTERNALLY DEVELOPED INTANGIBLES | Cost | ||
Changes in intangible assets other than goodwill [abstract] | ||
Opening book amount | 1,619 | |
Closing net book amount | 3,686 | 1,619 |
INTERNALLY DEVELOPED INTANGIBLES | Accumulated amortization | ||
Changes in intangible assets other than goodwill [abstract] | ||
Opening book amount | (122) | |
Closing net book amount | $ (656) | $ (122) |
INTANGIBLE ASSETS - Additional
INTANGIBLE ASSETS - Additional Information (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Disclosure of intangible assets with indefinite useful life [line items] | |||
Purchase of intangible assets, classified as investing activities | $ 8,958 | $ 5,269 | $ 44 |
Intangible assets | 8,167 | 2,777 | |
Mobile Apps | |||
Disclosure of intangible assets with indefinite useful life [line items] | |||
Intangible assets | 0 | 1,280 | |
Carrying amount | Mobile Apps | |||
Disclosure of intangible assets with indefinite useful life [line items] | |||
Intangible assets | $ 6,616 | 0 | |
Domain names and related websites | |||
Disclosure of intangible assets with indefinite useful life [line items] | |||
Deferred consideration | $ 500 |
INTANGIBLE ASSETS - Finite and
INTANGIBLE ASSETS - Finite and indefinite intangible assets (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Disclosure Of Reconciliation Of Changes In Intangible Assets And Goodwill [Line Items] | ||
Intangible assets | $ 8,167 | $ 2,777 |
Intangible assets with indefinite useful life | 77,721 | 25,419 |
Domain names and related websites | ||
Disclosure Of Reconciliation Of Changes In Intangible Assets And Goodwill [Line Items] | ||
Intangible assets with indefinite useful life | 69,554 | 22,642 |
CUSTOMER CONTRACTS AND CUSTOMER BASES | ||
Disclosure Of Reconciliation Of Changes In Intangible Assets And Goodwill [Line Items] | ||
Intangible assets | 5,137 | 0 |
Mobile Apps | ||
Disclosure Of Reconciliation Of Changes In Intangible Assets And Goodwill [Line Items] | ||
Intangible assets | 0 | 1,280 |
Mobile Apps | Cost | ||
Disclosure Of Reconciliation Of Changes In Intangible Assets And Goodwill [Line Items] | ||
Intangible assets | 6,616 | 0 |
Internally developed intangibles | ||
Disclosure Of Reconciliation Of Changes In Intangible Assets And Goodwill [Line Items] | ||
Intangible assets | $ 3,030 | $ 1,497 |
TRADE AND OTHER RECEIVABLES - S
TRADE AND OTHER RECEIVABLES - Summary of Trade and Other Receivables (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Trade and other receivables [abstract] | ||
Trade receivables, net | $ 9,838 | $ 4,003 |
Contract assets | 575 | 0 |
Other receivables | 353 | 129 |
Deposits | 263 | 121 |
Deferred compensation cost | 239 | 0 |
Prepayments | 954 | 1,244 |
Trade and other current receivables | 12,222 | 5,497 |
Trade receivables, gross | 10,715 | 4,145 |
Credit loss allowance | (877) | (142) |
Trade receivables, net | $ 9,838 | $ 4,003 |
TRADE AND OTHER RECEIVABLES - A
TRADE AND OTHER RECEIVABLES - Additional Information (Details) | 12 Months Ended |
Dec. 31, 2022 | |
Trade and other receivables [abstract] | |
Trade receivables, settlement period | 45 days |
CASH AND CASH EQUIVALENTS (Deta
CASH AND CASH EQUIVALENTS (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 |
Cash and cash equivalents [abstract] | ||||
Cash at bank | $ 29,664 | $ 51,047 | $ 8,225 | $ 6,992 |
SHARE CAPITAL - Summary of Shar
SHARE CAPITAL - Summary of Share Capital (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Issued capital [abstract] | |||
Beginning balance (in shares) | 33,806,422 | 28,556,422 | 27,291,543 |
Issue of ordinary shares (in shares) | 2,663,919 | 1,264,879 | |
Ending balance (in shares) | 36,470,341 | 33,806,422 | 28,556,422 |
Share Capital Value [Abstract] | |||
Beginning balance | $ 0 | $ 64 | $ 61 |
Transfer to capital reserve upon change of par value | (64) | ||
Issue of ordinary shares | 3 | ||
Ending balance | $ 0 | $ 0 | $ 64 |
SHARE CAPITAL - Additional Info
SHARE CAPITAL - Additional Information (Details) $ / shares in Units, $ in Thousands | 1 Months Ended | 12 Months Ended | ||||||||
Jul. 31, 2021 USD ($) $ / shares shares | Jul. 31, 2021 € / shares shares | Dec. 31, 2020 USD ($) shares | Oct. 31, 2020 $ / shares shares | Jun. 30, 2020 USD ($) shares | Feb. 29, 2020 USD ($) shares | Dec. 31, 2022 USD ($) shares $ / shares | Dec. 31, 2021 shares | Dec. 31, 2020 € / shares shares | Nov. 30, 2022 USD ($) | |
Disclosure Of Classes Of Share Capital [Line Items] | ||||||||||
Unregistered ordinary shares issued (in shares) | 720,558 | |||||||||
Consideration transferred, acquisition-date fair value | $ | $ 7,392 | |||||||||
Number of share warrants exercised (in shares) | 1,907,377 | |||||||||
Warrants exchanged for options (in shares) | 3,042 | |||||||||
Shares issued and sold (in shares) | 985,610 | 164,269 | 985,610 | |||||||
Cash proceeds from issue of ordinary shares | $ | $ 3,000 | $ 500 | ||||||||
Exercised (in shares) | 115,000 | 115,000 | ||||||||
Liability-classified warrant | $ | $ 124 | |||||||||
Number of warrants issued (in shares) | 985,610 | |||||||||
Warrants exercise price per share (in usd per share) | (per share) | $ 3.65 | € 3.01 | $ 3.04 | € 3.01 | ||||||
Stock repurchase program, authorized amount | $ | $ 10,000 | |||||||||
Issue of ordinary shares (in shares) | 2,663,919 | 1,264,879 | ||||||||
Treasury stock acquired, average cost per share (in usd per share) | $ / shares | $ 8.98 | |||||||||
Purchase of treasury shares | $ | $ 348 | |||||||||
Treasury shares | ||||||||||
Disclosure Of Classes Of Share Capital [Line Items] | ||||||||||
Issue of ordinary shares (in shares) | 38,708 | |||||||||
Purchase of treasury shares | $ | $ 348 | |||||||||
Initial Public Offering | ||||||||||
Disclosure Of Classes Of Share Capital [Line Items] | ||||||||||
Shares issued and sold (in shares) | 5,250,000 | 5,250,000 | ||||||||
Cash proceeds from issue of ordinary shares | $ | $ 42,000 | |||||||||
Payments for share issue costs | $ | $ 6,090 | |||||||||
Issue of ordinary shares (in shares) | 5,250,000 | |||||||||
Restricted shares expense | ||||||||||
Disclosure Of Classes Of Share Capital [Line Items] | ||||||||||
Number of other equity instruments granted in share-based payment arrangement (in shares) | 32,942 | |||||||||
Fair value, other equity instruments granted | $ | $ 227 | |||||||||
Restricted shares expense | Non-executive Directors | ||||||||||
Disclosure Of Classes Of Share Capital [Line Items] | ||||||||||
Number of other equity instruments granted in share-based payment arrangement (in shares) | 32,942 |
CAPITAL RESERVE- Summary of Cap
CAPITAL RESERVE- Summary of Capital Reserve (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Disclosure Of Classes Of Share Capital [Line Items] | |||
Beginning balance | $ 79,909 | $ 34,212 | $ 12,931 |
Exercise of warrants and options | 0 | 220 | |
Issue of ordinary shares , net of issuance costs | 7,619 | 35,910 | 3,430 |
Transfer between reserves upon IPO | 0 | ||
Ending balance | 87,109 | 79,909 | 34,212 |
CAPITAL RESERVE | |||
Disclosure Of Classes Of Share Capital [Line Items] | |||
Beginning balance | 55,953 | 19,979 | 16,007 |
Exercise of warrants and options | 151 | 545 | |
Issue of ordinary shares , net of issuance costs | 7,619 | 35,910 | 3,427 |
Transfer between reserves upon IPO | 64 | ||
Ending balance | $ 63,723 | $ 55,953 | $ 19,979 |
SHARE OPTIONS AND WARRANTS RE_3
SHARE OPTIONS AND WARRANTS RESERVE - Narrative (Details) | 1 Months Ended | 12 Months Ended | |||||
Nov. 30, 2021 shares | Sep. 30, 2021 shares | Jul. 31, 2021 shares | Dec. 31, 2022 shares | Dec. 31, 2021 shares | Dec. 31, 2020 shares | Dec. 31, 2019 shares | |
Disclosure Of Terms And Conditions Of Sharebased Payment Arrangement [Line Items] | |||||||
Number of share options and warrants outstanding (in shares) | 5,562,984 | 7,021,514 | 2,854,744 | 3,345,354 | |||
Issued (in shares) | 745,000 | ||||||
Granted (in shares) | 120,000 | 10,000 | 875,544 | 4,186,770 | |||
2020 Stock Incentive Plan | |||||||
Disclosure Of Terms And Conditions Of Sharebased Payment Arrangement [Line Items] | |||||||
Number of share options and warrants outstanding (in shares) | 2,854,744 | ||||||
Issued (in shares) | 1,506,214 | 855,000 | 745,000 | ||||
Plan and Founders Award | |||||||
Disclosure Of Terms And Conditions Of Sharebased Payment Arrangement [Line Items] | |||||||
Issued (in shares) | 4,056,770 | ||||||
Granted (in shares) | 4,056,770 | 875,544 | 4,186,770 | 745,000 |
SHARE OPTIONS AND WARRANTS RE_4
SHARE OPTIONS AND WARRANTS RESERVE - Summary of Changes in Share Option and Warrants Reserve (Details) $ in Thousands | 1 Months Ended | 12 Months Ended | ||||
Nov. 30, 2021 shares | Sep. 30, 2021 shares | Jun. 30, 2020 shares | Dec. 31, 2022 USD ($) shares | Dec. 31, 2021 USD ($) shares | Dec. 31, 2020 USD ($) shares | |
OPTIONS AND WARRANTS | ||||||
Period start, outstanding (in shares) | shares | 7,021,514 | 2,854,744 | 3,345,354 | |||
Granted (in shares) | shares | 120,000 | 10,000 | 875,544 | 4,186,770 | ||
Exercised (in shares) | shares | (2,114,744) | |||||
Repurchased (in shares) | shares | (200,000) | (135,000) | ||||
Forfeited (in shares) | shares | (19,330) | (20,000) | ||||
Modification (in shares) | shares | 0 | |||||
Issued (in shares) | shares | 745,000 | |||||
Exercised (in shares) | shares | (115,000) | (115,000) | ||||
Cancelled and replaced with new shares (in shares) | shares | (985,610) | |||||
Period end, outstanding (in shares) | shares | 5,562,984 | 7,021,514 | 2,854,744 | |||
USD thousand | ||||||
Beginning balance | $ 2,442 | $ 296 | $ 621 | |||
Share options expense | 2,050 | 640 | ||||
Share options granted | 1,082 | 645 | ||||
Share options and warrants exercised | (151) | |||||
Share warrants repurchased | (1,012) | (2) | ||||
Modification of share warrants | 869 | |||||
Share options forfeited | 0 | (8) | ||||
Share options and warrants issued | 220 | |||||
Share warrants exercised | (2) | |||||
Share warrants cancelled and replaced with new shares | (541) | |||||
Ending balance | $ 4,411 | $ 2,442 | $ 296 |
SHARE-BASED PAYMENTS - Addition
SHARE-BASED PAYMENTS - Additional Information (Details) $ / shares in Units, $ in Thousands | 1 Months Ended | 12 Months Ended | ||||||||
Nov. 30, 2021 shares $ / shares | Sep. 30, 2021 shares $ / shares | Jul. 31, 2021 shares $ / shares | Jul. 31, 2021 shares € / shares | Oct. 31, 2020 $ / shares | Dec. 31, 2022 USD ($) shares $ / shares | Dec. 31, 2021 USD ($) shares $ / shares | Dec. 31, 2020 shares $ / shares | Dec. 31, 2020 shares € / shares | Jun. 30, 2021 USD ($) | |
Disclosure Of Terms And Conditions Of Sharebased Payment Arrangement [Line Items] | ||||||||||
Granted (in shares) | shares | 120,000 | 10,000 | 875,544 | 4,186,770 | ||||||
Holding period | 3 years | 3 years | 3 years | |||||||
Expected volatility, share options granted | 55% | 55% | 55% | 55% | ||||||
Risk free interest rate, share options granted | 0.94% | 1.24% | 1.24% | |||||||
Expected weighted average time to vest | 4 years 7 months 6 days | 6 years 1 month 6 days | 6 years 7 months 13 days | 6 years 7 months 13 days | ||||||
Exercise price of share options granted (in usd per share) | $ 14.61 | $ 12.91 | $ 8 | |||||||
Holding restriction discount rate share options granted | 20% | 20% | ||||||||
Share price used to determine weighted average fair value (in usd per share) | $ 14.71 | $ 12.91 | $ 1.92 | |||||||
Warrant fair value per share (in dollars per share) | (per share) | $ 4.43 | € 3.66 | € 0.67 | |||||||
Warrants expected life | 3 years 4 months 24 days | 3 years 4 months 24 days | 3 years 10 months 20 days | 3 years 10 months 20 days | ||||||
Warrants exercise price per share (in usd per share) | (per share) | $ 3.65 | € 3.01 | $ 3.04 | € 3.01 | ||||||
Modification of warrant | $ | $ 151 | |||||||||
Repurchase of warrant | $ | $ (800) | |||||||||
Share price (in usd per share) | (per share) | $ 8.64 | € 7.13 | ||||||||
Weighted average remaining contractual life for options and warrants issued as share based payments | 8 years 3 days | 8 years 11 months 23 days | ||||||||
Range of exercise prices for options and warrants issued as share based payment (in usd per share) | (per share) | $ 3.52 | € 3.01 | ||||||||
Unrecognized expense from share-based payment | $ | $ 124 | |||||||||
Director | ||||||||||
Disclosure Of Terms And Conditions Of Sharebased Payment Arrangement [Line Items] | ||||||||||
Granted (in shares) | shares | 175,544 | |||||||||
Expected volatility, share options granted | 50% | |||||||||
Volatility (10% movement) | ||||||||||
Disclosure Of Terms And Conditions Of Sharebased Payment Arrangement [Line Items] | ||||||||||
Significant unobservable input, entity's own equity instruments | 0.60 | 0.60 | 0.55 | 0.55 | ||||||
Risk Free Rate | ||||||||||
Disclosure Of Terms And Conditions Of Sharebased Payment Arrangement [Line Items] | ||||||||||
Significant unobservable input, entity's own equity instruments | 0.0051 | 0.0051 | 0.0017 | 0.0017 | ||||||
Liability classified warrants' expense | ||||||||||
Disclosure Of Terms And Conditions Of Sharebased Payment Arrangement [Line Items] | ||||||||||
Warrant liability | $ | $ 869 | |||||||||
Repurchase of warrants (in shares) | shares | 200,000 | |||||||||
RETAINED EARNINGS (ACCUMULATED DEFICIT) | ||||||||||
Disclosure Of Terms And Conditions Of Sharebased Payment Arrangement [Line Items] | ||||||||||
Repurchase of warrant | $ | $ 212 | |||||||||
Minimum | ||||||||||
Disclosure Of Terms And Conditions Of Sharebased Payment Arrangement [Line Items] | ||||||||||
Risk free interest rate, share options granted | 1.19% | |||||||||
Range of exercise prices for options and warrants issued as share based payment (in usd per share) | $ 7.53 | $ 8 | ||||||||
Minimum | Director | ||||||||||
Disclosure Of Terms And Conditions Of Sharebased Payment Arrangement [Line Items] | ||||||||||
Risk free interest rate, share options granted | 1.62% | |||||||||
Expected weighted average time to vest | 3 years 9 months 18 days | |||||||||
Exercise price of share options granted (in usd per share) | $ 7.87 | |||||||||
Maximum | ||||||||||
Disclosure Of Terms And Conditions Of Sharebased Payment Arrangement [Line Items] | ||||||||||
Risk free interest rate, share options granted | 1.23% | |||||||||
Range of exercise prices for options and warrants issued as share based payment (in usd per share) | $ 11.68 | $ 14.71 | ||||||||
Maximum | Director | ||||||||||
Disclosure Of Terms And Conditions Of Sharebased Payment Arrangement [Line Items] | ||||||||||
Risk free interest rate, share options granted | 2.74% | |||||||||
Expected weighted average time to vest | 4 years 3 months 18 days | |||||||||
Exercise price of share options granted (in usd per share) | $ 9.27 | |||||||||
2020 Stock Incentive Plan | ||||||||||
Disclosure Of Terms And Conditions Of Sharebased Payment Arrangement [Line Items] | ||||||||||
Maximum instruments available for grants (in shares) | shares | 2,176,128 | |||||||||
Annual increase, percentage | 2% | |||||||||
Restricted shares expense | ||||||||||
Disclosure Of Terms And Conditions Of Sharebased Payment Arrangement [Line Items] | ||||||||||
Number of other equity instruments granted in share-based payment arrangement (in shares) | shares | 32,942 | |||||||||
Expense from share-based payment transactions with employees | $ | $ 82 | |||||||||
Restricted shares expense | Minimum | ||||||||||
Disclosure Of Terms And Conditions Of Sharebased Payment Arrangement [Line Items] | ||||||||||
Exercise price of outstanding share options (in usd per share) | $ 7.87 | |||||||||
Share-based payment arrangement, award vesting period | 1 year | |||||||||
Restricted shares expense | Maximum | ||||||||||
Disclosure Of Terms And Conditions Of Sharebased Payment Arrangement [Line Items] | ||||||||||
Exercise price of outstanding share options (in usd per share) | $ 9.27 | |||||||||
Share-based payment arrangement, award vesting period | 3 years | |||||||||
Employee Stock Option | ||||||||||
Disclosure Of Terms And Conditions Of Sharebased Payment Arrangement [Line Items] | ||||||||||
Granted (in shares) | shares | 700,000 | |||||||||
Expected weighted average time to vest | 4 years 7 months 6 days | |||||||||
Employee Stock Option | Minimum | ||||||||||
Disclosure Of Terms And Conditions Of Sharebased Payment Arrangement [Line Items] | ||||||||||
Expected volatility, share options granted | 45% | |||||||||
Risk free interest rate, share options granted | 3.78% | |||||||||
Exercise price of share options granted (in usd per share) | $ 7.53 | |||||||||
Employee Stock Option | Maximum | ||||||||||
Disclosure Of Terms And Conditions Of Sharebased Payment Arrangement [Line Items] | ||||||||||
Expected volatility, share options granted | 50% | |||||||||
Risk free interest rate, share options granted | 1.47% | |||||||||
Exercise price of share options granted (in usd per share) | $ 11.68 | |||||||||
Plan and Founders Award | ||||||||||
Disclosure Of Terms And Conditions Of Sharebased Payment Arrangement [Line Items] | ||||||||||
Granted (in shares) | shares | 4,056,770 | 4,056,770 | 875,544 | 4,186,770 | 745,000 | 745,000 |
SHARE-BASED PAYMENTS - Summary
SHARE-BASED PAYMENTS - Summary of Awards Outstanding (Details) | 1 Months Ended | 12 Months Ended | ||||
Nov. 30, 2021 shares | Sep. 30, 2021 shares | Jul. 31, 2021 shares | Dec. 31, 2022 shares $ / shares | Dec. 31, 2021 shares $ / shares | Dec. 31, 2020 shares $ / shares | |
NUMBER OF AWARDS | ||||||
Granted (in shares) | 120,000 | 10,000 | 875,544 | 4,186,770 | ||
Forfeited (in shares) | (19,330) | (20,000) | ||||
Exercised (in shares) | 2,114,744 | |||||
Exercisable (in shares) | 376,563 | |||||
WEIGHTED AVERAGE EXERCISE PRICE PER SHARE IN USD | ||||||
Exercisable (in usd per share) | $ / shares | $ 6.73 | |||||
Plan and Founders Award | ||||||
NUMBER OF AWARDS | ||||||
Period start, outstanding (in shares) | 4,911,770 | 745,000 | 0 | |||
Granted (in shares) | 4,056,770 | 875,544 | 4,186,770 | 745,000 | ||
Forfeited (in shares) | (19,330) | (20,000) | ||||
Repurchased (in shares) | (200,000) | |||||
Exercised (in shares) | 5,000 | |||||
Period end, outstanding (in shares) | 5,562,984 | 4,911,770 | 745,000 | |||
Exercisable (in shares) | 127,188 | 0 | ||||
WEIGHTED AVERAGE EXERCISE PRICE PER SHARE IN USD | ||||||
Period start, exercise price (in usd per share) | $ / shares | $ 7.49 | $ 3.52 | $ 0 | |||
Granted (in usd per share) | $ / shares | 9.89 | 8.18 | 3.52 | |||
Forfeited (in usd per share) | $ / shares | 9.89 | 3.52 | ||||
Repurchased (in usd per share) | $ / shares | 3.52 | |||||
Exercised (in usd per share) | $ / shares | 3.52 | |||||
Period end, exercise price (in usd per share) | $ / shares | $ 8.03 | 7.49 | 3.52 | |||
Exercisable (in usd per share) | $ / shares | $ 3.52 | $ 0 |
SHARE-BASED PAYMENTS - Summar_2
SHARE-BASED PAYMENTS - Summary of Weighted Average Assumptions used in Black-Scholes Option Pricing Model to Determine Fair Value of Other Options and Warrants Granted (Details) | Dec. 31, 2022 USD ($) yr | Dec. 31, 2021 USD ($) yr | Jul. 31, 2021 | Dec. 31, 2020 yr USD ($) |
Exercise price, USD | Options and Warrants | ||||
Disclosure Of Significant Unobservable Inputs Used In Fair Value Measurement Of Equity [Line Items] | ||||
Significant unobservable input, entity's own equity instruments | 9.89 | 8.18 | 3.52 | |
Share price, USD | Options and Warrants | ||||
Disclosure Of Significant Unobservable Inputs Used In Fair Value Measurement Of Equity [Line Items] | ||||
Significant unobservable input, entity's own equity instruments | 9.89 | 8.18 | 4.22 | |
Risk fee interest rate | ||||
Disclosure Of Significant Unobservable Inputs Used In Fair Value Measurement Of Equity [Line Items] | ||||
Significant unobservable input, entity's own equity instruments | 0.0051 | 0.0017 | ||
Risk fee interest rate | Options and Warrants | ||||
Disclosure Of Significant Unobservable Inputs Used In Fair Value Measurement Of Equity [Line Items] | ||||
Significant unobservable input, entity's own equity instruments | 0.0221 | 0.0120 | 0.0041 | |
Expected volatility | Options and Warrants | ||||
Disclosure Of Significant Unobservable Inputs Used In Fair Value Measurement Of Equity [Line Items] | ||||
Significant unobservable input, entity's own equity instruments | 0.49 | 0.55 | 0.55 | |
Expected option term, years | Options and Warrants | ||||
Disclosure Of Significant Unobservable Inputs Used In Fair Value Measurement Of Equity [Line Items] | ||||
Significant unobservable input, entity's own equity instruments | yr | 4.48 | 6.56 | 5.16 | |
Dividend yield | Options and Warrants | ||||
Disclosure Of Significant Unobservable Inputs Used In Fair Value Measurement Of Equity [Line Items] | ||||
Significant unobservable input, entity's own equity instruments | 0 | 0 | 0 |
Share-Based Payments - Schedule
Share-Based Payments - Schedule of Share-based Payment Expense (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Disclosure Of Terms And Conditions Of Sharebased Payment Arrangement [Line Items] | |||
Share-based payment expense | $ 3,214 | $ 1,995 | $ 371 |
Equity classified share options, warrants expense | |||
Disclosure Of Terms And Conditions Of Sharebased Payment Arrangement [Line Items] | |||
Share-based payment expense | 3,132 | 1,286 | 232 |
Restricted shares expense | |||
Disclosure Of Terms And Conditions Of Sharebased Payment Arrangement [Line Items] | |||
Share-based payment expense | 82 | 0 | |
Liability classified warrants' expense | |||
Disclosure Of Terms And Conditions Of Sharebased Payment Arrangement [Line Items] | |||
Share-based payment expense | $ 0 | $ 709 | $ 139 |
BORROWINGS - Summary of Carryin
BORROWINGS - Summary of Carrying Amount of the Group's Term Loan and Movements (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Borrowings [abstract] | |||
As at January 1, at fair value | $ 5,944 | $ 5,960 | |
Interest accrued (Note 20) | 464 | 480 | $ 1,521 |
Amortization of issuance costs | 31 | 34 | |
Interest paid | (458) | (509) | (1,656) |
Repayment of borrowings | (6,000) | 0 | (17,352) |
Translation differences | 19 | (21) | |
As at December 31, at fair value | $ 0 | $ 5,944 | $ 5,960 |
BORROWINGS - Summary of Non-cur
BORROWINGS - Summary of Non-current and Current Borrowings (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 |
Borrowings [abstract] | |||
Non-current | $ 0 | $ 0 | |
Current | 0 | 5,944 | |
Total | $ 0 | $ 5,944 | $ 5,960 |
BORROWINGS - Additional Informa
BORROWINGS - Additional Information (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Disclosure Of Detailed Information About Borrowings [Line Items] | |||
Interest paid | $ 458 | $ 509 | $ 1,656 |
Term Loan Agreement with Investor | |||
Disclosure Of Detailed Information About Borrowings [Line Items] | |||
Nominal amount | $ 6,000 | ||
Interest rate | 8% | ||
Transaction costs directly attributable to issuance | $ 66 | ||
Interest paid | $ 458 | $ 509 |
TRADE AND OTHER PAYABLES - Summ
TRADE AND OTHER PAYABLES - Summary of Trade and Other Payables (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Trade and other payables [abstract] | ||
Accruals | $ 290 | $ 0 |
Trade payables | 1,235 | 1,045 |
Accruals | 4,292 | 1,968 |
Indirect taxes | 703 | 256 |
Other payables | 112 | 22 |
Trade and other payables | $ 6,342 | $ 3,291 |
TRADE AND OTHER PAYABLES - Su_2
TRADE AND OTHER PAYABLES - Summary of Trade and Other Payables (Parenthetical) (Details) | 12 Months Ended |
Dec. 31, 2022 | |
Trade and other payables [abstract] | |
Trade payables, settlement period | 60 days |
DEFERRED TAX - Summary of Amoun
DEFERRED TAX - Summary of Amounts Determined After Appropriate Offsetting (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 |
Disclosure Of Deferred Tax [Abstract] | |||
Deferred tax asset | $ 5,832 | $ 7,028 | |
Deferred tax liability | (2,179) | 0 | |
Net deferred tax assets | $ 3,653 | $ 7,028 | $ 5,778 |
DEFERRED TAX - Summary of Chang
DEFERRED TAX - Summary of Change in Deferred Income Tax (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Changes in deferred tax liability (asset) [abstract] | ||
Beginning, deferred tax liability (asset) | $ 7,028 | $ 5,778 |
Business combination (Note 5) | (4,008) | 0 |
Credited to the consolidated statement of comprehensive income | 1,012 | 1,770 |
Translation differences | (379) | (520) |
End, deferred tax liability (asset) | $ 3,653 | $ 7,028 |
DEFERRED TAX - Disclosure of De
DEFERRED TAX - Disclosure of Deferred Taxes Calculated on Temporary Differences (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 |
Disclosure Of Deferred Tax [Abstract] | |||
Intangible assets - deferred tax assets | $ 5,742 | $ 6,481 | |
Intangible assets - deferred tax liability | (3,151) | 0 | |
Trading losses and other allowances | 1,062 | 547 | |
Net deferred tax assets | $ 3,653 | $ 7,028 | $ 5,778 |
DEFERRED TAX - Additional Infor
DEFERRED TAX - Additional Information (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Disclosure Of Deferred Tax [Line Items] | ||
Trading losses and other allowances | $ 1,062 | $ 547 |
Tax effect of intangible assets | 5,742 | 6,481 |
Tax effect of intangible liability | 3,151 | 0 |
Roto Sports, Inc. | ||
Disclosure Of Deferred Tax [Line Items] | ||
Tax effect of intangible liability | 2,179 | |
Management’s Performance Projections for 2022 - 2026 | ||
Disclosure Of Deferred Tax [Line Items] | ||
Trading losses and other allowances unutilized | 39,987 | 31,508 |
Trading losses and other allowances not recognized | 34,129 | 20,576 |
Capital allowances | 73,079 | 93,409 |
Capital allowance not recognized | $ 27,035 | 41,554 |
Increase In capital allowances | 28,000 | |
Ability to utilize capital allowance in recognition of deferred asset | $ 6,481 |
REVENUE - Additional Informatio
REVENUE - Additional Information (Detail) | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Top Ten Customers | |||
Disclosure Of Disaggregation Of Revenue From Contracts With Customers [Line Items] | |||
Percentage of revenues | 50% | 52% | 55% |
Second Largest Customer | |||
Disclosure Of Disaggregation Of Revenue From Contracts With Customers [Line Items] | |||
Percentage of revenues | 10% | ||
Largest Customer | |||
Disclosure Of Disaggregation Of Revenue From Contracts With Customers [Line Items] | |||
Percentage of revenues | 13% | 20% |
REVENUE - Summary of Revenue as
REVENUE - Summary of Revenue as Disaggregated by Market Based on Location (Detail) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Disclosure Of Disaggregation Of Revenue From Contracts With Customers [Line Items] | |||
Total revenues | $ 76,507 | $ 42,323 | $ 27,980 |
U.K. and Ireland | |||
Disclosure Of Disaggregation Of Revenue From Contracts With Customers [Line Items] | |||
Total revenues | 28,151 | 21,391 | 16,189 |
Other Europe | |||
Disclosure Of Disaggregation Of Revenue From Contracts With Customers [Line Items] | |||
Total revenues | 8,909 | 10,800 | 5,252 |
North America | |||
Disclosure Of Disaggregation Of Revenue From Contracts With Customers [Line Items] | |||
Total revenues | 35,923 | 7,484 | 3,959 |
Rest of the world | |||
Disclosure Of Disaggregation Of Revenue From Contracts With Customers [Line Items] | |||
Total revenues | $ 3,524 | $ 2,648 | $ 2,580 |
REVENUE - Summary of Revenue by
REVENUE - Summary of Revenue by Monetization Type (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Disclosure Of Disaggregation Of Revenue From Contracts With Customers [Line Items] | |||
Total revenues | $ 76,507 | $ 42,323 | $ 27,980 |
Performance marketing | |||
Disclosure Of Disaggregation Of Revenue From Contracts With Customers [Line Items] | |||
Total revenues | 61,983 | 37,803 | 27,093 |
Subscription | |||
Disclosure Of Disaggregation Of Revenue From Contracts With Customers [Line Items] | |||
Total revenues | 6,438 | 0 | 0 |
Advertising and other | |||
Disclosure Of Disaggregation Of Revenue From Contracts With Customers [Line Items] | |||
Total revenues | $ 8,086 | $ 4,520 | $ 887 |
REVENUE - Summary of Revenue Di
REVENUE - Summary of Revenue Disaggregated by Product Type (Detail) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Disclosure Of Disaggregation Of Revenue From Contracts With Customers [Line Items] | |||
Total revenues | $ 76,507 | $ 42,323 | $ 27,980 |
Casino | |||
Disclosure Of Disaggregation Of Revenue From Contracts With Customers [Line Items] | |||
Total revenues | 50,923 | 35,632 | 24,135 |
Sports | |||
Disclosure Of Disaggregation Of Revenue From Contracts With Customers [Line Items] | |||
Total revenues | 25,086 | 6,188 | 3,210 |
Other | |||
Disclosure Of Disaggregation Of Revenue From Contracts With Customers [Line Items] | |||
Total revenues | $ 498 | $ 503 | $ 635 |
REVENUE - Contract Balances (De
REVENUE - Contract Balances (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Revenue [abstract] | ||
Contract assets | $ 575 | $ 0 |
Contract liabilities | $ (1,692) | $ 0 |
REVENUE - Contract Liabilities
REVENUE - Contract Liabilities (Details) $ in Thousands | 12 Months Ended |
Dec. 31, 2022 USD ($) | |
Changes in Contract Liabilities [Abstract] | |
Contract liabilities, beginning | $ 0 |
Business combination (Note 5) | 1,120 |
Amounts included in contract liabilities that was recognised as revenue during the period | (3,537) |
Cash received in advance of performance and not recognized as revenue during the period | 4,109 |
Contract liabilities, end | $ 1,692 |
OPERATING EXPENSES - Summary of
OPERATING EXPENSES - Summary of Operating Expenses (Detail) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Disclosure Of Attribution Of Expenses By Nature To Their Function [Line Items] | |||
Total sales and marketing expenses | $ 33,740 | $ 14,067 | $ 8,103 |
Total technology expenses | 6,764 | 3,947 | 2,503 |
Total general and administrative expenses | 19,519 | 13,014 | 5,956 |
People costs | |||
Disclosure Of Attribution Of Expenses By Nature To Their Function [Line Items] | |||
Total sales and marketing expenses | 17,587 | 8,362 | 4,515 |
Total technology expenses | 5,077 | 3,296 | 2,183 |
Total general and administrative expenses | 7,981 | 4,044 | 3,114 |
Employer contributions | 723 | 0 | 0 |
Employees' bonuses related to acquisition | |||
Disclosure Of Attribution Of Expenses By Nature To Their Function [Line Items] | |||
Total sales and marketing expenses | 628 | 0 | 0 |
External marketing expenses | |||
Disclosure Of Attribution Of Expenses By Nature To Their Function [Line Items] | |||
Total sales and marketing expenses | 4,126 | 2,070 | 1,208 |
Amortization of intangible assets | |||
Disclosure Of Attribution Of Expenses By Nature To Their Function [Line Items] | |||
Total sales and marketing expenses | 5,949 | 1,817 | 1,817 |
Total technology expenses | 419 | 129 | 15 |
Share option charge | |||
Disclosure Of Attribution Of Expenses By Nature To Their Function [Line Items] | |||
Total sales and marketing expenses | 417 | 524 | 63 |
Total technology expenses | 20 | 0 | 91 |
Total general and administrative expenses | 2,777 | 1,471 | 217 |
External content | |||
Disclosure Of Attribution Of Expenses By Nature To Their Function [Line Items] | |||
Total sales and marketing expenses | 3,166 | 1,031 | 0 |
Other | |||
Disclosure Of Attribution Of Expenses By Nature To Their Function [Line Items] | |||
Total sales and marketing expenses | 1,867 | 263 | 500 |
Total technology expenses | 577 | 257 | 201 |
Total general and administrative expenses | 2,358 | 1,166 | 233 |
Depreciation of property and equipment | |||
Disclosure Of Attribution Of Expenses By Nature To Their Function [Line Items] | |||
Total technology expenses | 0 | 46 | 13 |
Total general and administrative expenses | 190 | 130 | 110 |
Software and subscriptions | |||
Disclosure Of Attribution Of Expenses By Nature To Their Function [Line Items] | |||
Total technology expenses | 671 | 219 | 0 |
Amortization of right-of-use assets | |||
Disclosure Of Attribution Of Expenses By Nature To Their Function [Line Items] | |||
Total general and administrative expenses | 401 | 279 | 272 |
Short term leases | |||
Disclosure Of Attribution Of Expenses By Nature To Their Function [Line Items] | |||
Total general and administrative expenses | 441 | 382 | 203 |
Legal and consultancy fees | |||
Disclosure Of Attribution Of Expenses By Nature To Their Function [Line Items] | |||
Total general and administrative expenses | 4,177 | 2,590 | 928 |
Acquisition related costs | |||
Disclosure Of Attribution Of Expenses By Nature To Their Function [Line Items] | |||
Total general and administrative expenses | 539 | 520 | 0 |
Accounting and legal fees related to offering | |||
Disclosure Of Attribution Of Expenses By Nature To Their Function [Line Items] | |||
Total general and administrative expenses | 0 | 963 | 724 |
Costs related to lease termination | |||
Disclosure Of Attribution Of Expenses By Nature To Their Function [Line Items] | |||
Total general and administrative expenses | 0 | 0 | 155 |
Employees’ bonuses related to offering | |||
Disclosure Of Attribution Of Expenses By Nature To Their Function [Line Items] | |||
Total general and administrative expenses | 0 | 1,085 | 0 |
Insurance | |||
Disclosure Of Attribution Of Expenses By Nature To Their Function [Line Items] | |||
Total general and administrative expenses | $ 655 | $ 384 | $ 0 |
FINANCE INCOME AND FINANCE EX_3
FINANCE INCOME AND FINANCE EXPENSES - Summary of Finance Income and Finance Expenses (Detail) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Disclosure Of Finance Income And Expenses [Abstract] | |||
Finance Income (foreign exchange gain) | $ 2,322 | $ 2,581 | $ 303 |
Foreign exchange loss | 225 | 1,041 | 173 |
Interest expense on borrowings | 464 | 480 | 1,521 |
Interest expense on lease liabilities | 182 | 188 | 204 |
Unwinding of deferred consideration | 0 | 0 | |
Warrants repurchase | 0 | 0 | 157 |
Other finance results | 103 | 100 | 44 |
Finance expenses | 1,299 | 1,809 | 2,099 |
Net finance income (loss) | $ 1,023 | $ 772 | $ (1,796) |
BASIC AND DILUTED INCOME PER _3
BASIC AND DILUTED INCOME PER SHARE - Summary of Loss Per Share Calculation (Details) - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Earnings per share [abstract] | |||
Net income for the period attributable to shareholders | $ 2,390 | $ 12,453 | $ 15,151 |
Weighted-average number of ordinary shares, basic (in shares) | 35,828,204 | 30,886,559 | 27,595,446 |
Net income per share attributable to shareholders, basic (in usd per share) | $ 0.07 | $ 0.40 | $ 0.55 |
Weighted-average number of ordinary shares, diluted (in shares) | 38,212,108 | 33,746,536 | 30,879,550 |
Net income per share attributable to shareholders, diluted (in usd per share) | $ 0.06 | $ 0.37 | $ 0.49 |
BASIC AND DILUTED INCOME PER _4
BASIC AND DILUTED INCOME PER SHARE - Weighted-Average Number of Ordinary Shares Outstanding After Adjustment (Details) - shares | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Earnings per share [abstract] | |||
Weighted-average number of ordinary shares, basic (in shares) | 35,828,204 | 30,886,559 | 27,595,446 |
Effect of share options and warrants on issue (in shares) | 1,003,403 | 2,859,977 | 3,284,104 |
Shares issued and sold (in shares) | 1,380,501 | 0 | 0 |
Weighted-average number of ordinary shares, diluted (in shares) | 38,212,108 | 33,746,536 | 30,879,550 |
BASIC AND DILUTED INCOME PER _5
BASIC AND DILUTED INCOME PER SHARE - Additional Information (Details) - shares | 12 Months Ended | |||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Earnings per share [line items] | ||||
Number of share options and warrants outstanding (in shares) | 5,562,984 | 7,021,514 | 2,854,744 | 3,345,354 |
Employee Stock Option | ||||
Earnings per share [line items] | ||||
Instruments with potential future dilutive effect not included in calculation of diluted earnings per share (in shares) | 4,744,760 | 4,056,770 | 0 | |
Contingently Issuable Shares | ||||
Earnings per share [line items] | ||||
Instruments with potential future dilutive effect not included in calculation of diluted earnings per share (in shares) | 617,322 | 0 | 0 |
TAX CHARGE (CREDIT) - Summary o
TAX CHARGE (CREDIT) - Summary of Major Components of Income Tax Expense (Benefit) (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Major components of tax expense (income) [abstract] | |||
Current tax expense | $ 1,522 | $ 1,481 | $ 978 |
Deferred tax benefit | (1,012) | (1,770) | (5,377) |
Income tax expense (benefit) | $ 510 | $ (289) | $ (4,399) |
TAX CHARGE (CREDIT) - Additiona
TAX CHARGE (CREDIT) - Additional Information (Details) | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Major components of tax expense (income) [abstract] | |||
Applicable tax rate | 17.60% | 2.40% | 40.90% |
TAX CHARGE (CREDIT) - Summary_2
TAX CHARGE (CREDIT) - Summary of Reconciliation of Income Tax Expense (Benefit) (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Major components of tax expense (income) [abstract] | |||
Income before tax | $ 2,900 | $ 12,164 | $ 10,752 |
Effective tax expense | 3,190 | 608 | 538 |
Disallowed expenses (credits) | 1,722 | 239 | (692) |
Unrecognized deferred tax | (4,121) | (939) | (1,892) |
Change in estimates related to prior periods | 67 | 0 | 0 |
Tax incentives | (300) | 0 | 0 |
Income subject to other tax rates | 0 | (273) | (2,144) |
Other | (48) | 76 | (209) |
Income tax expense (benefit) | $ 510 | $ (289) | $ (4,399) |
RELATED PARTY TRANSACTIONS - Su
RELATED PARTY TRANSACTIONS - Summary of Compensation Paid or Payable to Key Management (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Related party transactions [abstract] | |||
Remuneration to key management and executive directors | $ 4,699 | $ 3,897 | $ 1,379 |
Non-executive directors’ fees | 958 | 401 | 246 |
Key management personnel compensation | $ 5,657 | $ 4,298 | $ 1,625 |
RELATED PARTY TRANSACTIONS - Ad
RELATED PARTY TRANSACTIONS - Additional Information (Details) $ in Thousands | 1 Months Ended | 12 Months Ended | ||||
Nov. 30, 2021 shares | Sep. 30, 2021 shares | Jul. 31, 2021 shares | Dec. 31, 2022 USD ($) shares | Dec. 31, 2021 USD ($) shares | Dec. 31, 2020 USD ($) shares | |
Disclosure Of Transactions Between Related Parties [Line Items] | ||||||
Directors' remuneration expense | $ | $ 2,006 | $ 1,202 | $ 834 | |||
Granted (in shares) | 120,000 | 10,000 | 875,544 | 4,186,770 | ||
Plan and Founders Award | ||||||
Disclosure Of Transactions Between Related Parties [Line Items] | ||||||
Granted (in shares) | 4,056,770 | 875,544 | 4,186,770 | 745,000 | ||
Plan and Founders Award | Chief Executive and Chief Operating Officers | ||||||
Disclosure Of Transactions Between Related Parties [Line Items] | ||||||
Granted (in shares) | 4,056,770 | |||||
Restricted shares expense | ||||||
Disclosure Of Transactions Between Related Parties [Line Items] | ||||||
Number of other equity instruments granted in share-based payment arrangement (in shares) | 32,942 | |||||
Restricted shares expense | Non-executive Directors | ||||||
Disclosure Of Transactions Between Related Parties [Line Items] | ||||||
Number of other equity instruments granted in share-based payment arrangement (in shares) | 32,942 | |||||
Key Executive | ||||||
Disclosure Of Transactions Between Related Parties [Line Items] | ||||||
Balance outstanding to a related party | $ | $ 1,399 | $ 584 | ||||
Granted (in shares) | 400,000 | |||||
Non-executive Directors | ||||||
Disclosure Of Transactions Between Related Parties [Line Items] | ||||||
Granted (in shares) | 156,214 |
RELATED PARTY TRANSACTIONS - _2
RELATED PARTY TRANSACTIONS - Summary of Transactions Carried Out With Related Parties (Details) - Related Parties - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Expenses | |||
Remuneration paid as consultancy fees | $ 1,780 | $ 1,874 | $ 874 |
Share option charges | 2,278 | 1,345 | 0 |
Salaries and wages | 1,599 | 1,079 | 751 |
Other expenses | 8 | 20 | 16 |
Expenses | $ 5,665 | $ 4,318 | $ 1,641 |
RELATED PARTY TRANSACTIONS - _3
RELATED PARTY TRANSACTIONS - Summary of Warrants Held by Related Parties (Details) - shares | Dec. 31, 2022 | Dec. 31, 2021 |
Key Management and Executive Directors | ||
Disclosure Of Transactions Between Related Parties [Line Items] | ||
Number of stock options and warrants held by related parties (in shares) | 4,662,930 | 6,216,514 |
PERSONNEL - Summary of Average
PERSONNEL - Summary of Average Number of Employees (Details) - employee | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Number And Average Number Of Employees [Line Items] | |||
Average number of employees | 346 | 186 | 111 |
Executive Directors | |||
Number And Average Number Of Employees [Line Items] | |||
Average number of employees | 1 | 1 | 1 |
Non-executive Directors | |||
Number And Average Number Of Employees [Line Items] | |||
Average number of employees | 6 | 6 | 5 |
Sales and Marketing Employees | |||
Number And Average Number Of Employees [Line Items] | |||
Average number of employees | 191 | 96 | 57 |
Technology Employees | |||
Number And Average Number Of Employees [Line Items] | |||
Average number of employees | 91 | 58 | 30 |
General and Administrative Employees | |||
Number And Average Number Of Employees [Line Items] | |||
Average number of employees | 57 | 25 | 18 |
PERSONNEL - Additional Informat
PERSONNEL - Additional Information (Details) - employee | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 |
Number and average number of employees [abstract] | |||
Number of employees | 395 | 229 | 119 |
EVENTS AFTER THE REPORTING PE_2
EVENTS AFTER THE REPORTING PERIOD (Details) $ in Thousands | 1 Months Ended |
Jan. 31, 2023 USD ($) | |
Roto Sports, Inc. | Consideration Payment | |
Disclosure Of Nonadjusting Events After Reporting Period [Line Items] | |
Consideration paid (received) | $ 2,500 |