Cover
Cover | 12 Months Ended |
Dec. 31, 2023 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, 2023 |
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 | 37,222,549 |
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 Financial Statement Error Correction 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 | 2023 |
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, 2023 | |
Audit Information [Abstract] | |
Auditor Name | BDO LLP |
Auditor Location | London, United Kingdom |
Auditor Firm ID | 1295 |
Consolidated Statements of Comp
Consolidated Statements of Comprehensive Income (Loss) € in Thousands, $ in Thousands | 12 Months Ended | ||
Dec. 31, 2023 USD ($) $ / shares | Dec. 31, 2022 USD ($) $ / shares | Dec. 31, 2021 USD ($) $ / shares | |
Statement of comprehensive income [abstract] | |||
Revenue | $ 108,652 | $ 76,507 | $ 42,323 |
Cost of sales | (9,112) | (2,959) | 0 |
Gross profit | 99,540 | 73,548 | 42,323 |
Sales and marketing expenses | (35,331) | (33,740) | (14,067) |
Technology expenses | (10,287) | (6,764) | (3,947) |
General and administrative expenses | (24,291) | (19,519) | (13,014) |
Movements in credit losses allowance and write-offs | (914) | (796) | 97 |
Fair value movement on contingent consideration | (6,939) | (10,852) | 0 |
Operating profit | 21,778 | 1,877 | 11,392 |
Finance income | 634 | 2,322 | 2,581 |
Finance expenses | (2,271) | (1,299) | (1,809) |
Income before tax | 20,141 | 2,900 | 12,164 |
Income tax (charge) credit | (1,881) | (510) | 289 |
Net income for the year attributable to the shareholders | 18,260 | 2,390 | 12,453 |
Other comprehensive income (loss) | |||
Exchange differences on translating foreign currencies | 2,868 | (4,793) | (4,812) |
Total comprehensive income (loss) for the year attributable to the shareholders | $ 21,128 | $ (2,403) | $ 7,641 |
Net income per share attributable to shareholders, basic (in usd per share) | $ / shares | $ 0.49 | $ 0.07 | $ 0.40 |
Net income per share attributable to shareholders, diluted (in usd per share) | $ / shares | $ 0.47 | $ 0.06 | $ 0.37 |
Consolidated Statements of Fina
Consolidated Statements of Financial Position - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Non-current assets | ||
Property and equipment | $ 908 | $ 714 |
Right-of-use assets | 1,460 | 1,818 |
Intangible assets | 98,000 | 88,521 |
Deferred compensation cost | 0 | 29 |
Deferred tax asset | 7,134 | 5,832 |
Total non-current assets | 107,502 | 96,914 |
Current assets | ||
Trade and other receivables | 21,938 | 12,222 |
Inventories | 0 | 75 |
Cash and cash equivalents | 25,429 | 29,664 |
Total current assets | 47,367 | 41,961 |
Total assets | 154,869 | 138,875 |
Equity | ||
Share capital | 0 | 0 |
Capital reserve | 74,166 | 63,723 |
Treasury shares | (3,107) | (348) |
Share options and warrants reserve | 7,414 | 4,411 |
Foreign exchange translation deficit | (4,207) | (7,075) |
Retained earnings | 44,658 | 26,398 |
Total equity | 118,924 | 87,109 |
Non-current liabilities | ||
Other payables | 0 | 290 |
Deferred consideration | 0 | 4,774 |
Contingent consideration | 0 | 11,297 |
Lease liability | 1,190 | 1,518 |
Deferred tax liability | 2,008 | 2,179 |
Total non-current liabilities | 3,198 | 20,058 |
Current liabilities | ||
Trade and other payables | 10,793 | 6,342 |
Deferred income | 2,207 | 1,692 |
Deferred consideration | 18,811 | 2,800 |
Contingent consideration | 0 | 19,378 |
Other liability | 308 | 226 |
Lease liability | 533 | 554 |
Income tax payable | 95 | 716 |
Total current liabilities | 32,747 | 31,708 |
Total liabilities | 35,945 | 51,766 |
Total equity and liabilities | $ 154,869 | $ 138,875 |
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 DEFICIT | RETAINED EARNINGS |
Opening carrying amount 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-based payment expense | 2,146 | 2,146 | |||||
Share options expired | 0 | ||||||
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) | |||||
Total comprehensive income (loss) for the year attributable to the shareholders | 7,641 | (4,812) | 12,453 | ||||
Closing carrying amount 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-based payment expense | 3,132 | 3,132 | |||||
Exercise of options | 0 | 151 | (151) | ||||
Share options expired | 0 | ||||||
Repurchase of warrant | (800) | (1,012) | 212 | ||||
Transfer between reserves upon IPO | 0 | ||||||
Increase (decrease) through transactions with owners, equity | 9,603 | 7,770 | (348) | 1,969 | 212 | ||
Net income | 2,390 | 2,390 | |||||
Exchange differences on translating foreign currencies | (4,793) | (4,793) | |||||
Total comprehensive income (loss) for the year attributable to the shareholders | (2,403) | (4,793) | 2,390 | ||||
Closing carrying amount at Dec. 31, 2022 | 87,109 | 0 | 63,723 | (348) | 4,411 | (7,075) | 26,398 |
Issue of ordinary shares, net of issuance costs | 10,216 | 10,216 | |||||
Treasury shares acquired | (2,759) | (2,759) | |||||
Share-based payment expense | 3,124 | 3,124 | |||||
Exercise of options | 106 | 201 | (95) | ||||
Share options expired | 0 | 26 | (26) | ||||
Transfer between reserves upon IPO | 0 | ||||||
Increase (decrease) through transactions with owners, equity | 10,687 | 10,443 | (2,759) | 3,003 | 0 | 0 | |
Net income | 18,260 | 18,260 | |||||
Exchange differences on translating foreign currencies | 2,868 | 2,868 | |||||
Total comprehensive income (loss) for the year attributable to the shareholders | 21,128 | 2,868 | 18,260 | ||||
Closing carrying amount at Dec. 31, 2023 | $ 118,924 | $ 0 | $ 74,166 | $ (3,107) | $ 7,414 | $ (4,207) | $ 44,658 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Cash flow from operating activities | |||
Income before tax | $ 20,141 | $ 2,900 | $ 12,164 |
Finance cost / (income), net | 1,637 | (1,023) | (772) |
Adjustments for non-cash items: | |||
Depreciation and amortization | 2,088 | 6,959 | 2,401 |
Movements in credit loss allowance | 914 | 796 | (97) |
Fair value movement on contingent consideration | 6,939 | 10,852 | 0 |
Share-based payment expense | 3,607 | 3,214 | 1,995 |
Warrants repurchased | 0 | (800) | 0 |
Income tax paid | (3,826) | (1,444) | (2,092) |
Payment of contingent consideration | (4,621) | 0 | 0 |
Payment of deferred consideration | (2,897) | 0 | 0 |
Other | 0 | 0 | 70 |
Cash flows from operating activities before changes in working capital | 23,982 | 21,454 | 13,669 |
Changes in working capital | |||
Trade and other receivables | (10,387) | (5,838) | (549) |
Trade and other payables | 4,240 | 3,214 | 877 |
Inventories | 75 | (75) | 0 |
Cash flows generated by operating activities | 17,910 | 18,755 | 13,997 |
Cash flows from investing activities | |||
Acquisition of property and equipment | (451) | (330) | (305) |
Acquisition of intangible assets | (8,792) | (8,958) | (5,269) |
Payment of deferred consideration | (4,933) | 0 | 0 |
Payment of contingent consideration | (5,557) | 0 | 0 |
Acquisition of subsidiaries, net of cash acquired | 0 | (23,411) | 0 |
Interest received from bank deposits | 259 | 0 | 0 |
Cash flows used in investing activities | (19,474) | (32,699) | (5,574) |
Cash flows from financing activities | |||
Exercise of share options | 106 | 0 | 0 |
Issue of ordinary shares | 0 | 0 | 39,060 |
Equity issue costs | 0 | 0 | (3,150) |
Interest payment attributable to deferred consideration settled | 110 | 0 | 0 |
Treasury shares acquired | (2,572) | (348) | 0 |
Repayment of borrowings | 0 | (6,000) | 0 |
Interest payment attributable to third party borrowings | 0 | (458) | (509) |
Principal paid on lease liability | (402) | (315) | (225) |
Interest paid on lease liability | (165) | (189) | (188) |
Cash flows used in financing activities | (3,143) | (7,310) | 34,988 |
Net movement in cash and cash equivalents | (4,707) | (21,254) | 43,411 |
Cash and cash equivalents at the beginning of the year | 29,664 | 51,047 | 8,225 |
Net foreign exchange differences on cash and cash equivalents | 472 | (129) | (589) |
Cash and cash equivalents at the end of the year | 25,429 | 29,664 | 51,047 |
Supplemental non-cash items | |||
Right-of-use assets | 75 | 839 | 70 |
Issue of ordinary shares for acquisitions | $ 9,912 | $ 7,392 | $ 0 |
GENERAL COMPANY INFORMATION
GENERAL COMPANY INFORMATION | 12 Months Ended |
Dec. 31, 2023 | |
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 Jersey in accordance with the provisions of the Companies (Jersey) Law 1991, as amended. We redomiciled from Malta to 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, 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 online casino and online sports betting and the fantasy sports industry. Through our proprietary technology platform, we publish a portfolio of premier branded websites including Gambling.com, Casinos.com, RotoWire.com, and Bookies.com. Each of our websites is bespoke and tailored for different user interests and markets within the online gambling industry and include original and curated news relating to the sector, such as odds, statistics, product reviews and product comparisons of online gambling services around the world. We attract online gamblers through online marketing efforts and refer these online gamblers to companies that are licensed by gambling regulators to provide real-money online gambling services, known as online gambling operators, who convert online gamblers into paying players. In this way, we provide business-to-business, or B2B, digital marketing services to online gambling operators. The Group has a workforce of almost 500 employees and primarily operates from our offices in Ireland, the United States and Malta. |
SUMMARY OF SIGNIFICANT ACCOUNTI
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 12 Months Ended |
Dec. 31, 2023 | |
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 were approved and authorized for issuance by the board of directors on March 21, 2024. 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. The valuation methodology utilized and the relevant key 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 2023 The Group has analyzed the following amendments to existing standards that are mandatory for the Group’s accounting period beginning on January 1, 2023, and determined they had limited or no impact on the Group’s financial statements: ▪ Amendments to IAS 1, Presentation of Financial Statements and IFRS Practice Statement 2: 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 ▪ Amendments to IAS 12 Income taxes: International Tax Reform – Pillar Two Model Rules Standards Issued but Not Yet Effective There were a number of standards and interpretations which were issued but not yet effective at December 31, 2023 and therefore have not been adopted within 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, 2024: ▪ Amendments to IAS 1, Presentation of Financial Statements and IFRS Practice Statement 2: Classification of Liabilities as Current vs Non-Current; and Non-current Liabilities with Covenants ▪ Amendments to IAS16, Leases: Lease Liability in a Sale and Leaseback ▪ Amendments to IAS 7 Statement of Cash Flows and IFRS 7 Financial Instruments: Disclosures: Supplier Finance Arrangements ▪ Amendments to IAS 21 The Effects of Changes in Foreign Exchange Rates: Lack of Exchangeability BASIS OF CONSOLIDATION The consolidated financial statements comprise the financial statements of the Group as of December 31, 2023 and 2022 and for each of the three years in the period ended December 31, 2023, 2022 and 2021. 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 arising from transactions between members of the Group are eliminated in full on consolidation. The material subsidiaries of the Company as of December 31, 2023, 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 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 these consolidated 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 board of directors have prepared detailed revenue, operating expense and cash flow 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 EUR: Period End (1) Average for Period (2) Beginning of Period (1) Low High Year ended December 31, (EUR per USD) 2023 0.91 0.92 0.93 0.89 0.96 2022 0.93 0.95 0.88 0.87 1.05 2021 0.88 0.85 0.81 0.81 0.89 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, Inc. and Roto Sports, Inc. which have 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 issuance 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, 2023, 2022 and 2021, the Group had one finite-life mobile app 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. During the year ended December 31, 2023, 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, 2023 , 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, 1905 1905 Performance marketing, domain names and related websites 69,971 61,454 Fantasy sports, domain names and related websites 8,100 8,100 78,071 69,554 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 wa s based on projected cash flows for 2024-2034 in which an average annual rate of growth between 3% and 12% was assumed and a long-term sustainable growth rate of 3% was applied. Management concluded that the 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 14%. 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 2024-2034 in which an average annual rate of growth between 3% and 11% was assumed and a long-term sustainable growth rate of 3% was applied. Management concluded that the 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 14%. 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, 2023, 2022 and 2021, 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. During the year ended December 31, 2023, 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 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. During the year ended December 31, 2023, 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 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 was 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 was 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 . In April 2023, the Group settled contingent consideration related to the BonusFinder (as defined below) acquisition totaling an aggregate of $20,090 of which $10,178 was paid in cash and $9,912 was paid in ordinary shares of the Group. The payment is reflected in the cash flows partly within investing and partly within operating activities. The portion of the payment related to original estimate of the fair value of contingent consideration of $5,557 is reported within investing activities in the cash flow statement and the portion of the payment related to the increase in the consideration value on account of the fair value movements since the acquisition of $4,621 is reported within operating cash flows. See Note 5 for a complete discussion of this acquisition. On June 30, 2023, the Company entered into an agreement with the sellers of BonusFinder which modified terms of the original share purchase agreement relating to the final earnout payment. The agreement terminated the earn-out period early effective as of June 30, 2023. The agreement provides that fixed consideration of EUR18,000 will be paid in two installments, (i) EUR5,000 was paid on July 7, 2023 (see below), and (ii) EUR13,000 is payable on April 30, 2024. The Company has the option, but not the obligation, to pay up to 50% of the payment described in clause (ii) in unregistered ordinary common shares. The modification of the initial share purchase agreement did not cause changes above 10% in present value of the liability, and therefore was concluded to be not substantial. The liability was presented as deferred consideration as from June 30, 2023. In July 2023, the Company settled the first installment of EUR5,000 ($5,440). The payment was reflected in the cash flows partly within investing activities being the original estimate of the fair value of $2,543 and partly within the operating activities being the part of the fair value movements after the acquisition of $2,897. As a result of modification of contingent consideration effective June 30, 2023 (explained below), the liability was presented as deferred consideration of EUR12,239 ($13,511) as of December 31, 2023. See Note 5 for a complete discussion of this acquisition. 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. In January 2023, the Group made a cash payment of deferred consideration related to the Roto Sports (as defined below) acquisition totaling an aggregate of $2,500. The payment is reflected in the cash flows partly within investing and partly within financing activities. The part of the payment related to original estimate of the fair value of deferred consideration of $2,390 is reported within investing activities in the cash flow statement and the part of the payment related to the increase in the consideration value on account of the interest element since the acquisition of $110 is reported within financing cash flows. See Note 5 for a complete discussion of this acquisition. During January, 2024, the Group settled consideration of $5,000 in cash to shareholders of Roto Sports (Note 25). 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 consider |
RISK MANAGEMENT
RISK MANAGEMENT | 12 Months Ended |
Dec. 31, 2023 | |
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 Company’s board of directors. The Group did not make use of derivative financial instruments to hedge risk exposures during the periods presented. (A) Market Risk (I) Foreign Exchange Risk Foreign currency risk is the risk that the fair value of future cash flows of an exposure will fluctuate because of changes in foreign exchange rates. The risk arises from future commercial transactions and recognised assets and liabilities which are denominated in a currency that is not the respective group companies’ functional currencies. The currencies in which transactions and balances are primarily denominated are the Euro (“EUR”), US dollar (“USD”) and British Pound Sterling (“GBP”). Management performs ongoing assessments of foreign currency fluctuations on financial results; however, the Group does not enter into any derivative financial instruments to manage its exposure to foreign currency risk. As of December 31, 2023 and 2022, 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 $12,688 and $4,743 and GBP-denominated net assets of $1,724 and $6,987, 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 $1,410 and $171 to the Group’s net profit (loss) for the year ended December 31, 2023. For the year ended December 31, 2022, 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). 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, 2023 2022 Cash and cash equivalents 25,429 29,664 Trade and other receivables (excluding prepayments and deferred compensation cost) 20,136 11,029 45,565 40,693 For the year ended December 31, 2023, revenues generated from a single customer amounted to 16% of the Group’s total revenue for the year. For the year ended December 31, 2022, no revenues generated from a single customers exceeded 10% of the Group's total revenue for the year. For the year ended December 31, 2021, revenues generated from the two largest single customers amounted to 13% and 10% of the Group’s total revenue 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, 2023 2022 Between one and two months 264 471 Between two and three months 849 109 More than three months 1,212 205 2,325 785 The Company recognized a specific provision of $681 on trade receivables in the year ended December 31, 2023 (December 31, 2022: $345). The activity in the credit loss allowance was as follows: Year ended December 31, 2023 2022 Balance at the beginning of the period 877 142 Movements in credit loss allowance 914 796 Translation effect (34) (61) Balance at the end of the period 1,757 877 The increase in trade and other receivables and in the credit loss allowance during the year ended December 31, 2023 was a result of overall business growth. 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, 2023, 2022 or 2021. (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 trade and other payables (Notes 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. Less than 1 year Between 1 and 2 years More than 2 years TOTAL As of December 31, 2023 Deferred consideration 19,229 — — 19,229 Trade and other payables 7,373 — — 7,373 Lease liability 533 522 1,018 2,073 Total 27,135 522 1,018 28,675 As of December 31, 2022 Contingent consideration 19,860 12,471 — 32,331 Deferred consideration 2,800 5,000 — 7,800 Trade and other payables 3,328 290 — 3,618 Lease liability 554 510 1,445 2,509 Total 26,542 18,271 1,445 46,258 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, 2023 and 2022 the net current asset position of the Group was $14,620 and $10,253 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, 2023, the Company did not have any financial assets and liabilities measured at fair value within the fair value hierarchy noted above. 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, 2023, and 2022 the carrying amounts of cash and cash equivalents, trade and other receivables, and trade and other payables, deferred consideration reflected in the consolidated statement of financial position are reasonable estimates of fair value in view of the nature of these instruments or the relatively short period of time between the origination of the instruments and their expected realization. |
CRITICAL ACCOUNTING ESTIMATES A
CRITICAL ACCOUNTING ESTIMATES AND JUDGEMENTS | 12 Months Ended |
Dec. 31, 2023 | |
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. The Group valued contingent consideration using an option approach methodology. On June 30, 2023, the Group entered into an agreement with the former shareholders of BonusFinder which modified terms of the original share purchase agreement relating to the remaining earnout payment. The agreement terminated the earn-out period early effective as of June 30, 2023. As of December 31, 2023 the consideration was classified as deferred consideration (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, 2023 and 2022, the Group made separate acquisitions of intellectual property consisting of domain names and related assets, as disclosed in Note 8. For the 2023 assets acquisitions, the Company performed concentration test and the criteria were satisfactory met. For the 2022 assets 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, 2023 and 2022, the Group had domain name intangibles with an indefinite useful life and the aggregate carrying value of $78,071 and $69,554, respectively. The Group also had one finite-life mobile apps intangible asset, which was amortized over its useful life of 48 months; the asset was fully amortized as of December 31, 2023. At December 31, 2023 and 2022, 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, 2023, 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, 2023, 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 2024—2034 in which an average annual rate of growth between 3% and 12% was assumed and a long-term sustainable growth rate of 3% was applied. The projected cash flows were discounted using a discount rate of 14%. 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 2024—2034 in which an average annual rate of growth between 3% and 11% 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 14%. 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, 2023 and 2022, 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. 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. For restricted share awards valued using the Finnerty model these assumptions and judgments include: estimating the future volatility of the stock price, risk-free interest rate, expected dividend yield, and length of holding period. For options valued using a Monte Carlo simulation these assumptions and judgments include: estimating the future volatility of the stock price, risk-free interest rate, expected dividend yield, holding restriction discount, and expected time to vest. See Note 14 for additional information on the valuation of options and warrants. ORDINARY SHARE VALUATIONS For valuations after the completion of the listing of our ordinary shares on The Nasdaq Global Market, our board of directors determine the fair value of each underlying ordinary share based on the closing price of our ordinary shares as reported on the date of grant. In valuing our ordinary shares prior to the listing of our ordinary shares 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 ordinary shares. 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 ordinary shares 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 ordinary shares for grant dates were based in part on the current available financial and operational information and the ordinary shares 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 ordinary share 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 assets can be utilized. The deferred tax asset recognized as of December 31, 2023 was based on management’s performance projections for 2024 – 2030. The deferred tax asset recognized as of December 31, 2022 was based on management’s performance projections for 2023 – 2027. 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 Roto Sports, 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, 2023 and 2022 the deferred tax liability was partly offset by deferred tax asset recognized on taxable losses from the US based operations in the post acquisition period. The balances are presented on a net basis only when relate to the same tax jurisdiction in the statement of financial position as of December 31, 2023 and 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 Income and (Loss). |
ACQUISITIONS
ACQUISITIONS | 12 Months Ended |
Dec. 31, 2023 | |
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 acquisition 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. Revenue associated with the acquired assets for the year ended December 31, 2022 amounted to $7,418. The Company cannot break out expenses incurred since the acquisition date. 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. 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, 2023, unwinding costs of deferred consideration payable for Roto Sports amounted to $230, and resulted in total deferred consideration bala nce of $5,300 as of December 31, 2023, which was all current portion. 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 balance. T he Group does not expect to incur financial expenses related to unwinding of the deferred consideration after December 2023. During the year ended December 31, 2023 , the Company paid the first deferred payment of $2,500, in cash. The part of the payment related to original estimate of the fair value of deferred consideration of $2,390 is reported within investing activities in the cash flow statement and the part of the payment related to the increase in the consideration value on account of the interest element since the acquisition of $110 is reported within financing cash flows. During January 2024, the Company paid the second deferred payment of $5,000 in cash to the former 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. 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. 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. 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, 2023, the outstanding balance of cash payable amounted to $308. 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). 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, during the year ended December 31, 2022 revenue associated with the acquired assets amounted to $10,400. If the acquisition had occurred on January 1, 2022, management estimates that consolidated revenue for the year ended December 31, 2022 would have been $11,150. The Company cannot break out expenses incurred since the acquisition date. In April 2023, the Group settled contingent consideration related to the BonusFinder acquisition totaling an aggregate of $20,090 of which $10,178 was paid in cash and $9,912 was paid in ordinary shares of the Group. The payment is reflected in the cash flows partly within investing and partly within operating activities. The part of the payment related to original estimate of the fair value of contingent consideration of $5,557 is reported within investing activities in the cash flow statement and the part of the payment related to the increase in the consideration value on account of the fair value movements since the acquisition of $4,621 is reported within operating cash flows. On June 30, 2023, the Company entered into an agreement with the former shareholders of BonusFinder, which modified terms of the original share purchase agreement in relation to the final consideration payment. As per the agreement, the original earn-out period was terminated early as of June 30, 2023. In exchange, a fixed consideration of EUR18,000 is payable in two installments: (i) paid July 7, 2023 (EUR5,000) and (ii) April 2024 (EUR13,000). The Company has the option, but not the obligation, to pay up to 50% of the EUR13,000 payment due in April 2024 in unregistered ordinary shares. In July 2023, the Company settled first installment of EUR5,000 ($5,440). The payment was reflected in the cash flows partly within investing activities being the original estimate of the fair value of $2,543 and partly within the operating activities being the part of the fair value movements after the acquisition of $2,897. As a result of modification of contingent consideration effective June 30, 2023 (see Note 3), the liability was presented as deferred consideration of EUR12,239 ($13,511) as of December 31, 2023 . The fair value of the BonusFinder contingent consideration prior to modification as agreed on June 30, 2023 was computed based on revenue growth expectations and forecasted contribution margins. Final valuation carried out as of June 30, 2023 utilized the following assumptions as part of the option approach methodology: (i) probability of obtaining the financial conditions ranging from 98-100% (December 31, 2022: 64-100%), (ii) discount rates ranging from 7.59-7.67% (December 31, 2022: 7.44-7.45%), (iii) inflation rates of 2.13% (December 31, 2022: ranging between 2.16-2.23%), and (iv) volatility of 49.6% (December 31, 2022: 36.5%). During the year ended December 31, 2023, fair value movements on contingent consideration for BonusFinder amounted to EUR6,384 ($6,939). During the year ended December 31, 2022 , fair value movements on contingent consideration for BonusFinder amounted to EUR10,343 ($10,852). No fair value movements were recognized after the modification during the six months ended December 31, 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 the BonusFinder 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, 2023 | |
Disclosure of detailed information about property, plant and equipment [abstract] | |
PROPERTY AND EQUIPMENT | PROPERTY AND EQUIPMENT COMPUTER LEASEHOLD TOTAL Net book amount as of January 1, 2023 598 116 714 Additions 436 15 451 Depreciation charge (225) (21) (246) Translation differences (7) (4) (11) As of December 31, 2023 802 106 908 Cost 1,460 234 1,694 Accumulated depreciation (658) (128) (786) Net book amount as of December 31, 2023 802 106 908 Net book amount as of January 1, 2022 433 136 569 Additions 330 — 330 Depreciation charge (170) (20) (190) Translation differences 5 — 5 As of December 31, 2022 598 116 714 Cost 1,024 219 1,243 Accumulated depreciation (426) (103) (529) Net book amount as of December 31, 2022 598 116 714 For the years ended December 31, 2023, 2022 and 2021, cash paid for the acquisition of property and equipment was $451, $330 and $305, respectively. For the years ended December 31, 2023, 2022 and 2021, the Company expensed low value office equipment with a net book value of $143, $11 and $36, respectively. The following is the reconciliation of depreciation expense: Year Ended December 31, 2023 2022 2021 Depreciation expensed to technology expenses — — 46 Depreciation expensed to general and administrative expenses 246 190 130 Total depreciation expense 246 190 176 |
LEASES
LEASES | 12 Months Ended |
Dec. 31, 2023 | |
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 As of January 1, 2023 1,818 2,072 Additions 75 75 Amortization of right-of-use assets (436) — Interest expense — 165 Payments — (567) Lease termination (41) (40) Translation differences 44 18 As of December 31, 2023 1,460 1,723 As of January 1, 2022 1,465 1,679 Additions as 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) As of December 31, 2022 1,818 2,072 As of December 31, 2023 amounts falling due less than one year of $533 were Included within lease liabilities (December 31, 2022: $554 ). 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, 2023 2022 2021 Short-term leases 567 441 382 Future lease commitments In December 2023 a subsidiary of the Group committed a long term lease agreement for an office property in Charlotte, North Caroline. The lease is expected to start in July 2024, and has a minimum non-cancelable duration of 8 years, with an option to renew for additional 3 years. The lease will result in finance cash out flow of $3,100 over non-cancelable lease term. |
INTANGIBLE ASSETS
INTANGIBLE ASSETS | 12 Months Ended |
Dec. 31, 2023 | |
Disclosure of detailed information about intangible assets [abstract] | |
INTANGIBLE ASSETS | INTANGIBLE ASSETS DOMAIN GOODWILL CUSTOMER CONTENT INTERNALLY DEVELOPED INTANGIBLES TOTAL Net book amount as of January 1, 2023 69,554 10,800 5,137 — 3,030 88,521 Additions 6,591 — 287 — 1,914 8,792 Amortization charge (Note 19) (60) — (461) — (885) (1,406) Translation differences 1,986 — 1 — 106 2,093 Net book amount as of December 31, 2023 78,071 10,800 4,964 — 4,165 98,000 Cost 85,022 10,800 7,589 3,548 5,623 112,582 Accumulated amortization (6,951) — (2,625) (3,548) (1,458) (14,582) Net book amount as of December 31, 2023 78,071 10,800 4,964 — 4,165 98,000 Net book amount as of January 1, 2022 23,922 — — — 1,497 25,419 Business combinations (Note 5) 42,599 10,776 6,314 3,562 — 63,251 Additions 6,465 — — — 1,993 8,458 Amortization charge (Note 19) (1,237) — (1,146) (3,534) (451) (6,368) Translation differences (2,195) 24 (31) (28) (9) (2,239) Net book amount as of 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 as of December 31, 2022 69,554 10,800 5,137 — 3,030 88,521 As of December 31, 2023 domain names, mobile apps and related websites balance included a fully amortized mobile app with book value $6,867 (December 31, 2022: $6,616). For the years ended December 31, 2023, 2022 and 2021, cash paid for the acquisition of intangible assets and capitalized software developments was $8,792, $8,958 and $5,269, respectively. The following table distinguishes finite and indefinite intangible assets, excluding goodwill, as of December 31, 2023 and 2022: As of December 31, 2023 2022 Net book value of assets with finite useful lives Customer contracts 4,964 5,137 Internally developed intangibles 4,165 3,030 Total net book value of assets with finite useful lives 9,129 8,167 Net book value of assets with indefinite useful lives Domain names and related websites 78,071 69,554 Total net book value of intangible assets 87,200 77,721 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, 2023 | |
Trade and other receivables [abstract] | |
TRADE AND OTHER RECEIVABLES | TRADE AND OTHER RECEIVABLES As at December 31, 2023 2022 Current Trade receivables, net 19,012 9,838 Accrued revenue 116 575 Prepayments 1,802 954 Other receivables 851 353 Deposits 157 263 Deferred compensation cost — 239 21,938 12,222 As at December 31, 2023 2022 Trade receivables, gross 20,769 10,715 Credit loss allowance (1,757) (877) 19,012 9,838 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, 2023 | |
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: As at December 31, 2023 2022 Cash at bank 25,429 29,664 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 federal or locally insured limits. |
SHARE CAPITAL
SHARE CAPITAL | 12 Months Ended |
Dec. 31, 2023 | |
Disclosure of classes of share capital [abstract] | |
SHARE CAPITAL | SHARE CAPITAL Total authorized shares of the Company were unlimited and have no par value. The following table outlines common share activity for each period presented. SHARES USD As of January 1, 2023 36,431,633 — Issue of restricted ordinary share awards (Note 12) 33,194 — Issue of ordinary shares in exchange of share options exercised (Note 13) 35,203 — Issue of ordinary shares as a partial payment of contingent consideration ( Note 5) 1,005,929 — Treasury shares acquired (283,410) — As of December 31, 2023 37,222,549 — As of January 1, 2022 33,806,422 — Issue of restricted ordinary share awards (Note 12) 32,942 — Issue of ordinary shares in exchange of warrants' exercise 1,907,377 — Issue of ordinary shares in exchange of share options' exercise (Note 13) 3,042 — Issue of ordinary shares as payment of consideration for Roto Sports acquisition (Note 5) 451,264 — Issue of ordinary shares as payment of consideration for BonusFinder acquisition (Note 5) 269,294 — Treasury shares acquired (38,708) — As of December 31, 2022 36,431,633 — As at January 1, 2021 28,556,422 64 Issue of ordinary shares in initial public offering ( Note 12) 5,250,000 — Transfer to capital reserve upon change of par value — (64) As at December 31, 2021 33,806,422 — 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, 2023 and 2022, 283,410 and 38,708 shares have been repurchased with an average price $9.74 and $8.95 for a total cost of $2,759 and $348, respectively. Since the commencement of the share repurchase program 322,118 shares were purchased at an average share price of $9.65 for the total cost of $3,107. As at December 31, 2023, the balance of $187 was outstanding for share repurchases carried out during the year. The balance was settled in January 2024. The timing and actual number of shares repurchased, if any, will depend on a variety of factors, including price, general business and market conditions, available liquidity, alternative investment opportunities, and other factors. The share repurchase program does not obligate the Company to acquire any particular amount of ordinary shares. The Company intends to use current cash and cash equivalents and the cash flow it generates from operations to fund the share repurchase program. All shares purchased will be held in the Company’s treasury for possible future use. Secondary offering of ordinary shares On June 20, 2023, certain shareholders of the Company (the “Selling Shareholders”) completed an underwritten secondary offering (the “secondary offering”) of 4,887,500 ordinary shares at a public offering price of $9.25 per ordinary share. The Company did not receive any proceeds from the sale of ordinary shares by the Selling Shareholders. The Company incurred $934 (including $201 bonuses paid to employees) in expenses in connection with the secondary offering during the year ended December 31, 2023, which are included in general and administrative expenses. |
CAPITAL RESERVE
CAPITAL RESERVE | 12 Months Ended |
Dec. 31, 2023 | |
Disclosure of classes of share capital [abstract] | |
CAPITAL RESERVE | CAPITAL RESERVE Year ended December 31, 2023 2022 2021 Opening carrying amount 63,723 55,953 19,979 Issue of ordinary shares as a payment of contingent consideration 9,912 — — — Issue of ordinary shares in initial public offering, net of attributable costs ( Note 11) — — 35,910 Issue of ordinary shares as payment of consideration for Roto Sports acquisition (Note 5) — 4,600 — — Issue of ordinary shares as payment of consideration for BonusFinder acquisition (Note 5) — 2,792 — — Share options and warrants exercised (Note 11, 13) 201 151 — Issue of restricted shares (Note 11, 14) 304 227 — Share options expired 26 — — — Transfer from share capital reserve upon change of par value — — 64 Closing carrying amount 74,166 63,723 55,953 |
SHARE OPTIONS AND WARRANTS RESE
SHARE OPTIONS AND WARRANTS RESERVE | 12 Months Ended |
Dec. 31, 2023 | |
Disclosure Of Share Options And Warrants Reserve [Abstract] | |
SHARE OPTIONS AND WARRANTS RESERVE | SHARE OPTION AND WARRANTS RESERVE As at December 31, 2023, there was a total of 5,852,864 warrants and options outstanding including 1,796,094 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, 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 250,000 warrants and 605,000 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. (see Note 14). Changes in the share option and warrants reserve are as follows: OPTIONS USD As of January 1, 2023 5,562,984 4,411 Share options expense — 2,667 Share options granted 359,666 509 Share options and warrants exercised (Note 12) (39,786) (95) Share options forfeited (26,042) (52) Share options expired (3,958) (26) As of December 31, 2023 5,852,864 7,414 As of January 1, 2022 7,021,514 2,442 Share options expense — 2,050 Share options granted 875,544 1,082 Share warrants exercised (2,114,744) (151) Share warrants repurchased (200,000) (1,012) Share options forfeited (19,330) — As of December 31, 2022 5,562,984 4,411 As at January 1, 2021 2,854,744 296 Share options and warrants expense — 640 Share warrants 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 |
SHARE-BASED PAYMENTS
SHARE-BASED PAYMENTS | 12 Months Ended |
Dec. 31, 2023 | |
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 2,905,535 shares as of December 31, 2023, 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, 2023, 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, 2023, 2022, and 2021 is as follows: NUMBER WEIGHTED Awards outstanding as of January 1, 2023 5,562,984 8.03 Granted 359,666 11.50 Forfeited (26,042) 9.94 Exercised (39,786) 4.10 Expired (3,958) 14.61 Awards outstanding as of December 31, 2023 5,852,864 8.25 Awards exercisable as of December 31, 2023 825,897 7.73 Awards outstanding as of 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 of December 31, 2022 5,562,984 8.03 Awards exercisable as of 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 Determination of Fair Value of Options and Warrants The options were valued using the Black-Scholes model with the following assumptions: Years ended December 31, 2023 2022 2021 Exercise price, USD 8.97 — 13.19 7.54 — 11.68 8.00 — 14.71 Share price, USD 8.97 — 13.19 7.54 — 11.68 8.00 — 14.71 Risk free rate 3.7 % — 4.5 % 1.5 % — 3.8 % 0.9 % — 1.2 % Estimated volatility (1) 45 % 45 % — 50 % 55 % Expected dividend yield nil nil nil Expected term in years 4.0 — 4.6 3.8 — 4.6 4.6 — 6.7 (1) Estimated volatility is based on historical volatility of comparable companies. As of December 31, 2023, 2022 and 2021, the weighted average remaining contractual life for options and warrants issued as share based payments was 6.99, 8.01 and 8.98 years, respectively. The range of exercise prices for options and warrants issued as share based payme nts was $3.52 to $14.71 per share, $7.53 to $ 11.68 per share, and $8.00 to $14.71 per share as of December 31, 2023, December 31, 2022, and December 31, 2021, respectively. 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, 2023, the performance conditions were not achieved for any of the tranches. In June 2021, a 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 had 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. 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 was EUR 3.01 ($3.65) per share and the share price was EUR 7.13 ($8.64) per share. 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. Year Ended December 31, 2023 2022 2021 High price 13.19 11.68 14.71 Low price 8.97 7.53 8.00 Restricted shares Year Ended December 31, 2023 2022 2021 Restricted Shares granted 33,194 32,942 — Price per share high 10.13 9.27 — Price per share low 10.13 7.87 — During the years ended December 31, 2023 and 2022, restricted shares issued to non-executive directors were valued using the Finnerty model and had a restricted periods of one year and between one Share-based Payment Expense Year ended December 31, 2023 2022 2021 Equity classified share options expense 3,124 3,132 1,286 Restricted shares expense 483 82 — Liability classified warrants' expense — — 709 Share-based payment expense 3,607 3,214 1,995 As of December 31, 2023 and 2022, there was $2.85 million and $2.98 million of total unrecognized share-based payment expense related to the 920,197 and 1,079,651 unvested stock options, respectively, that is expected to be recognized over a weighted-average remaining period of approximately 5.8 years and 6.41 years, respectively. 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, 2023 | |
Borrowings [abstract] | |
BORROWINGS | BORROWINGS In December 2020, the Group entered into a term loan agreement with an investor, pursuant to which it borrowed 8% bearing an interest rate of $6,000 and due in December 2022, which was used, in part, to redeem the remaining outstanding senior secured bonds due in 2021. The term loan was secured with the shares in the Group's subsidiaries. The term loan was accounted for at amortized cost using the effective interest method. The transaction costs directly attributable to the issuance were $66 and 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. For the years ended December 31, 2022 and 2021, the Group paid interest of $458 and $509, respectively, on the term loan. The term loan was repaid in full during December 2022. Below is the movements of the Company’s term loan during the years ended December 31, 2023 and 2022: Year ended December 31, 2023 2022 As at January 1, at fair value — 5,944 Interest accrued (Note 20) — 464 Amortization of issuance costs — 31 Interest paid — (458) Repayment of principal — (6,000) Translation differences — 19 As at December 31, at fair value — — |
TRADE AND OTHER PAYABLES
TRADE AND OTHER PAYABLES | 12 Months Ended |
Dec. 31, 2023 | |
Trade and other payables [abstract] | |
TRADE AND OTHER PAYABLES | TRADE AND OTHER PAYABLES AS AT 2023 2022 Non-current Accruals — 290 Current Trade payables (1) 1,862 1,235 Accruals (ii) 7,656 4,292 Indirect taxes 1,180 703 Other payables 95 112 10,793 6,342 (i) Trade payables balance is unsecured, interest-free and settled within 60 days from incurrence. (ii) Included in accruals are $4,709 (2022: $2,093) related to financial liabilities which is comprised of accrued media partnership costs and other unbilled operational expenses . |
DEFERRED TAX
DEFERRED TAX | 12 Months Ended |
Dec. 31, 2023 | |
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, 2023, deferred tax is presented on a gross basis in the consolidated statement of financial position as related to different tax jurisdictions and not eligible for offset. The following amounts determined after appropriate offsetting are shown in the consolidated statement of financial position: As At December 31, 2023 2022 Deferred tax asset 7,134 5,832 Deferred tax liability (2,008) (2,179) Deferred tax asset, net 5,126 3,653 The change in the deferred income tax account is as follows: As At December 31, 2023 2022 Deferred tax, net at the beginning of the period 3,653 7,028 Business combination (Note 5) — (4,008) Credited to the consolidated statement of comprehensive income (Note 22) 1,287 1,012 Translation differences 186 (379) Deferred tax, net at the end of the period 5,126 3,653 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, 2023 2022 Intangible assets - deferred tax assets 5,797 5,742 Intangible assets - deferred tax liability (3,193) (3,151) Trading losses and other allowances 2,522 1,062 Net deferred tax assets 5,126 3,653 At December 31, 2023 , the Group had unutilized trading losses and other allowances of $52,390 of which $29,199 were not recognized based on management’s performance projections for 2024 - 2028 and the related ability to utilize the tax losses resulting in a recognition of a deferred tax asset of $2,522. At December 31, 2023 , the Group had unutilized capital allowances of $58,665 related to intangible assets, of which $12,289 were not recognized based on management’s performance projections for 2024 – 2030 and related ability to utilize capital allowance resulting in a recognition of a deferred tax asset of $5,797. At December 31, 2023 , deferred tax liability amounted to $3,193 and related to intangible assets acquired as a part of Roto Sports acquisition (Note 5). 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 deferred tax asset recognition 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 $3,151 and related to intangible assets acquired as a part of Roto Sports acquisition (Note 5). |
REVENUE
REVENUE | 12 Months Ended |
Dec. 31, 2023 | |
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, 2023, our top ten customers accounted for 48% of our revenue and our largest customer accounted for 16% of our revenue. For the year ended December 31, 2022, our top ten customers accounted for 50% of our revenue and 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. The Group presents revenue as disaggregated by market based on the location of the end user as follows: Year ended December 31, 2023 2022 2021 North America 60,755 35,923 7,484 U.K. and Ireland 31,347 28,151 21,391 Other Europe 10,994 8,909 10,800 Rest of the world 5,556 3,524 2,648 Total revenues 108,652 76,507 42,323 The Group presents disaggregated revenue by monetization type as follows: Year ended December 31, 2023 2022 2021 Performance marketing 87,824 61,102 37,803 Subscription and content syndication 7,652 6,438 — Advertising and other 13,176 8,967 4,520 Total revenues 108,652 76,507 42,323 Presentation of revenue by monetization type for the comparative period was adjusted to consistently reflect changes in revenue’s classification in the current period. It resulted in a reclassification between performance marketing and advertising and other revenues of $ 881 for the year ended December 31, 2022. During the year ended December 31, 2023, performance marketing revenue was generated by the following categories: cost per acquisition 58%, revenue share 13% and hybrid 29%, compared to 59%, 14% and 27%, respectively, during the year ended December 31, 2022 and 49%, 10% and 41% during the year ended December 31, 2021. 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, 2023 2022 2021 Casino 66,869 50,923 35,632 Sports 40,634 25,086 6,188 Other 1,149 498 503 Total revenues 108,652 76,507 42,323 Contract balances The following table provides contract assets and contract liabilities from contracts with customers: As at December 31, 2023 2022 Contract assets 116 575 Contract liabilities (2,207) (1,692) The contract assets primary relate to the Group’s rights to consideration for services provided but not yet billed at the reporting date. The contract assets mainly relate to performance marketing revenue and subscription and content syndication revenue. The contract assets are transferred to receivables when the rights become unconditional and an invoice is issued. The contract liabilities arose after the acquisition of Roto Sports (Note 5), and primary relate to the advances received from customers for subscriptions purchased to RotoWire.com website, for which revenue is recognised over the time. It is expected that deferred income will be recognised as revenue over the next year. Below is the carrying amount of the Group’s contract liability and the movements during the year ended December 31, 2023 and 2022: 2023 2022 As at January 1 1,692 — Business combination (Note 5) — 1,120 Amounts included in contract liabilities that was recognised as revenue during the period (4,066) (3,537) Cash received in advance of performance and not recognized as revenue during the period 4,581 4,109 As at December 31 2,207 1,692 |
OPERATING EXPENSES
OPERATING EXPENSES | 12 Months Ended |
Dec. 31, 2023 | |
Material income and expense [abstract] | |
OPERATING EXPENSES | OPERATING EXPENSES Sales and marketing expenses Year ended December 31, 2023 2022 2021 People costs 22,334 17,587 8,362 Employees' bonuses related to acquisition 368 628 — External marketing expenses 6,083 4,126 2,070 External content 3,666 3,166 1,031 Amortization of intangible assets 521 5,949 1,817 Share-based payment expense 359 417 524 Other 2,000 1,867 263 Total sales and marketing expenses 35,331 33,740 14,067 Technology expenses Year ended December 31, 2023 2022 2021 People costs 7,541 5,077 3,296 Software and subscriptions 1,131 671 219 Depreciation of property and equipment — — 46 Amortization of intangible assets 885 419 129 Share-based payment expense 42 20 — Other 688 577 257 Total technology expenses 10,287 6,764 3,947 General and administrative expenses Year ended December 31, 2023 2022 2021 People costs 10,802 7,981 4,044 Share-based payment and related expenses 3,386 2,777 1,471 Legal and consultancy fees 3,901 4,177 2,590 Secondary offering related costs (Note 11) 733 — — Acquisition related costs 821 539 520 Initial offering related costs — — 963 Employees’ bonuses related to offering (Note 11) 201 — 1,085 Insurance 581 655 384 Short-term leases 567 441 382 Amortization of right-of-use assets 436 401 279 Depreciation of property and equipment 246 190 130 Other 2,617 2,358 1,166 Total general and administrative expenses 24,291 19,519 13,014 Other Share - based related expenses During the year ended December 31, 2023 the Group incurred costs of $180 being a third party consulting fees to evaluate updated share based benefits issued to personnel of the Group. Contributions to defined contribution plans Total contributions to defined contribution plans of $681, $723 and $nil are included in people costs across functions for the year ended December 31, 2023, 2022 and 2021, respectively. Fair value movements on contingent consideration The fair value movement on contingent consideration is directly associated with the acquisition of BonusFinder. see Note 5). |
FINANCE INCOME AND FINANCE EXPE
FINANCE INCOME AND FINANCE EXPENSES | 12 Months Ended |
Dec. 31, 2023 | |
Disclosure Of Finance Income And Expenses [Abstract] | |
FINANCE INCOME AND FINANCE EXPENSES | FINANCE INCOME AND FINANCE EXPENSES Year ended December 31, 2023 2022 2021 Foreign exchange gain 375 2,322 2,581 Interest income 259 — — Total finance income 634 2,322 2,581 Finance expense consists of the following: Foreign exchange loss 1,298 225 1,041 Unwinding of deferred consideration 735 325 — Interest expense on lease liabilities 165 182 188 Interest expense on borrowings — 464 480 Other finance results 73 103 100 Total finance expenses 2,271 1,299 1,809 Net finance (loss) income (1,637) 1,023 772 |
BASIC AND DILUTED INCOME PER SH
BASIC AND DILUTED INCOME PER SHARE | 12 Months Ended |
Dec. 31, 2023 | |
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 (amounts are in USD thousand except shares and per share amounts). Year ended December 31, 2023 2022 2021 Net income for the period attributable to shareholders 18,260 2,390 12,453 Weighted-average number of ordinary shares, basic 37,083,262 35,828,204 30,886,559 Net income per share attributable to shareholders, basic 0.49 0.07 0.40 Net income for the period attributable to shareholders 18,260 2,390 12,453 Weighted-average number of ordinary shares, diluted 38,542,166 38,212,108 33,746,536 Net income per share attributable to shareholders, diluted 0.47 0.06 0.37 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, 2023 2022 2021 Weighted-average number of ordinary shares, basic 37,083,262 35,828,204 30,886,559 Effect of share options and warrants on issue 495,252 1,003,403 2,859,977 Effect of contingently issuable ordinary shares related to business combinations 963,652 1,380,501 — Weighted-average number of ordinary shares, diluted 38,542,166 38,212,108 33,746,536 Share warrants and share options to purchase 5,852,864, 5,562,984 and 7,021,514 ordinary shares were outstanding at December 31, 2023, 2022 and 2021, respectively, that could potentially be dilutive in the future (Note 13). At December 31, 2023, 4,771,770 options (2022: 4,744,760; 2021: 4,056,770) were excluded from the diluted weighted-average number of ordinary shares calculation because their effect would have been anti-dilutive. At December 31, 2023, there were no contingently issuable ordinary shares that were each excluded from the diluted weighted-average number of ordinary shares calculation (December 31, 2022: 617,322; 2021:nil). |
TAX CHARGE (CREDIT)
TAX CHARGE (CREDIT) | 12 Months Ended |
Dec. 31, 2023 | |
Major components of tax expense (income) [abstract] | |
TAX CHARGE (CREDIT) | TAX CHARGE (CREDIT) Year Ended December 31, 2023 2022 2021 Current tax expense 3,168 1,522 1,481 Deferred tax benefit (Note 17) (1,287) (1,012) (1,770) 1,881 510 (289) For the years ended December 31, 2023, 2022 and 2021, the effective tax rate of the Group amounted to 9.3%, 17.6% and (2.4)%, respectively, as follows: Year ended December 31, 2023 2022 2021 Income before tax 20,141 2,900 12,164 Effective tax expense 2,721 3,190 608 Tax effects of: Disallowed expenses (credits) 635 1,722 239 Unrecognized deferred tax (1,266) (4,121) (939) Change in estimates related to prior periods (106) 67 — Tax incentives (115) (300) — Income subject to other tax rates — — (273) Other 12 (48) 76 1,881 510 (289) At December 31, 2023, outstanding income tax across jurisdictions amounted to $95 (December 31, 2022: $716 ) |
RELATED PARTY TRANSACTIONS
RELATED PARTY TRANSACTIONS | 12 Months Ended |
Dec. 31, 2023 | |
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. No other related parties with joint control or significant influence were identified. 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, 2023 2022 2021 Remuneration to key management and executive directors 5,033 4,699 3,897 Non-executive directors’ fees 1,225 958 401 6,258 5,657 4,298 The emoluments paid to the Directors (executive and non-executive) during the years ended December 31, 2023, 2022 and 2021 amounted to $3,189, $2,006 and $1,202, respectively. The following transactions were carried out with related parties: Year ended December 31, 2023 2022 2021 Expenses Remuneration expense 3,731 3,379 2,953 Share-based payments 2,527 2,278 1,345 Other expenses — 8 20 6,258 5,665 4,318 As at December 31, 2023 and 2022, the balance outstanding to key management and non-executive directors was $1,640 and $1,399, respectively and were included within accruals as the amounts are expected to be paid in less than one year. As at December 31, 2023 and 2022, the following stock options and warrants were held by related parties: 2023 2022 Share options held by key management, executive directors and non-executive directors 4,707,626 4,662,930 In 2023, the Company granted 44,666 share options and 33,194 restricted shares to non-executive directors (Notes 11,13 and 14). In 2022, the Company granted 156,124 share options and 32,942 restricted shares to non-executive directors (Notes 11, 13 and 14). In 2022, the Company granted 400,000 share options to a key executive (Note 13). In |
PERSONNEL
PERSONNEL | 12 Months Ended |
Dec. 31, 2023 | |
Number and average number of employees [abstract] | |
PERSONNEL | PERSONNEL The average number of employees, including executive and non-executive directors, during the year was as follows: Year ended December 31, 2023 2022 2021 Executive director 1 1 1 Non-executive directors 6 6 6 Sales and marketing employees 284 191 96 Technology employees 105 91 58 General and administrative employees 55 57 25 451 346 186 |
EVENTS AFTER THE REPORTING PERI
EVENTS AFTER THE REPORTING PERIOD | 12 Months Ended |
Dec. 31, 2023 | |
Events After The Reporting Period [Abstract] | |
EVENTS AFTER THE REPORTING PERIOD | EVENTS AFTER THE REPORTING PERIOD Roto Sports Payment During January 2024, the Company paid the second deferred payment of $5,000 in cash to the former shareholders of Roto Sports in accordance with the terms of the stock purchase agreement (Note 5). Wells Fargo Credit Agreement On March 19, 2024, the Company’s wholly owned subsidiaries, GDC Media Limited, GDC America, Inc., and Roto Sports, Inc., as borrowers, and the Company, as guarantor, entered into a credit agreement (the “Wells Fargo Credit Agreement”) with Wells Fargo Bank, National Association (“Wells Fargo”), as lender. The Wells Fargo Credit Agreement provides for a three-year $25,000 term loan (the “Term Loan”) and a $25,000 revolving credit facility (the “Revolving Credit Facility” and, together with the Term Loan, the “Wells Fargo Credit Facility”). Subject to the approval of Wells Fargo, the term loan commitments or revolving commitments may be incrementally increased by up to $10,000 in the aggregate. The Wells Fargo Credit Facility matures on March 19, 2027. The proceeds from the Wells Fargo Credit Facility, which is available in multi-currency drawdowns, are expected to be used for to be used for working capital, to settle deferred consideration, for permitted acquisitions, and for general corporate purposes and other permitted uses. The borrowers may designate each loan under the Wells Fargo Credit Facility as a (1) “Base Rate Loan”, (2) a “Term SOFR Loan”, (3) a “Eurocurrency Rate Loan” or (4) a “Daily Simple RFR Loan.” A Base Rate Loan bears interest at (i) the highest of (a) a Prime Rate, (b) Federal Funds rate plus 0.50% and (c) Adjusted Term Secured Overnight Finance Rate (“SOFR”) for one-month tenor plus 1.00%, (ii) plus an applicable margin of 2.5% per annum (the “Applicable Margin”). A Term SOFR Loan bears interest at a rate of SOFR Rate plus 0.10% plus the Applicable Margin. A Eurocurrency Rate Loan bears interest at an Adjusted Eurocurrency Rate plus the Applicable Margin. A Daily Simple RFR Loan bears interest at an Adjusted Daily Simple RFR Rate plus the Applicable Margin. The borrowers may prepay the Term Loan, and borrow, prepay and reborrow loans under the Revolving Credit Facility, without premium or penalty, subject to customary breakage costs for certain types of loans. The principal amount of the outstanding loans under the Wells Fargo Credit Facility, together with accrued and unpaid interest, is due on the maturity date. The borrower also obligated to pay other customary fees for a credit facility of this size and type. The obligations under the Wells Fargo Credit Agreement are secured by substantially all of the assets of the Company and the wholly subsidiaries that are borrowers under the Wells Fargo Credit Agreement. The Wells Fargo Credit Agreement requires the borrowers to comply with a maximum leverage ratio not greater than 3.00 to 1.00 and a minimum liquidity requirement. Additionally, the Wells Fargo Credit Agreement contains customary negative covenants, including covenants limiting the ability of the Company and its subsidiaries to, among other things, create or incur liens, incur indebtedness, pay dividends or distributions on their capital stock, effect certain mergers, make investments, sell or otherwise dispose of assets and enter into transactions with affiliates, in each case subject to customary exceptions for a credit facility of this size and type. Acquisition of Freebets.com and Related Assets On March 21, 2024, our wholly owned subsidiaries, GDC Media Limited and GDC UKGB Limited, as purchasers, and the Company, as guarantor, entered into an Asset Purchase Agreement (the “Freebets.com Asset Purchase Agreement”) with XLMedia PLC and XL Media Publishing Limited, as sellers, to acquire Freebets.com and related assets (the “Freebets.com Assets”). Closing of the acquisition of the Freebets.com Assets is expected to occur at the beginning of April 2024, subject to customary closing conditions. We will acquire these assets for a total consideration of between $37.5 million and $42.5 million, consisting of $20.0 million to be paid at closing, $10 million to be paid on the date of the six-month anniversary of closing, and between $7.5 million and $12.5 million to be paid on the one-year anniversary date of closing, subject to revenue performance of the Freebets.com Assets during the remainder of 2024. If the Freebets.com Assets generate less than 75% of a target revenue amount from April 1, 2024 to December 31, 2024, then no additional amount in excess of $7.5 million is required to be paid to the sellers on the one-year anniversary date. If the Freebets.com Assets generate between 75% and 100% of such target revenue amount, then the sellers will be entitled to receive additional consideration on the one-year anniversary date between $0 and $5.0 million on a linear scale based on such additional revenue generated. |
SUMMARY OF SIGNIFICANT ACCOUN_2
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) | 12 Months Ended |
Dec. 31, 2023 | |
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 were approved and authorized for issuance by the board of directors on March 21, 2024. |
New and Amended Standards Adopted by the Group in 2023 and Standards Issued but Not Yet Effective | New and Amended Standards Adopted by the Group in 2023 The Group has analyzed the following amendments to existing standards that are mandatory for the Group’s accounting period beginning on January 1, 2023, and determined they had limited or no impact on the Group’s financial statements: ▪ Amendments to IAS 1, Presentation of Financial Statements and IFRS Practice Statement 2: 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 ▪ Amendments to IAS 12 Income taxes: International Tax Reform – Pillar Two Model Rules Standards Issued but Not Yet Effective There were a number of standards and interpretations which were issued but not yet effective at December 31, 2023 and therefore have not been adopted within 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, 2024: ▪ Amendments to IAS 1, Presentation of Financial Statements and IFRS Practice Statement 2: Classification of Liabilities as Current vs Non-Current; and Non-current Liabilities with Covenants ▪ Amendments to IAS16, Leases: Lease Liability in a Sale and Leaseback ▪ Amendments to IAS 7 Statement of Cash Flows and IFRS 7 Financial Instruments: Disclosures: Supplier Finance Arrangements ▪ Amendments to IAS 21 The Effects of Changes in Foreign Exchange Rates: Lack of Exchangeability |
BASIS OF CONSOLIDATION | BASIS OF CONSOLIDATION The consolidated financial statements comprise the financial statements of the Group as of December 31, 2023 and 2022 and for each of the three years in the period ended December 31, 2023, 2022 and 2021. 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 arising from transactions between members of the Group are eliminated in full on consolidation. The material subsidiaries of the Company as of December 31, 2023, 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 |
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 these consolidated 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 EUR: Period End (1) Average for Period (2) Beginning of Period (1) Low High Year ended December 31, (EUR per USD) 2023 0.91 0.92 0.93 0.89 0.96 2022 0.93 0.95 0.88 0.87 1.05 2021 0.88 0.85 0.81 0.81 0.89 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 issuance 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, 2023, 2022 and 2021, the Group had one finite-life mobile app 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. During the year ended December 31, 2023, 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, 2023 , 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, 1905 1905 Performance marketing, domain names and related websites 69,971 61,454 Fantasy sports, domain names and related websites 8,100 8,100 78,071 69,554 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 wa s based on projected cash flows for 2024-2034 in which an average annual rate of growth between 3% and 12% was assumed and a long-term sustainable growth rate of 3% was applied. Management concluded that the 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 14%. 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 2024-2034 in which an average annual rate of growth between 3% and 11% was assumed and a long-term sustainable growth rate of 3% was applied. Management concluded that the 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 14%. 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, 2023, 2022 and 2021, 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. During the year ended December 31, 2023, 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 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 |
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. During the year ended December 31, 2023, 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 |
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 was 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 was 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 . In April 2023, the Group settled contingent consideration related to the BonusFinder (as defined below) acquisition totaling an aggregate of $20,090 of which $10,178 was paid in cash and $9,912 was paid in ordinary shares of the Group. The payment is reflected in the cash flows partly within investing and partly within operating activities. The portion of the payment related to original estimate of the fair value of contingent consideration of $5,557 is reported within investing activities in the cash flow statement and the portion of the payment related to the increase in the consideration value on account of the fair value movements since the acquisition of $4,621 is reported within operating cash flows. See Note 5 for a complete discussion of this acquisition. On June 30, 2023, the Company entered into an agreement with the sellers of BonusFinder which modified terms of the original share purchase agreement relating to the final earnout payment. The agreement terminated the earn-out period early effective as of June 30, 2023. The agreement provides that fixed consideration of EUR18,000 will be paid in two installments, (i) EUR5,000 was paid on July 7, 2023 (see below), and (ii) EUR13,000 is payable on April 30, 2024. The Company has the option, but not the obligation, to pay up to 50% of the payment described in clause (ii) in unregistered ordinary common shares. The modification of the initial share purchase agreement did not cause changes above 10% in present value of the liability, and therefore was concluded to be not substantial. The liability was presented as deferred consideration as from June 30, 2023. In July 2023, the Company settled the first installment of EUR5,000 ($5,440). The payment was reflected in the cash flows partly within investing activities being the original estimate of the fair value of $2,543 and partly within the operating activities being the part of the fair value movements after the acquisition of $2,897. As a result of modification of contingent consideration effective June 30, 2023 (explained below), the liability was presented as deferred consideration of EUR12,239 ($13,511) as of December 31, 2023. See Note 5 for a complete discussion of this acquisition. |
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. In January 2023, the Group made a cash payment of deferred consideration related to the Roto Sports (as defined below) acquisition totaling an aggregate of $2,500. The payment is reflected in the cash flows partly within investing and partly within financing activities. The part of the payment related to original estimate of the fair value of deferred consideration of $2,390 is reported within investing activities in the cash flow statement and the part of the payment related to the increase in the consideration value on account of the interest element since the acquisition of $110 is reported within financing cash flows. See Note 5 for a complete discussion of this acquisition. During January, 2024, the Group settled consideration of $5,000 in cash to shareholders of Roto Sports (Note 25). |
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. Retained Earnings |
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. For the gambling operator, who is the counterparty in a revenue share agreement with the Company, if the referred players, when aggregated together, win amounts greater than the losses they incur during a particular calendar month, this results in negative net revenue for the operator for the applicable period. Under a revenue share agreement with the operator, such negative net revenue is not typically permitted to be carried forward and offset against net operating revenue earned from the same referred players in subsequent calendar months. The gambling operator’s negative net revenue yields no revenue share amount for the Company for the applicable period and, as a result, the Company does not recognize revenue in the corresponding period when the operator has negative net revenue. Because such negative revenue yield is not carried forward to subsequent periods, the Company recognizes revenue in subsequent periods without deductions from carried forward negative revenue yield. 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 or 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 and content syndication, advertising and other Following the acquisition of Roto Sports (see Note 5), the Group generates a portion of its revenue from data subscriptions and content 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. Advertising and other revenues include tenancy and listing fees. The revenue is recognized straight-line over the duration of an agreement as the performance obligations are satisfied. The Group has no material obligations for discounts, incentives or refunds of commissions subsequent to completion of performance obligations. |
COST OF SALES | COST OF SALES Cost of sales are costs considered directly attributable to the generation of revenue and include, in relation to the generation of performance marketing revenue, license fees incurred as part of agreements with media partners and, in relation to the generation of subscription revenue on certain websites of the Group, data purchases, payment processing fees and hosting fees. Such expenses are recognized as incurred. External content costs associated with the creation of articles that are published on the Company’s and its media partnership websites and made available free-of-charge to all website users are not considered costs of sales as no revenue is earned directly from the publication of such articles Such expenses are recognized as incurred. During the year ended December 31, 2023, the Company entered into agreements with media partners under which license fees are paid. License fees are computed as revenue share, and in certain cases, these agreements include minimum revenue share payments which are recognized over the duration of the arrangement as the obligations of the Company and its media partner are satisfied |
FINANCE INCOME AND EXPENSES | FINANCE INCOME AND EXPENSES Finance income comprises of unrealized/realized currency gains and interest received from cash and cash equivalent balances. |
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 and does not give rise to equal taxable and deductible temporary differences. 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 |
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 share-based compensation. The fair value of the assets acquired, or services received in exchange for the grant of share-based compensation 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, 2023, the Group granted restricted shares to non-executive directors. Restricted shares are issued to the non-executive director as of date of grant and are subject to a one-year lock-up from the date of the grant (2022: between one In addition, the Board has previously issued 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, liability - classified warrant was reclassified as equity as, through an addendum, it was no longer considered cash-settled. The warrant was repurchased for cash consideration of $800 during the year ended December 31, 2022. See Note 14 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, 2023, 2022 and 2021, the incremental borrowing rate was estimated at 6%, 7% and 8%, 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 ( defined as EBITDA adjusted to exclude the effect of non-recurring items, significant non-cash items, share-based payment expense, foreign exchange gains (losses), fair value of contingent consideration, and other items) . The Group does not divide its operations into differen |
SUMMARY OF SIGNIFICANT ACCOUN_3
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Summary Of Significant Accounting Policies [Abstract] | |
Subsidiaries of Company | The material subsidiaries of the Company as of December 31, 2023, 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 |
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 EUR: Period End (1) Average for Period (2) Beginning of Period (1) Low High Year ended December 31, (EUR per USD) 2023 0.91 0.92 0.93 0.89 0.96 2022 0.93 0.95 0.88 0.87 1.05 2021 0.88 0.85 0.81 0.81 0.89 |
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, 1905 1905 Performance marketing, domain names and related websites 69,971 61,454 Fantasy sports, domain names and related websites 8,100 8,100 78,071 69,554 |
Summary of Geographic Analysis of Non-current Assets, Excluding Deferred Tax Assets | As at December 31, 2023 and 2022, geographic analysis of the Group’s non-current assets, excluding deferred tax assets, was as follows: As at December 31, 2023 2022 Ireland 75,858 66,069 United States 24,398 24,770 Other 112 214 100,368 91,053 |
RISK MANAGEMENT (Tables)
RISK MANAGEMENT (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
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, 2023 2022 Cash and cash equivalents 25,429 29,664 Trade and other receivables (excluding prepayments and deferred compensation cost) 20,136 11,029 45,565 40,693 |
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, 2023 2022 Between one and two months 264 471 Between two and three months 849 109 More than three months 1,212 205 2,325 785 |
Summary of Credit Loss Allowance Activity | The activity in the credit loss allowance was as follows: Year ended December 31, 2023 2022 Balance at the beginning of the period 877 142 Movements in credit loss allowance 914 796 Translation effect (34) (61) Balance at the end of the period 1,757 877 |
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. Less than 1 year Between 1 and 2 years More than 2 years TOTAL As of December 31, 2023 Deferred consideration 19,229 — — 19,229 Trade and other payables 7,373 — — 7,373 Lease liability 533 522 1,018 2,073 Total 27,135 522 1,018 28,675 As of December 31, 2022 Contingent consideration 19,860 12,471 — 32,331 Deferred consideration 2,800 5,000 — 7,800 Trade and other payables 3,328 290 — 3,618 Lease liability 554 510 1,445 2,509 Total 26,542 18,271 1,445 46,258 |
ACQUISITIONS (Tables)
ACQUISITIONS (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
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 the BonusFinder 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, 2023 | |
Disclosure of detailed information about property, plant and equipment [abstract] | |
Summary of Property and Equipment | COMPUTER LEASEHOLD TOTAL Net book amount as of January 1, 2023 598 116 714 Additions 436 15 451 Depreciation charge (225) (21) (246) Translation differences (7) (4) (11) As of December 31, 2023 802 106 908 Cost 1,460 234 1,694 Accumulated depreciation (658) (128) (786) Net book amount as of December 31, 2023 802 106 908 Net book amount as of January 1, 2022 433 136 569 Additions 330 — 330 Depreciation charge (170) (20) (190) Translation differences 5 — 5 As of December 31, 2022 598 116 714 Cost 1,024 219 1,243 Accumulated depreciation (426) (103) (529) Net book amount as of December 31, 2022 598 116 714 |
Summary of Reconciliation of Depreciation Expense | The following is the reconciliation of depreciation expense: Year Ended December 31, 2023 2022 2021 Depreciation expensed to technology expenses — — 46 Depreciation expensed to general and administrative expenses 246 190 130 Total depreciation expense 246 190 176 |
LEASES (Tables)
LEASES (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
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 As of January 1, 2023 1,818 2,072 Additions 75 75 Amortization of right-of-use assets (436) — Interest expense — 165 Payments — (567) Lease termination (41) (40) Translation differences 44 18 As of December 31, 2023 1,460 1,723 As of January 1, 2022 1,465 1,679 Additions as 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) As of December 31, 2022 1,818 2,072 |
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, 2023 2022 2021 Short-term leases 567 441 382 |
INTANGIBLE ASSETS (Tables)
INTANGIBLE ASSETS (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Disclosure of detailed information about intangible assets [abstract] | |
Summary of Intangible Assets | DOMAIN GOODWILL CUSTOMER CONTENT INTERNALLY DEVELOPED INTANGIBLES TOTAL Net book amount as of January 1, 2023 69,554 10,800 5,137 — 3,030 88,521 Additions 6,591 — 287 — 1,914 8,792 Amortization charge (Note 19) (60) — (461) — (885) (1,406) Translation differences 1,986 — 1 — 106 2,093 Net book amount as of December 31, 2023 78,071 10,800 4,964 — 4,165 98,000 Cost 85,022 10,800 7,589 3,548 5,623 112,582 Accumulated amortization (6,951) — (2,625) (3,548) (1,458) (14,582) Net book amount as of December 31, 2023 78,071 10,800 4,964 — 4,165 98,000 Net book amount as of January 1, 2022 23,922 — — — 1,497 25,419 Business combinations (Note 5) 42,599 10,776 6,314 3,562 — 63,251 Additions 6,465 — — — 1,993 8,458 Amortization charge (Note 19) (1,237) — (1,146) (3,534) (451) (6,368) Translation differences (2,195) 24 (31) (28) (9) (2,239) Net book amount as of 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 as of December 31, 2022 69,554 10,800 5,137 — 3,030 88,521 |
Schedule Distinguishes Finite and Indefinite Intangible Assets | The following table distinguishes finite and indefinite intangible assets, excluding goodwill, as of December 31, 2023 and 2022: As of December 31, 2023 2022 Net book value of assets with finite useful lives Customer contracts 4,964 5,137 Internally developed intangibles 4,165 3,030 Total net book value of assets with finite useful lives 9,129 8,167 Net book value of assets with indefinite useful lives Domain names and related websites 78,071 69,554 Total net book value of intangible assets 87,200 77,721 |
TRADE AND OTHER RECEIVABLES (Ta
TRADE AND OTHER RECEIVABLES (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Trade and other receivables [abstract] | |
Summary of Trade and Other Receivables | As at December 31, 2023 2022 Current Trade receivables, net 19,012 9,838 Accrued revenue 116 575 Prepayments 1,802 954 Other receivables 851 353 Deposits 157 263 Deferred compensation cost — 239 21,938 12,222 As at December 31, 2023 2022 Trade receivables, gross 20,769 10,715 Credit loss allowance (1,757) (877) 19,012 9,838 |
CASH AND CASH EQUIVALENTS (Tabl
CASH AND CASH EQUIVALENTS (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Cash and cash equivalents [abstract] | |
Disclosure Of Cash And Cash Equivalents | Cash and cash equivalents comprise the following: As at December 31, 2023 2022 Cash at bank 25,429 29,664 |
SHARE CAPITAL (Tables)
SHARE CAPITAL (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Disclosure of classes of share capital [abstract] | |
Summary of Share Capital | The following table outlines common share activity for each period presented. SHARES USD As of January 1, 2023 36,431,633 — Issue of restricted ordinary share awards (Note 12) 33,194 — Issue of ordinary shares in exchange of share options exercised (Note 13) 35,203 — Issue of ordinary shares as a partial payment of contingent consideration ( Note 5) 1,005,929 — Treasury shares acquired (283,410) — As of December 31, 2023 37,222,549 — As of January 1, 2022 33,806,422 — Issue of restricted ordinary share awards (Note 12) 32,942 — Issue of ordinary shares in exchange of warrants' exercise 1,907,377 — Issue of ordinary shares in exchange of share options' exercise (Note 13) 3,042 — Issue of ordinary shares as payment of consideration for Roto Sports acquisition (Note 5) 451,264 — Issue of ordinary shares as payment of consideration for BonusFinder acquisition (Note 5) 269,294 — Treasury shares acquired (38,708) — As of December 31, 2022 36,431,633 — As at January 1, 2021 28,556,422 64 Issue of ordinary shares in initial public offering ( Note 12) 5,250,000 — Transfer to capital reserve upon change of par value — (64) As at December 31, 2021 33,806,422 — |
CAPITAL RESERVE (Tables)
CAPITAL RESERVE (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Disclosure of classes of share capital [abstract] | |
Summary of Capital Reserve | Year ended December 31, 2023 2022 2021 Opening carrying amount 63,723 55,953 19,979 Issue of ordinary shares as a payment of contingent consideration 9,912 — — — Issue of ordinary shares in initial public offering, net of attributable costs ( Note 11) — — 35,910 Issue of ordinary shares as payment of consideration for Roto Sports acquisition (Note 5) — 4,600 — — Issue of ordinary shares as payment of consideration for BonusFinder acquisition (Note 5) — 2,792 — — Share options and warrants exercised (Note 11, 13) 201 151 — Issue of restricted shares (Note 11, 14) 304 227 — Share options expired 26 — — — Transfer from share capital reserve upon change of par value — — 64 Closing carrying amount 74,166 63,723 55,953 |
SHARE OPTIONS AND WARRANTS RE_2
SHARE OPTIONS AND WARRANTS RESERVE (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
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 of January 1, 2023 5,562,984 4,411 Share options expense — 2,667 Share options granted 359,666 509 Share options and warrants exercised (Note 12) (39,786) (95) Share options forfeited (26,042) (52) Share options expired (3,958) (26) As of December 31, 2023 5,852,864 7,414 As of January 1, 2022 7,021,514 2,442 Share options expense — 2,050 Share options granted 875,544 1,082 Share warrants exercised (2,114,744) (151) Share warrants repurchased (200,000) (1,012) Share options forfeited (19,330) — As of December 31, 2022 5,562,984 4,411 As at January 1, 2021 2,854,744 296 Share options and warrants expense — 640 Share warrants 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 |
SHARE-BASED PAYMENTS (Tables)
SHARE-BASED PAYMENTS (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
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, 2023, 2022, and 2021 is as follows: NUMBER WEIGHTED Awards outstanding as of January 1, 2023 5,562,984 8.03 Granted 359,666 11.50 Forfeited (26,042) 9.94 Exercised (39,786) 4.10 Expired (3,958) 14.61 Awards outstanding as of December 31, 2023 5,852,864 8.25 Awards exercisable as of December 31, 2023 825,897 7.73 Awards outstanding as of 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 of December 31, 2022 5,562,984 8.03 Awards exercisable as of 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 |
Summary of Weighted Average Assumptions used in Black-Scholes Option Pricing Model to Determine Fair Value of Other Options and Warrants Granted | The options were valued using the Black-Scholes model with the following assumptions: Years ended December 31, 2023 2022 2021 Exercise price, USD 8.97 — 13.19 7.54 — 11.68 8.00 — 14.71 Share price, USD 8.97 — 13.19 7.54 — 11.68 8.00 — 14.71 Risk free rate 3.7 % — 4.5 % 1.5 % — 3.8 % 0.9 % — 1.2 % Estimated volatility (1) 45 % 45 % — 50 % 55 % Expected dividend yield nil nil nil Expected term in years 4.0 — 4.6 3.8 — 4.6 4.6 — 6.7 (1) |
Disclosure of Range of Exercise Prices of Outstanding Share Options and Warrants | Year Ended December 31, 2023 2022 2021 High price 13.19 11.68 14.71 Low price 8.97 7.53 8.00 |
Summary of Restricted Shares | Restricted shares Year Ended December 31, 2023 2022 2021 Restricted Shares granted 33,194 32,942 — Price per share high 10.13 9.27 — Price per share low 10.13 7.87 — |
Summary of Share-based Payment Expense | Share-based Payment Expense Year ended December 31, 2023 2022 2021 Equity classified share options expense 3,124 3,132 1,286 Restricted shares expense 483 82 — Liability classified warrants' expense — — 709 Share-based payment expense 3,607 3,214 1,995 |
BORROWINGS (Tables)
BORROWINGS (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Borrowings [abstract] | |
Summary of Carrying Amount of the Group's Term Loan and Movements | Below is the movements of the Company’s term loan during the years ended December 31, 2023 and 2022: Year ended December 31, 2023 2022 As at January 1, at fair value — 5,944 Interest accrued (Note 20) — 464 Amortization of issuance costs — 31 Interest paid — (458) Repayment of principal — (6,000) Translation differences — 19 As at December 31, at fair value — — |
TRADE AND OTHER PAYABLES (Table
TRADE AND OTHER PAYABLES (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Trade and other payables [abstract] | |
Summary of Trade and Other Payables | AS AT 2023 2022 Non-current Accruals — 290 Current Trade payables (1) 1,862 1,235 Accruals (ii) 7,656 4,292 Indirect taxes 1,180 703 Other payables 95 112 10,793 6,342 (i) Trade payables balance is unsecured, interest-free and settled within 60 days from incurrence. (ii) Included in accruals are $4,709 (2022: $2,093) related to financial liabilities which is comprised of accrued media partnership costs and other unbilled operational expenses . |
DEFERRED TAX (Tables)
DEFERRED TAX (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
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, 2023 2022 Deferred tax asset 7,134 5,832 Deferred tax liability (2,008) (2,179) Deferred tax asset, net 5,126 3,653 |
Summary of Change in Deferred Income Tax | The change in the deferred income tax account is as follows: As At December 31, 2023 2022 Deferred tax, net at the beginning of the period 3,653 7,028 Business combination (Note 5) — (4,008) Credited to the consolidated statement of comprehensive income (Note 22) 1,287 1,012 Translation differences 186 (379) Deferred tax, net at the end of the period 5,126 3,653 |
Disclosure of Deferred Taxes Calculated on Temporary Differences | The balance is comprised of the following: As At December 31, 2023 2022 Intangible assets - deferred tax assets 5,797 5,742 Intangible assets - deferred tax liability (3,193) (3,151) Trading losses and other allowances 2,522 1,062 Net deferred tax assets 5,126 3,653 |
REVENUE (Tables)
REVENUE (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
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, 2023 2022 2021 North America 60,755 35,923 7,484 U.K. and Ireland 31,347 28,151 21,391 Other Europe 10,994 8,909 10,800 Rest of the world 5,556 3,524 2,648 Total revenues 108,652 76,507 42,323 The Group presents disaggregated revenue by monetization type as follows: Year ended December 31, 2023 2022 2021 Performance marketing 87,824 61,102 37,803 Subscription and content syndication 7,652 6,438 — Advertising and other 13,176 8,967 4,520 Total revenues 108,652 76,507 42,323 Presentation of revenue by monetization type for the comparative period was adjusted to consistently reflect changes in revenue’s classification in the current period. It resulted in a reclassification between performance marketing and advertising and other revenues of $ 881 for the year ended December 31, 2022. During the year ended December 31, 2023, performance marketing revenue was generated by the following categories: cost per acquisition 58%, revenue share 13% and hybrid 29%, compared to 59%, 14% and 27%, respectively, during the year ended December 31, 2022 and 49%, 10% and 41% during the year ended December 31, 2021. 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, 2023 2022 2021 Casino 66,869 50,923 35,632 Sports 40,634 25,086 6,188 Other 1,149 498 503 Total revenues 108,652 76,507 42,323 |
Explanation of significant changes in contract assets and contract liabilities | The following table provides contract assets and contract liabilities from contracts with customers: As at December 31, 2023 2022 Contract assets 116 575 Contract liabilities (2,207) (1,692) Below is the carrying amount of the Group’s contract liability and the movements during the year ended December 31, 2023 and 2022: 2023 2022 As at January 1 1,692 — Business combination (Note 5) — 1,120 Amounts included in contract liabilities that was recognised as revenue during the period (4,066) (3,537) Cash received in advance of performance and not recognized as revenue during the period 4,581 4,109 As at December 31 2,207 1,692 |
OPERATING EXPENSES (Tables)
OPERATING EXPENSES (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Material income and expense [abstract] | |
Summary of Operating Expenses | Sales and marketing expenses Year ended December 31, 2023 2022 2021 People costs 22,334 17,587 8,362 Employees' bonuses related to acquisition 368 628 — External marketing expenses 6,083 4,126 2,070 External content 3,666 3,166 1,031 Amortization of intangible assets 521 5,949 1,817 Share-based payment expense 359 417 524 Other 2,000 1,867 263 Total sales and marketing expenses 35,331 33,740 14,067 Technology expenses Year ended December 31, 2023 2022 2021 People costs 7,541 5,077 3,296 Software and subscriptions 1,131 671 219 Depreciation of property and equipment — — 46 Amortization of intangible assets 885 419 129 Share-based payment expense 42 20 — Other 688 577 257 Total technology expenses 10,287 6,764 3,947 General and administrative expenses Year ended December 31, 2023 2022 2021 People costs 10,802 7,981 4,044 Share-based payment and related expenses 3,386 2,777 1,471 Legal and consultancy fees 3,901 4,177 2,590 Secondary offering related costs (Note 11) 733 — — Acquisition related costs 821 539 520 Initial offering related costs — — 963 Employees’ bonuses related to offering (Note 11) 201 — 1,085 Insurance 581 655 384 Short-term leases 567 441 382 Amortization of right-of-use assets 436 401 279 Depreciation of property and equipment 246 190 130 Other 2,617 2,358 1,166 Total general and administrative expenses 24,291 19,519 13,014 |
FINANCE INCOME AND FINANCE EX_2
FINANCE INCOME AND FINANCE EXPENSES (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Disclosure Of Finance Income And Expenses [Abstract] | |
Summary of Finance Income and Finance Expenses | Year ended December 31, 2023 2022 2021 Foreign exchange gain 375 2,322 2,581 Interest income 259 — — Total finance income 634 2,322 2,581 Finance expense consists of the following: Foreign exchange loss 1,298 225 1,041 Unwinding of deferred consideration 735 325 — Interest expense on lease liabilities 165 182 188 Interest expense on borrowings — 464 480 Other finance results 73 103 100 Total finance expenses 2,271 1,299 1,809 Net finance (loss) income (1,637) 1,023 772 |
BASIC AND DILUTED INCOME PER _2
BASIC AND DILUTED INCOME PER SHARE (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
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 (amounts are in USD thousand except shares and per share amounts). Year ended December 31, 2023 2022 2021 Net income for the period attributable to shareholders 18,260 2,390 12,453 Weighted-average number of ordinary shares, basic 37,083,262 35,828,204 30,886,559 Net income per share attributable to shareholders, basic 0.49 0.07 0.40 Net income for the period attributable to shareholders 18,260 2,390 12,453 Weighted-average number of ordinary shares, diluted 38,542,166 38,212,108 33,746,536 Net income per share attributable to shareholders, diluted 0.47 0.06 0.37 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, 2023 2022 2021 Weighted-average number of ordinary shares, basic 37,083,262 35,828,204 30,886,559 Effect of share options and warrants on issue 495,252 1,003,403 2,859,977 Effect of contingently issuable ordinary shares related to business combinations 963,652 1,380,501 — Weighted-average number of ordinary shares, diluted 38,542,166 38,212,108 33,746,536 |
TAX CHARGE (CREDIT) (Tables)
TAX CHARGE (CREDIT) (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Major components of tax expense (income) [abstract] | |
Summary of Major Components of Income Tax Expense (Benefit) | Year Ended December 31, 2023 2022 2021 Current tax expense 3,168 1,522 1,481 Deferred tax benefit (Note 17) (1,287) (1,012) (1,770) 1,881 510 (289) |
Summary of Reconciliation of Income Tax Expense (Benefit) | For the years ended December 31, 2023, 2022 and 2021, the effective tax rate of the Group amounted to 9.3%, 17.6% and (2.4)%, respectively, as follows: Year ended December 31, 2023 2022 2021 Income before tax 20,141 2,900 12,164 Effective tax expense 2,721 3,190 608 Tax effects of: Disallowed expenses (credits) 635 1,722 239 Unrecognized deferred tax (1,266) (4,121) (939) Change in estimates related to prior periods (106) 67 — Tax incentives (115) (300) — Income subject to other tax rates — — (273) Other 12 (48) 76 1,881 510 (289) |
RELATED PARTY TRANSACTIONS (Tab
RELATED PARTY TRANSACTIONS (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
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, 2023 2022 2021 Remuneration to key management and executive directors 5,033 4,699 3,897 Non-executive directors’ fees 1,225 958 401 6,258 5,657 4,298 |
Summary of Transactions Carried Out with Related Parties | The following transactions were carried out with related parties: Year ended December 31, 2023 2022 2021 Expenses Remuneration expense 3,731 3,379 2,953 Share-based payments 2,527 2,278 1,345 Other expenses — 8 20 6,258 5,665 4,318 |
Summary of Warrants Held by Related Parties | As at December 31, 2023 and 2022, the following stock options and warrants were held by related parties: 2023 2022 Share options held by key management, executive directors and non-executive directors 4,707,626 4,662,930 |
PERSONNEL (Tables)
PERSONNEL (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Number and average number of employees [abstract] | |
Summary of Average Number of Employees | The average number of employees, including executive and non-executive directors, during the year was as follows: Year ended December 31, 2023 2022 2021 Executive director 1 1 1 Non-executive directors 6 6 6 Sales and marketing employees 284 191 96 Technology employees 105 91 58 General and administrative employees 55 57 25 451 346 186 |
GENERAL COMPANY INFORMATION - N
GENERAL COMPANY INFORMATION - Narrative (Details) | 12 Months Ended |
Dec. 31, 2023 employee | |
Disclosure Of General Company Information [Abstract] | |
Number of workforce operating in different regions | 500 |
SUMMARY OF SIGNIFICANT ACCOUN_4
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Summary of Subsidiaries of Company (Details) | 12 Months Ended |
Dec. 31, 2023 | |
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% |
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, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Disclosure of analysis of other comprehensive income by item [line items] | |||
Period End | 0.91 | 0.93 | 0.88 |
Average for Period | 0.92 | 0.95 | 0.85 |
Beginning of Period | 0.93 | 0.88 | 0.81 |
Low | 0.89 | 0.87 | 0.81 |
High | 0.96 | 1.05 | 0.89 |
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, 2023 | |
Computer and other office equipment | |
Disclosure Of Property Plant And Equipment [Line Items] | |
Property and equipment, useful life | 5 years |
Leasehold improvements | |
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) € in Thousands | 1 Months Ended | 12 Months Ended | ||||||||||||
Apr. 30, 2024 EUR (€) | Jul. 07, 2023 USD ($) | Jul. 07, 2023 EUR (€) | Jul. 31, 2023 USD ($) | Apr. 30, 2023 USD ($) | Jan. 31, 2023 USD ($) | Dec. 31, 2023 USD ($) cashGeneratingUnit segment | Dec. 31, 2022 USD ($) | Dec. 31, 2021 USD ($) | Dec. 31, 2023 EUR (€) | Jun. 30, 2023 EUR (€) | Jan. 31, 2022 USD ($) installment | Jan. 31, 2022 EUR (€) installment | Jan. 01, 2022 USD ($) | |
Summary Of Significant Accounting Policies [Line Items] | ||||||||||||||
Number of cash-generating unit | cashGeneratingUnit | 2 | |||||||||||||
Intangible assets | $ 98,000,000 | $ 88,521,000 | $ 25,419,000 | |||||||||||
Growth rate used to extrapolate cash flow projections | 3% | 3% | ||||||||||||
Discount rate applied to cash flow projections | 14% | 14% | ||||||||||||
Effective tax rate | 15% | |||||||||||||
Impairments | $ 0 | 0 | 0 | |||||||||||
Issue of ordinary shares for acquisitions | 9,912,000 | 7,392,000 | 0 | |||||||||||
Payment of contingent consideration | $ 2,543,000 | 5,557,000 | 0 | 0 | ||||||||||
Payment of contingent consideration | $ 2,897,000 | 4,621,000 | 0 | 0 | ||||||||||
Payment of deferred consideration | $ 2,390,000 | 4,933,000 | 0 | 0 | ||||||||||
Interest payment attributable to deferred consideration settled | 110,000 | 110,000 | 0 | 0 | ||||||||||
Incremental costs to obtain contracts with customers | 0 | |||||||||||||
Costs to fulfill contracts with customers | 0 | |||||||||||||
Warrants repurchased | $ 0 | $ (800,000) | $ 0 | |||||||||||
Incremental borrowing rate | 6% | 7% | 8% | 6% | ||||||||||
Number of segments | segment | 1 | |||||||||||||
NDC Media | ||||||||||||||
Summary Of Significant Accounting Policies [Line Items] | ||||||||||||||
Percentage of voting equity interests acquired | 100% | 100% | ||||||||||||
Outstanding consideration obligation | $ 20,090,000 | € 18,000 | ||||||||||||
Contingent consideration | 10,178,000 | |||||||||||||
Issue of ordinary shares for acquisitions | $ 9,912,000 | |||||||||||||
Consideration paid (received) | $ 5,440,000 | € 5,000 | ||||||||||||
Contingent consideration paid in equity, as a percent | 0.50 | |||||||||||||
Deferred consideration | $ 13,511,000 | € 12,239 | ||||||||||||
Installments | installment | 2 | 2 | ||||||||||||
Purchase consideration due on first anniversary | $ 21,850,000 | € 19,000 | ||||||||||||
NDC Media | Forecast | ||||||||||||||
Summary Of Significant Accounting Policies [Line Items] | ||||||||||||||
Consideration paid (received) | € | € 13,000 | |||||||||||||
Contingent consideration paid in equity, as a percent | 0.50 | |||||||||||||
Roto Sports, Inc. | ||||||||||||||
Summary Of Significant Accounting Policies [Line Items] | ||||||||||||||
Percentage of voting equity interests acquired | 100% | |||||||||||||
Consideration paid (received) | 2,500,000 | |||||||||||||
Deferred consideration | $ 5,300,000 | $ 7,574,000 | ||||||||||||
Purchase consideration due on first anniversary | $ 2,500,000 | $ 2,500,000 | ||||||||||||
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 | 14% | 14% | ||||||||||||
GOODWILL | ||||||||||||||
Summary Of Significant Accounting Policies [Line Items] | ||||||||||||||
Intangible assets | $ 10,800,000 | $ 10,800,000 | $ 0 | |||||||||||
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 | 12% | 12% | ||||||||||||
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 | 11% | 11% | ||||||||||||
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 Contracts | Minimum | ||||||||||||||
Summary Of Significant Accounting Policies [Line Items] | ||||||||||||||
Intangible asset, estimated useful life | 12 months | |||||||||||||
Customer Contracts | Maximum | ||||||||||||||
Summary Of Significant Accounting Policies [Line Items] | ||||||||||||||
Intangible asset, estimated useful life | 24 months | |||||||||||||
Customer Base | ||||||||||||||
Summary Of Significant Accounting Policies [Line Items] | ||||||||||||||
Intangible asset, estimated useful life | 16 years | |||||||||||||
Content Assets | ||||||||||||||
Summary Of Significant Accounting Policies [Line Items] | ||||||||||||||
Intangible asset, estimated useful life | 1 year |
SUMMARY OF SIGNIFICANT ACCOUN_8
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Disclosure Of Intangible Assets And Goodwill Explanatory (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Disclosure of intangible assets with indefinite useful life [line items] | ||
Intangible assets with indefinite useful life | $ 87,200 | $ 77,721 |
Domain names and related websites | ||
Disclosure of intangible assets with indefinite useful life [line items] | ||
Intangible assets with indefinite useful life | 78,071 | 69,554 |
Performance marketing | Domain names and related websites | ||
Disclosure of intangible assets with indefinite useful life [line items] | ||
Intangible assets with indefinite useful life | 69,971 | 61,454 |
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 | $ 8,100 |
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, 2023 | Dec. 31, 2022 |
Disclosure Of Geographical Areas [Line Items] | ||
Noncurrent assets excluding deferred tax assets | $ 100,368 | $ 91,053 |
Ireland | ||
Disclosure Of Geographical Areas [Line Items] | ||
Noncurrent assets excluding deferred tax assets | 75,858 | 66,069 |
United States | ||
Disclosure Of Geographical Areas [Line Items] | ||
Noncurrent assets excluding deferred tax assets | 24,398 | 24,770 |
Other | ||
Disclosure Of Geographical Areas [Line Items] | ||
Noncurrent assets excluding deferred tax assets | $ 112 | $ 214 |
RISK MANAGEMENT - Narrative (De
RISK MANAGEMENT - Narrative (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Disclosure Of Credit Risk Exposure [Line Items] | |||
Current assets (liabilities) | $ 14,620 | $ 10,253 | |
Largest Customer | |||
Disclosure Of Credit Risk Exposure [Line Items] | |||
Percentage of revenues | 16% | 13% | |
Second Largest Customer | |||
Disclosure Of Credit Risk Exposure [Line Items] | |||
Percentage of revenues | 10% | ||
Credit Risk | |||
Disclosure Of Credit Risk Exposure [Line Items] | |||
Impairment on trade receivables | $ 681 | 345 | |
Foreign Exchange Risk Member | United States of America, Dollars | |||
Disclosure Of Credit Risk Exposure [Line Items] | |||
Foreign exchange denominated net assets | 12,688 | 4,743 | |
Average gains loss on basis of movements in non-functional currency to functional currency | 1,410 | 479 | |
Foreign Exchange Risk Member | United Kingdom, Pounds | |||
Disclosure Of Credit Risk Exposure [Line Items] | |||
Foreign exchange denominated net assets | 1,724 | 6,987 | |
Average gains loss on basis of movements in non-functional currency to functional currency | $ 171 | $ 706 |
RISK MANAGEMENT - Schedule of C
RISK MANAGEMENT - Schedule of Credit Risk (Details) - Credit Risk - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Disclosure Of Credit Risk Exposure [Line Items] | ||
Credit exposure | $ 45,565 | $ 40,693 |
Cash and cash equivalents | ||
Disclosure Of Credit Risk Exposure [Line Items] | ||
Credit exposure | 25,429 | 29,664 |
Trade and other receivables (excluding prepayments and deferred compensation cost) | ||
Disclosure Of Credit Risk Exposure [Line Items] | ||
Credit exposure | $ 20,136 | $ 11,029 |
RISK MANAGEMENT - Schedule of A
RISK MANAGEMENT - Schedule of Aging Receivables (Details) - Credit Risk - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Disclosure Of Credit Risk Exposure [Line Items] | ||
Trade receivables | $ 2,325 | $ 785 |
Between one and two months | ||
Disclosure Of Credit Risk Exposure [Line Items] | ||
Trade receivables | 264 | 471 |
Between two and three months | ||
Disclosure Of Credit Risk Exposure [Line Items] | ||
Trade receivables | 849 | 109 |
More than three months | ||
Disclosure Of Credit Risk Exposure [Line Items] | ||
Trade receivables | $ 1,212 | $ 205 |
RISK MANAGEMENT - Credit Loss A
RISK MANAGEMENT - Credit Loss Allowance (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Reconciliation of changes in allowance account for credit losses of financial assets [abstract] | |||
Balance at the beginning of the period | $ 877 | ||
Movements in credit loss allowance | (914) | $ (796) | $ 97 |
Balance at the end of the period | 1,757 | 877 | |
Credit Risk | |||
Reconciliation of changes in allowance account for credit losses of financial assets [abstract] | |||
Balance at the beginning of the period | 877 | 142 | |
Movements in credit loss allowance | 914 | 796 | |
Translation effect | (34) | (61) | |
Balance at the end of the period | $ 1,757 | $ 877 | $ 142 |
RISK MANAGEMENT - Schedule of F
RISK MANAGEMENT - Schedule of Financial Liabilities (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 |
Disclosure Of Credit Risk Exposure [Line Items] | |||
Trade and other payables | $ 10,793 | $ 6,342 | |
Lease liability | 1,723 | 2,072 | $ 1,679 |
Liquidity Risk | |||
Disclosure Of Credit Risk Exposure [Line Items] | |||
Contingent consideration | 32,331 | ||
Deferred consideration | 19,229 | 7,800 | |
Trade and other payables | 7,373 | 3,618 | |
Lease liability | 2,073 | 2,509 | |
Total | 28,675 | 46,258 | |
Liquidity Risk | Less than 1 year | |||
Disclosure Of Credit Risk Exposure [Line Items] | |||
Contingent consideration | 19,860 | ||
Deferred consideration | 19,229 | 2,800 | |
Trade and other payables | 7,373 | 3,328 | |
Lease liability | 533 | 554 | |
Total | 27,135 | 26,542 | |
Liquidity Risk | Between 1 and 2 years | |||
Disclosure Of Credit Risk Exposure [Line Items] | |||
Contingent consideration | 12,471 | ||
Deferred consideration | 0 | 5,000 | |
Trade and other payables | 0 | 290 | |
Lease liability | 522 | 510 | |
Total | 522 | 18,271 | |
Liquidity Risk | More than 2 years | |||
Disclosure Of Credit Risk Exposure [Line Items] | |||
Contingent consideration | 0 | ||
Deferred consideration | 0 | 0 | |
Trade and other payables | 0 | 0 | |
Lease liability | 1,018 | 1,445 | |
Total | $ 1,018 | $ 1,445 |
CRITICAL ACCOUNTING ESTIMATES_2
CRITICAL ACCOUNTING ESTIMATES AND JUDGEMENTS (Details) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2023 USD ($) cashGeneratingUnit | Dec. 31, 2022 USD ($) | Dec. 31, 2021 | |
Disclosure of detailed information about intangible assets [line items] | |||
Intangible assets with indefinite useful life | $ 87,200 | $ 77,721 | |
Number of cash-generating unit | cashGeneratingUnit | 2 | ||
Growth rate used to extrapolate cash flow projections | 3% | ||
Discount rate applied to cash flow projections | 14% | ||
Effective tax rate | 15% | ||
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 | 14% | ||
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 | 12% | ||
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 | 11% | ||
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 |
Domain names and related websites | |||
Disclosure of detailed information about intangible assets [line items] | |||
Intangible assets with indefinite useful life | $ 78,071 | $ 69,554 | |
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 | $ 8,100 |
ACQUISITIONS - Narrative (Detai
ACQUISITIONS - Narrative (Details) € in Thousands, $ in Thousands | 1 Months Ended | 6 Months Ended | 12 Months Ended | |||||||||||||
Apr. 30, 2024 EUR (€) | Jul. 07, 2023 USD ($) | Jul. 07, 2023 EUR (€) | Jan. 01, 2022 USD ($) shares | Jul. 31, 2023 USD ($) | Apr. 30, 2023 USD ($) | Jan. 31, 2023 USD ($) | Jun. 30, 2023 EUR (€) | Dec. 31, 2023 USD ($) | Dec. 31, 2023 EUR (€) | Dec. 31, 2022 USD ($) | Dec. 31, 2022 EUR (€) | Dec. 31, 2021 USD ($) | Dec. 31, 2023 EUR (€) | Jan. 31, 2022 USD ($) shares | Jan. 31, 2022 EUR (€) shares | |
Disclosure of detailed information about business combination [line items] | ||||||||||||||||
Cash flows used in obtaining control of subsidiaries or other businesses, classified as investing activities | $ 0 | $ 23,411 | $ 0 | |||||||||||||
Unwinding of deferred consideration | 735 | 325 | 0 | |||||||||||||
Deferred consideration, non current liabilities | 0 | 4,774 | ||||||||||||||
Deferred consideration, current liabilities | 18,811 | 2,800 | ||||||||||||||
Payment of deferred consideration | $ 2,390 | 4,933 | 0 | 0 | ||||||||||||
Interest payment attributable to deferred consideration settled | (110) | (110) | 0 | 0 | ||||||||||||
Other liability | 308 | 226 | ||||||||||||||
Issue of ordinary shares for acquisitions | 9,912 | 7,392 | 0 | |||||||||||||
Payment of contingent consideration | $ 2,543 | 5,557 | 0 | 0 | ||||||||||||
Payment of contingent consideration | $ 2,897 | 4,621 | 0 | 0 | ||||||||||||
Fair value movement on contingent consideration | 6,939 | € 6,384 | 10,852 | € 10,343 | 0 | |||||||||||
Contingent consideration | 0 | 19,378 | ||||||||||||||
Maximum | ||||||||||||||||
Disclosure of detailed information about business combination [line items] | ||||||||||||||||
Percentage of deferred payments | 50% | 50% | ||||||||||||||
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, sellers expenses | $ 1,200 | |||||||||||||||
Unregistered ordinary shares issued (in shares) | shares | 451,264 | |||||||||||||||
Purchase consideration due on first anniversary | $ 2,500 | 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 | 230 | 325 | ||||||||||||||
Deferred consideration | 5,300 | 7,574 | ||||||||||||||
Deferred consideration, non current liabilities | 4,774 | |||||||||||||||
Deferred consideration, current liabilities | 2,800 | |||||||||||||||
Consideration paid (received) | $ 2,500 | |||||||||||||||
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 | |||||||||||||||
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 | 13,511 | € 12,239 | ||||||||||||||
Consideration paid (received) | $ 5,440 | € 5,000 | ||||||||||||||
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 | |||||||||||||||
Cash payable | $ 4,279 | € 3,832 | ||||||||||||||
Adjustments for working capital | 4,116 | |||||||||||||||
Other liability | $ 308 | |||||||||||||||
Business combination, net of cash | 10,710 | |||||||||||||||
Revenue of combined entity as if combination occurred at beginning of period | $ 11,150 | |||||||||||||||
Outstanding consideration obligation | $ 20,090 | € 18,000 | ||||||||||||||
Contingent consideration | 10,178 | |||||||||||||||
Issue of ordinary shares for acquisitions | $ 9,912 | |||||||||||||||
Contingent consideration paid in equity, as a percent | 0.50 | |||||||||||||||
Actuarial assumption of volatility rates | 49.60% | 36.50% | 36.50% | |||||||||||||
NDC Media | Forecast | ||||||||||||||||
Disclosure of detailed information about business combination [line items] | ||||||||||||||||
Consideration paid (received) | € | € 13,000 | |||||||||||||||
Contingent consideration paid in equity, as a percent | 0.50 | |||||||||||||||
NDC Media | Consideration Payment | ||||||||||||||||
Disclosure of detailed information about business combination [line items] | ||||||||||||||||
Consideration paid (received) | $ 5,440 | € 5,000 | ||||||||||||||
NDC Media | Minimum | ||||||||||||||||
Disclosure of detailed information about business combination [line items] | ||||||||||||||||
Actuarial assumption of financial conditions rates | 98% | 64% | 64% | |||||||||||||
Discount rates | 7.59% | 7.44% | 7.44% | |||||||||||||
Inflation rates | 2.13% | 2.16% | 2.16% | |||||||||||||
NDC Media | Maximum | ||||||||||||||||
Disclosure of detailed information about business combination [line items] | ||||||||||||||||
Actuarial assumption of financial conditions rates | 100% | 100% | 100% | |||||||||||||
Discount rates | 7.67% | 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 | Jan. 31, 2022 USD ($) | Jan. 31, 2022 EUR (€) | Jan. 01, 2022 USD ($) |
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, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Reconciliation of changes in property, plant and equipment [abstract] | |||
Property and equipment at beginning of period | $ 714 | $ 569 | |
Additions | 451 | 330 | |
Depreciation charge | (246) | (190) | $ (176) |
Translation differences | (11) | 5 | |
Property and equipment at end of period | 908 | 714 | 569 |
COMPUTER AND OFFICE EQUIPMENT | |||
Reconciliation of changes in property, plant and equipment [abstract] | |||
Property and equipment at beginning of period | 598 | 433 | |
Additions | 436 | 330 | |
Depreciation charge | (225) | (170) | |
Translation differences | (7) | 5 | |
Property and equipment at end of period | 802 | 598 | 433 |
LEASEHOLD IMPROVEMENTS | |||
Reconciliation of changes in property, plant and equipment [abstract] | |||
Property and equipment at beginning of period | 116 | 136 | |
Additions | 15 | 0 | |
Depreciation charge | (21) | (20) | |
Translation differences | (4) | 0 | |
Property and equipment at end of period | 106 | 116 | $ 136 |
Cost | |||
Reconciliation of changes in property, plant and equipment [abstract] | |||
Property and equipment at beginning of period | 1,243 | ||
Property and equipment at end of period | 1,694 | 1,243 | |
Cost | COMPUTER AND OFFICE EQUIPMENT | |||
Reconciliation of changes in property, plant and equipment [abstract] | |||
Property and equipment at beginning of period | 1,024 | ||
Property and equipment at end of period | 1,460 | 1,024 | |
Cost | LEASEHOLD IMPROVEMENTS | |||
Reconciliation of changes in property, plant and equipment [abstract] | |||
Property and equipment at beginning of period | 219 | ||
Property and equipment at end of period | 234 | 219 | |
Accumulated depreciation | |||
Reconciliation of changes in property, plant and equipment [abstract] | |||
Property and equipment at beginning of period | (529) | ||
Property and equipment at end of period | (786) | (529) | |
Accumulated depreciation | COMPUTER AND OFFICE EQUIPMENT | |||
Reconciliation of changes in property, plant and equipment [abstract] | |||
Property and equipment at beginning of period | (426) | ||
Property and equipment at end of period | (658) | (426) | |
Accumulated depreciation | LEASEHOLD IMPROVEMENTS | |||
Reconciliation of changes in property, plant and equipment [abstract] | |||
Property and equipment at beginning of period | (103) | ||
Property and equipment at end of period | $ (128) | $ (103) |
PROPERTY AND EQUIPMENT - Additi
PROPERTY AND EQUIPMENT - Additional Information (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Disclosure Of Property Plant And Equipment [Line Items] | |||
Cash paid for the acquisition of property and equipment | $ 451 | $ 330 | |
Expense of low value equipment | 143 | 11 | $ 36 |
Office equipment | |||
Disclosure Of Property Plant And Equipment [Line Items] | |||
Cash paid for the acquisition of property and equipment | $ 451 | $ 330 | $ 305 |
PROPERTY AND EQUIPMENT - Summ_2
PROPERTY AND EQUIPMENT - Summary of Reconciliation of Depreciation Expense (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Disclosure Of Property Plant And Equipment [Line Items] | |||
Total depreciation expense | $ 246 | $ 190 | $ 176 |
Depreciation expensed to technology expenses | |||
Disclosure Of Property Plant And Equipment [Line Items] | |||
Total depreciation expense | 0 | 0 | 46 |
Depreciation expensed to general and administrative expenses | |||
Disclosure Of Property Plant And Equipment [Line Items] | |||
Total depreciation expense | $ 246 | $ 190 | $ 130 |
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, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Right-of-Use Assets | |||
Right of use asset, beginning balance | $ 1,818 | $ 1,465 | |
Additions as a part of business combinations | 743 | ||
Additions | 75 | 96 | |
Amortization of right-of-use assets | (436) | (401) | |
Lease termination | (41) | ||
Translation differences | 44 | (85) | |
Right of use asset, ending balance | 1,460 | 1,818 | $ 1,465 |
Lease Liabilities | |||
Lease liability, beginning balance | 2,072 | 1,679 | |
Additions as a part of business combinations | 743 | ||
Additions | 75 | 96 | |
Interest expense | 165 | 182 | 188 |
Payments | (567) | (504) | |
Lease termination | (40) | ||
Translation differences | 18 | (124) | |
Lease liability, ending balance | $ 1,723 | $ 2,072 | $ 1,679 |
LEASES - Additional Information
LEASES - Additional Information (Details) - USD ($) $ in Thousands | 1 Months Ended | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2023 | Dec. 31, 2022 | |
Disclosure of maturity analysis of operating lease payments [line items] | |||
Lease liability | $ 533 | $ 533 | $ 554 |
Term of contract | 8 years | ||
Renewal option | 3 years | ||
Cash out flow | $ 567 | $ 504 | |
Forecast | |||
Disclosure of maturity analysis of operating lease payments [line items] | |||
Cash out flow | $ 3,100 |
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, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Presentation of leases for lessee [abstract] | |||
Short-term leases | $ 567 | $ 441 | $ 382 |
INTANGIBLE ASSETS - Summary of
INTANGIBLE ASSETS - Summary of Intangible Assets (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Changes in intangible assets other than goodwill [abstract] | ||
Opening net book amount | $ 88,521 | $ 25,419 |
Business combinations (Note 5) | 63,251 | |
Additions | 8,792 | 8,458 |
Amortization charge (Note 19) | (1,406) | (6,368) |
Translation differences | 2,093 | (2,239) |
Closing net book amount | 98,000 | 88,521 |
Cost | ||
Changes in intangible assets other than goodwill [abstract] | ||
Opening net book amount | 101,441 | |
Closing net book amount | 112,582 | 101,441 |
Accumulated amortization | ||
Changes in intangible assets other than goodwill [abstract] | ||
Opening net book amount | (12,920) | |
Closing net book amount | (14,582) | (12,920) |
DOMAIN NAMES MOBILE APPS AND RELATED WEBSITES | ||
Changes in intangible assets other than goodwill [abstract] | ||
Opening net book amount | 69,554 | 23,922 |
Business combinations (Note 5) | 42,599 | |
Additions | 6,591 | 6,465 |
Amortization charge (Note 19) | (60) | (1,237) |
Translation differences | 1,986 | (2,195) |
Closing net book amount | 78,071 | 69,554 |
DOMAIN NAMES MOBILE APPS AND RELATED WEBSITES | Cost | ||
Changes in intangible assets other than goodwill [abstract] | ||
Opening net book amount | 76,170 | |
Closing net book amount | 85,022 | 76,170 |
DOMAIN NAMES MOBILE APPS AND RELATED WEBSITES | Accumulated amortization | ||
Changes in intangible assets other than goodwill [abstract] | ||
Opening net book amount | (6,616) | |
Closing net book amount | (6,951) | (6,616) |
GOODWILL | ||
Changes in intangible assets other than goodwill [abstract] | ||
Opening net book amount | 10,800 | 0 |
Business combinations (Note 5) | 10,776 | |
Additions | 0 | 0 |
Translation differences | 0 | 24 |
Closing net book amount | 10,800 | 10,800 |
GOODWILL | Cost | ||
Changes in intangible assets other than goodwill [abstract] | ||
Opening net book amount | 10,800 | |
Closing net book amount | 10,800 | 10,800 |
CUSTOMER CONTRACTS AND CUSTOMER BASES | ||
Changes in intangible assets other than goodwill [abstract] | ||
Opening net book amount | 5,137 | 0 |
Business combinations (Note 5) | 6,314 | |
Additions | 287 | 0 |
Amortization charge (Note 19) | (461) | (1,146) |
Translation differences | 1 | (31) |
Closing net book amount | 4,964 | 5,137 |
CUSTOMER CONTRACTS AND CUSTOMER BASES | Cost | ||
Changes in intangible assets other than goodwill [abstract] | ||
Opening net book amount | 7,247 | |
Closing net book amount | 7,589 | 7,247 |
CUSTOMER CONTRACTS AND CUSTOMER BASES | Accumulated amortization | ||
Changes in intangible assets other than goodwill [abstract] | ||
Opening net book amount | (2,110) | |
Closing net book amount | (2,625) | (2,110) |
CONTENT ASSETS | ||
Changes in intangible assets other than goodwill [abstract] | ||
Opening net book amount | 0 | 0 |
Business combinations (Note 5) | 3,562 | |
Additions | 0 | 0 |
Amortization charge (Note 19) | 0 | (3,534) |
Translation differences | 0 | (28) |
Closing net book amount | 0 | 0 |
CONTENT ASSETS | Cost | ||
Changes in intangible assets other than goodwill [abstract] | ||
Opening net book amount | 3,538 | |
Closing net book amount | 3,548 | 3,538 |
CONTENT ASSETS | Accumulated amortization | ||
Changes in intangible assets other than goodwill [abstract] | ||
Opening net book amount | (3,538) | |
Closing net book amount | (3,548) | (3,538) |
INTERNALLY DEVELOPED INTANGIBLES | ||
Changes in intangible assets other than goodwill [abstract] | ||
Opening net book amount | 3,030 | 1,497 |
Business combinations (Note 5) | 0 | |
Additions | 1,914 | 1,993 |
Amortization charge (Note 19) | (885) | (451) |
Translation differences | 106 | (9) |
Closing net book amount | 4,165 | 3,030 |
INTERNALLY DEVELOPED INTANGIBLES | Cost | ||
Changes in intangible assets other than goodwill [abstract] | ||
Opening net book amount | 3,686 | |
Closing net book amount | 5,623 | 3,686 |
INTERNALLY DEVELOPED INTANGIBLES | Accumulated amortization | ||
Changes in intangible assets other than goodwill [abstract] | ||
Opening net book amount | (656) | |
Closing net book amount | $ (1,458) | $ (656) |
INTANGIBLE ASSETS - Additional
INTANGIBLE ASSETS - Additional Information (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Disclosure of intangible assets with indefinite useful life [line items] | |||
Intangible assets | $ 9,129 | $ 8,167 | |
Purchase of intangible assets, classified as investing activities | 8,792 | 8,958 | $ 5,269 |
Domain names and related websites | |||
Disclosure of intangible assets with indefinite useful life [line items] | |||
Deferred consideration | $ 500 | ||
Carrying amount | Mobile Apps | |||
Disclosure of intangible assets with indefinite useful life [line items] | |||
Intangible assets | $ 6,867 | $ 6,616 |
INTANGIBLE ASSETS - Finite and
INTANGIBLE ASSETS - Finite and Indefinite Intangible Assets (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Disclosure Of Reconciliation Of Changes In Intangible Assets And Goodwill [Line Items] | ||
Intangible assets | $ 9,129 | $ 8,167 |
Intangible assets with indefinite useful life | 87,200 | 77,721 |
Domain names and related websites | ||
Disclosure Of Reconciliation Of Changes In Intangible Assets And Goodwill [Line Items] | ||
Intangible assets with indefinite useful life | 78,071 | 69,554 |
Customer contracts | ||
Disclosure Of Reconciliation Of Changes In Intangible Assets And Goodwill [Line Items] | ||
Intangible assets | 4,964 | 5,137 |
Internally developed intangibles | ||
Disclosure Of Reconciliation Of Changes In Intangible Assets And Goodwill [Line Items] | ||
Intangible assets | $ 4,165 | $ 3,030 |
TRADE AND OTHER RECEIVABLES - S
TRADE AND OTHER RECEIVABLES - Summary of Trade and Other Receivables (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Trade and other receivables [abstract] | ||
Trade receivables, net | $ 19,012 | $ 9,838 |
Accrued revenue | 116 | 575 |
Prepayments | 1,802 | 954 |
Other receivables | 851 | 353 |
Deposits | 157 | 263 |
Deferred compensation cost | 0 | 239 |
Trade and other current receivables | 21,938 | 12,222 |
Trade receivables, gross | 20,769 | 10,715 |
Credit loss allowance | (1,757) | (877) |
Trade receivables, net | $ 19,012 | $ 9,838 |
TRADE AND OTHER RECEIVABLES - A
TRADE AND OTHER RECEIVABLES - Additional Information (Details) | 12 Months Ended |
Dec. 31, 2023 | |
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, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 |
Cash and cash equivalents [abstract] | ||||
Cash at bank | $ 25,429 | $ 29,664 | $ 51,047 | $ 8,225 |
SHARE CAPITAL - Summary of Shar
SHARE CAPITAL - Summary of Share Capital (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
SHARES | |||
Beginning balance (in shares) | 36,431,633 | 33,806,422 | 28,556,422 |
Issue of restricted ordinary share awards (in shares) | 33,194 | 32,942 | 5,250,000 |
Issue of ordinary shares in exchange of warrants' exercise (in shares) | 1,907,377 | ||
Issue of ordinary shares in exchange of share options exercised (in shares) | 35,203 | 3,042 | |
Issue of ordinary shares as a partial payment of contingent consideration (in shares) | 1,005,929 | ||
Issue of ordinary shares as payment of consideration for Roto Sports acquisition (in shares) | 451,264 | ||
Issue of ordinary shares as payment of consideration for BonusFinder acquisition (in shares) | 269,294 | ||
Treasury shares acquired | (283,410) | (38,708) | |
Ending balance (in shares) | 37,222,549 | 36,431,633 | 33,806,422 |
USD | |||
Beginning balance | $ 0 | $ 0 | $ 64 |
Transfer to capital reserve upon change of par value | (64) | ||
Ending balance | $ 0 | $ 0 | $ 0 |
SHARE CAPITAL - Additional Info
SHARE CAPITAL - Additional Information (Details) - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | 14 Months Ended | |||||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2023 | Jun. 20, 2023 | Nov. 30, 2022 | Dec. 31, 2020 | |
Disclosure Of Classes Of Share Capital [Line Items] | |||||||
Stock repurchase program, authorized amount | $ 10,000 | ||||||
Issue of restricted ordinary share awards (in shares) | 33,194 | 32,942 | 5,250,000 | ||||
Treasury stock acquired, average cost per share (in usd per share) | $ 9.74 | $ 8.95 | $ 9.65 | ||||
Purchase of treasury shares | $ 2,759 | $ 348 | $ 3,107 | ||||
Share repurchases payable | $ 187 | $ 187 | |||||
Number of shares issued (in shares) | 37,222,549 | 36,431,633 | 33,806,422 | 37,222,549 | 4,887,500 | 28,556,422 | |
Public offering price (in dollars per share) | $ 9.25 | ||||||
Total general and administrative expenses | $ 24,291 | $ 19,519 | $ 13,014 | ||||
Secondary offering related costs, including employee bonuses | |||||||
Disclosure Of Classes Of Share Capital [Line Items] | |||||||
Total general and administrative expenses | 934 | ||||||
Employees’ bonuses related to offering (Note 11) | |||||||
Disclosure Of Classes Of Share Capital [Line Items] | |||||||
Total general and administrative expenses | $ 201 | $ 0 | $ 1,085 | ||||
Treasury shares | |||||||
Disclosure Of Classes Of Share Capital [Line Items] | |||||||
Issue of restricted ordinary share awards (in shares) | 283,410 | 38,708 | 322,118 | ||||
Purchase of treasury shares | $ 2,759 | $ 348 |
CAPITAL RESERVE - Summary of Ca
CAPITAL RESERVE - Summary of Capital Reserve (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Disclosure Of Classes Of Share Capital [Line Items] | |||
Opening carrying amount | $ 87,109 | $ 79,909 | $ 34,212 |
Issue of ordinary shares as a payment of contingent consideration | 10,216 | 7,619 | 35,910 |
Share options expired | 0 | ||
Transfer from share capital reserve upon change of par value | 0 | ||
Closing carrying amount | 118,924 | 87,109 | 79,909 |
CAPITAL RESERVE | |||
Disclosure Of Classes Of Share Capital [Line Items] | |||
Opening carrying amount | 63,723 | 55,953 | 19,979 |
Issue of ordinary shares as a payment of contingent consideration | 10,216 | 7,619 | 35,910 |
Issue of ordinary shares in initial public offering, net of attributable costs | 35,910 | ||
Issue of ordinary shares as payment of consideration for Roto Sports acquisition | 4,600 | ||
Issue of ordinary shares as payment of consideration for BonusFinder acquisition | 2,792 | ||
Share options and warrants exercised | 201 | 151 | 0 |
Issue of restricted shares | 304 | 227 | 0 |
Share options expired | 26 | 0 | 0 |
Transfer from share capital reserve upon change of par value | 0 | 0 | 64 |
Closing carrying amount | 74,166 | $ 63,723 | $ 55,953 |
CAPITAL RESERVE | Ordinary Shares Issued As Contingent Consideration | |||
Disclosure Of Classes Of Share Capital [Line Items] | |||
Issue of ordinary shares as a payment of contingent consideration | $ 9,912 |
SHARE OPTIONS AND WARRANTS RE_3
SHARE OPTIONS AND WARRANTS RESERVE - Narrative (Details) | 1 Months Ended | 12 Months Ended | |||
Jul. 31, 2021 shares | Dec. 31, 2023 shares | Dec. 31, 2022 shares | Dec. 31, 2021 shares | Dec. 31, 2020 shares | |
Disclosure Of Terms And Conditions Of Sharebased Payment Arrangement [Line Items] | |||||
Number of share options and warrants outstanding (in shares) | 5,852,864 | 5,562,984 | 7,021,514 | 2,854,744 | |
Share options granted (in shares) | 359,666 | 875,544 | 4,186,770 | ||
2020 Stock Incentive Plan | |||||
Disclosure Of Terms And Conditions Of Sharebased Payment Arrangement [Line Items] | |||||
Issued (in shares) | 1,796,094 | 1,506,214 | |||
Share options granted (in shares) | 605,000 | ||||
Share warrants issued (in shares) | 250,000 | ||||
Plan and Founders Award | |||||
Disclosure Of Terms And Conditions Of Sharebased Payment Arrangement [Line Items] | |||||
Issued (in shares) | 4,056,770 | ||||
Number of share options outstanding in share-based payment arrangement | 5,852,864 | 5,562,984 | 4,911,770 | 745,000 | |
Share options granted (in shares) | 4,056,770 | 359,666 | 875,544 | 4,186,770 | |
Founders Award 2021 | |||||
Disclosure Of Terms And Conditions Of Sharebased Payment Arrangement [Line Items] | |||||
Number of share options outstanding in share-based payment arrangement | 4,056,770 |
SHARE OPTIONS AND WARRANTS RE_4
SHARE OPTIONS AND WARRANTS RESERVE - Summary of Changes in Share Option and Warrants Reserve (Details) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2023 USD ($) shares | Dec. 31, 2022 USD ($) shares | Dec. 31, 2021 USD ($) shares | |
OPTIONS AND WARRANTS | |||
As of beginning of period (in shares) | shares | 5,562,984 | 7,021,514 | 2,854,744 |
Share options granted (in shares) | shares | 359,666 | 875,544 | 4,186,770 |
Share options and warrants exercised (in shares) | shares | (39,786) | ||
Share warrants exercised (in shares) | shares | (2,114,744) | ||
Share warrants repurchased (in shares) | shares | (200,000) | ||
Modification of share warrants (in shares) | shares | 0 | ||
Share options forfeited (in shares) | shares | (26,042) | (19,330) | (20,000) |
Share options expired (in shares) | shares | (3,958) | ||
As of end of period (in shares) | shares | 5,852,864 | 5,562,984 | 7,021,514 |
USD thousand | |||
As of beginning of period | $ 4,411 | $ 2,442 | $ 296 |
Share options expense | 2,667 | 2,050 | 640 |
Share options granted | 509 | 1,082 | 645 |
Share options and warrants exercised | (95) | ||
Share warrants exercised | (151) | ||
Share warrants repurchased | (1,012) | ||
Modification of share warrants | 869 | ||
Share options forfeited | (52) | 0 | (8) |
Share options expired | (26) | ||
As of end of period | $ 7,414 | $ 4,411 | $ 2,442 |
SHARE-BASED PAYMENTS - Addition
SHARE-BASED PAYMENTS - Additional Information (Details) $ / shares in Units, $ in Thousands | 1 Months Ended | 12 Months Ended | ||||
Jul. 31, 2021 shares $ / shares | Jul. 31, 2021 shares € / shares | Dec. 31, 2023 USD ($) shares $ / shares | Dec. 31, 2022 USD ($) shares $ / shares | Dec. 31, 2021 USD ($) shares $ / shares | Jun. 30, 2021 USD ($) | |
Disclosure Of Terms And Conditions Of Sharebased Payment Arrangement [Line Items] | ||||||
Granted (in shares) | shares | 359,666 | 875,544 | 4,186,770 | |||
Holding period | 3 years | 3 years | ||||
Weighted average remaining contractual life for options and warrants issued as share based payments | 6 years 11 months 26 days | 8 years 3 days | 8 years 11 months 23 days | |||
Expected volatility, share options granted | 55% | 55% | ||||
Risk free interest rate, share options granted | 1.24% | 1.24% | ||||
Holding restriction discount rate share options granted | 20% | 20% | ||||
Expected weighted average time to vest | 6 years 7 months 13 days | 6 years 7 months 13 days | ||||
Exercise price of share options granted (in usd per share) | $ / shares | $ 8 | |||||
Share price used to determine weighted average fair value (in usd per share) | $ / shares | 1.92 | |||||
Warrant fair value per share (in dollars per share) | (per share) | $ 4.43 | € 3.66 | ||||
Warrants expected life | 3 years 4 months 24 days | 3 years 4 months 24 days | ||||
Warrants exercise price per share (in usd per share) | (per share) | $ 3.65 | € 3.01 | ||||
Share price (in usd per share) | (per share) | $ 8.64 | € 7.13 | ||||
Share warrants repurchased (in shares) | shares | 200,000 | |||||
Warrants repurchased | $ | $ 0 | $ (800) | $ 0 | |||
Repurchase of warrant | $ | (800) | |||||
Unrecognized expense from share-based payment | $ | $ 2,850 | $ 2,980 | ||||
Expected unvested stock options | shares | 920,197 | 1,079,651 | ||||
Weighted-average remaining period | 5 years 9 months 18 days | 6 years 4 months 28 days | ||||
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 | ||||
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 | ||||
Liability classified warrants' expense | ||||||
Disclosure Of Terms And Conditions Of Sharebased Payment Arrangement [Line Items] | ||||||
Warrant liability | $ | $ 869 | |||||
RETAINED EARNINGS | ||||||
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] | ||||||
Range of exercise prices for options and warrants issued as share based payment (in usd per share) | $ / shares | $ 3.52 | $ 7.53 | $ 8 | |||
Maximum | ||||||
Disclosure Of Terms And Conditions Of Sharebased Payment Arrangement [Line Items] | ||||||
Range of exercise prices for options and warrants issued as share based payment (in usd per share) | $ / shares | $ 14.71 | $ 11.68 | $ 14.71 | |||
2020 Stock Incentive Plan | ||||||
Disclosure Of Terms And Conditions Of Sharebased Payment Arrangement [Line Items] | ||||||
Maximum instruments available for grants (in shares) | shares | 2,905,535 | |||||
Annual increase, percentage | 2% | |||||
Granted (in shares) | shares | 605,000 | |||||
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 | 359,666 | 875,544 | 4,186,770 | |
Restricted shares expense | ||||||
Disclosure Of Terms And Conditions Of Sharebased Payment Arrangement [Line Items] | ||||||
Share-based payment arrangement, award vesting period | 1 year | |||||
Restricted shares expense | Minimum | ||||||
Disclosure Of Terms And Conditions Of Sharebased Payment Arrangement [Line Items] | ||||||
Range of exercise prices for options and warrants issued as share based payment (in usd per share) | $ / shares | $ 8.97 | $ 7.53 | $ 8 | |||
Share-based payment arrangement, award vesting period | 1 year | |||||
Restricted shares expense | Maximum | ||||||
Disclosure Of Terms And Conditions Of Sharebased Payment Arrangement [Line Items] | ||||||
Range of exercise prices for options and warrants issued as share based payment (in usd per share) | $ / shares | $ 13.19 | $ 11.68 | $ 14.71 | |||
Share-based payment arrangement, award vesting period | 3 years |
SHARE-BASED PAYMENTS - Summary
SHARE-BASED PAYMENTS - Summary of Awards Outstanding (Details) | 1 Months Ended | 12 Months Ended | ||
Jul. 31, 2021 shares | Dec. 31, 2023 shares $ / shares | Dec. 31, 2022 shares $ / shares | Dec. 31, 2021 shares $ / shares | |
NUMBER OF AWARDS | ||||
Granted (in shares) | 359,666 | 875,544 | 4,186,770 | |
Forfeited (in shares) | (26,042) | (19,330) | (20,000) | |
Exercised (in shares) | (39,786) | |||
Expired (in share) | (3,958) | |||
Exercisable (in shares) | 825,897 | |||
WEIGHTED AVERAGE EXERCISE PRICE PER SHARE IN USD | ||||
Exercisable (in usd per share) | $ / shares | $ 7.73 | |||
Plan and Founders Award | ||||
NUMBER OF AWARDS | ||||
Period start, outstanding (in shares) | 5,562,984 | 4,911,770 | 745,000 | |
Granted (in shares) | 4,056,770 | 359,666 | 875,544 | 4,186,770 |
Forfeited (in shares) | (26,042) | (19,330) | (20,000) | |
Repurchased (in shares) | (200,000) | |||
Exercised (in shares) | (39,786) | (5,000) | ||
Expired (in share) | (3,958) | |||
Period end, outstanding (in shares) | 5,852,864 | 5,562,984 | 4,911,770 | |
Exercisable (in shares) | 376,563 | 127,188 | ||
WEIGHTED AVERAGE EXERCISE PRICE PER SHARE IN USD | ||||
Period start, exercise price (in usd per share) | $ / shares | $ 8.03 | $ 7.49 | $ 3.52 | |
Granted (in usd per share) | $ / shares | 11.50 | 9.89 | 8.18 | |
Forfeited (in usd per share) | $ / shares | 9.94 | 9.89 | 3.52 | |
Repurchased (in usd per share) | $ / shares | 3.52 | |||
Exercised (in usd per share) | $ / shares | 4.10 | 3.52 | ||
Expired (in usd per share) | $ / shares | 14.61 | |||
Period end, exercise price (in usd per share) | $ / shares | $ 8.25 | 8.03 | 7.49 | |
Exercisable (in usd per share) | $ / shares | $ 6.73 | $ 3.52 |
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, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | Jul. 31, 2021 |
Exercise price, USD | Options and Warrants | Minimum | ||||
Disclosure Of Significant Unobservable Inputs Used In Fair Value Measurement Of Equity [Line Items] | ||||
Significant unobservable input | 8.97 | 7.54 | 8 | |
Exercise price, USD | Options and Warrants | Maximum | ||||
Disclosure Of Significant Unobservable Inputs Used In Fair Value Measurement Of Equity [Line Items] | ||||
Significant unobservable input | 13.19 | 11.68 | 14.71 | |
Share price, USD | Options and Warrants | Minimum | ||||
Disclosure Of Significant Unobservable Inputs Used In Fair Value Measurement Of Equity [Line Items] | ||||
Significant unobservable input | 8.97 | 7.54 | 8 | |
Share price, USD | Options and Warrants | Maximum | ||||
Disclosure Of Significant Unobservable Inputs Used In Fair Value Measurement Of Equity [Line Items] | ||||
Significant unobservable input | 13.19 | 11.68 | 14.71 | |
Risk free rate | ||||
Disclosure Of Significant Unobservable Inputs Used In Fair Value Measurement Of Equity [Line Items] | ||||
Significant unobservable input | 0.0051 | |||
Risk free rate | Options and Warrants | Minimum | ||||
Disclosure Of Significant Unobservable Inputs Used In Fair Value Measurement Of Equity [Line Items] | ||||
Significant unobservable input | 0.037 | 0.015 | 0.009 | |
Risk free rate | Options and Warrants | Maximum | ||||
Disclosure Of Significant Unobservable Inputs Used In Fair Value Measurement Of Equity [Line Items] | ||||
Significant unobservable input | 0.045 | 0.038 | 0.012 | |
Estimated volatility | Options and Warrants | ||||
Disclosure Of Significant Unobservable Inputs Used In Fair Value Measurement Of Equity [Line Items] | ||||
Significant unobservable input | 0.45 | 0.55 | ||
Estimated volatility | Options and Warrants | Minimum | ||||
Disclosure Of Significant Unobservable Inputs Used In Fair Value Measurement Of Equity [Line Items] | ||||
Significant unobservable input | 0.45 | |||
Estimated volatility | Options and Warrants | Maximum | ||||
Disclosure Of Significant Unobservable Inputs Used In Fair Value Measurement Of Equity [Line Items] | ||||
Significant unobservable input | 0.50 | |||
Expected term in years | Options and Warrants | Minimum | ||||
Disclosure Of Significant Unobservable Inputs Used In Fair Value Measurement Of Equity [Line Items] | ||||
Significant unobservable input | 4 | 3.8 | 4.6 | |
Expected term in years | Options and Warrants | Maximum | ||||
Disclosure Of Significant Unobservable Inputs Used In Fair Value Measurement Of Equity [Line Items] | ||||
Significant unobservable input | 4.6 | 4.6 | 6.7 |
SHARE-BASED PAYMENTS - Summar_3
SHARE-BASED PAYMENTS - Summary of Range of Exercise Prices of Outstanding Share Options and Warrants (Details) - $ / shares | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Maximum | |||
Disclosure Of Terms And Conditions Of Sharebased Payment Arrangement [Line Items] | |||
Range of exercise prices for options and warrants issued as share based payment (in usd per share) | $ 14.71 | $ 11.68 | $ 14.71 |
Maximum | Restricted shares expense | |||
Disclosure Of Terms And Conditions Of Sharebased Payment Arrangement [Line Items] | |||
Range of exercise prices for options and warrants issued as share based payment (in usd per share) | 13.19 | 11.68 | 14.71 |
Minimum | |||
Disclosure Of Terms And Conditions Of Sharebased Payment Arrangement [Line Items] | |||
Range of exercise prices for options and warrants issued as share based payment (in usd per share) | 3.52 | 7.53 | 8 |
Minimum | Restricted shares expense | |||
Disclosure Of Terms And Conditions Of Sharebased Payment Arrangement [Line Items] | |||
Range of exercise prices for options and warrants issued as share based payment (in usd per share) | $ 8.97 | $ 7.53 | $ 8 |
SHARE-BASED PAYMENTS - Restrict
SHARE-BASED PAYMENTS - Restricted Shares (Details) - Restricted Shares granted | 12 Months Ended | ||
Dec. 31, 2023 shares $ / shares | Dec. 31, 2022 shares $ / shares | Dec. 31, 2021 shares $ / shares | |
Disclosure Of Significant Unobservable Inputs Used In Fair Value Measurement Of Equity [Line Items] | |||
Number of other equity instruments granted in share-based payment arrangement | shares | 33,194 | 32,942 | 0 |
Maximum | |||
Disclosure Of Significant Unobservable Inputs Used In Fair Value Measurement Of Equity [Line Items] | |||
Price per share high and low | $ 10.13 | $ 9.27 | $ 0 |
Minimum | |||
Disclosure Of Significant Unobservable Inputs Used In Fair Value Measurement Of Equity [Line Items] | |||
Price per share high and low | $ 10.13 | $ 7.87 | $ 0 |
SHARE-BASED PAYMENTS - Schedule
SHARE-BASED PAYMENTS - Schedule of Share-based Payment Expense (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Disclosure Of Terms And Conditions Of Sharebased Payment Arrangement [Line Items] | |||
Share-based payment expense | $ 3,607 | $ 3,214 | $ 1,995 |
Equity classified share options expense | |||
Disclosure Of Terms And Conditions Of Sharebased Payment Arrangement [Line Items] | |||
Share-based payment expense | 3,124 | 3,132 | 1,286 |
Restricted shares expense | |||
Disclosure Of Terms And Conditions Of Sharebased Payment Arrangement [Line Items] | |||
Share-based payment expense | 483 | 82 | 0 |
Liability classified warrants' expense | |||
Disclosure Of Terms And Conditions Of Sharebased Payment Arrangement [Line Items] | |||
Share-based payment expense | $ 0 | $ 0 | $ 709 |
BORROWINGS - Additional Informa
BORROWINGS - Additional Information (Details) - USD ($) $ in Thousands | 12 Months Ended | |||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Disclosure Of Detailed Information About Borrowings [Line Items] | ||||
Interest paid | $ 0 | $ 458 | $ 509 | |
Term Loan Agreement with Investor | ||||
Disclosure Of Detailed Information About Borrowings [Line Items] | ||||
Interest rate | 8% | |||
Nominal amount | $ 6,000 | |||
Transaction costs directly attributable to issuance | $ 66 | |||
Interest paid | $ 458 | $ 509 |
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, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Disclosure of detailed information about borrowings [abstract] | |||
As at January 1, at fair value | $ 0 | $ 0 | $ 5,944 |
Interest accrued (Note 20) | 0 | 464 | 480 |
Amortization of issuance costs | 0 | 31 | |
Interest paid | 0 | (458) | (509) |
Repayment of principal | 0 | (6,000) | 0 |
Translation differences | 0 | 19 | |
As at December 31, at fair value | $ 0 | $ 0 | $ 5,944 |
TRADE AND OTHER PAYABLES - Summ
TRADE AND OTHER PAYABLES - Summary of Trade and Other Payables (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Non-current | ||
Accruals | $ 0 | $ 290 |
Current | ||
Trade payables | 1,862 | 1,235 |
Accruals | 7,656 | 4,292 |
Indirect taxes | 1,180 | 703 |
Other payables | 95 | 112 |
Trade and other payables | $ 10,793 | $ 6,342 |
TRADE AND OTHER PAYABLES - Su_2
TRADE AND OTHER PAYABLES - Summary of Trade and Other Payables (Parenthetical) (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Disclosure of detailed information about financial instruments [line items] | ||
Trade payables, settlement period | 60 days | |
Accrued Media Partnership Costs and Other Unbilled Operational Expenses | ||
Disclosure of detailed information about financial instruments [line items] | ||
Financial liabilities | $ 4,709 | $ 2,093 |
DEFERRED TAX - Summary of Amoun
DEFERRED TAX - Summary of Amounts Determined After Appropriate Offsetting (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 |
Disclosure Of Deferred Tax [Abstract] | |||
Deferred tax asset | $ 7,134 | $ 5,832 | |
Deferred tax liability | (2,008) | (2,179) | |
Net deferred tax assets | $ 5,126 | $ 3,653 | $ 7,028 |
DEFERRED TAX - Summary of Chang
DEFERRED TAX - Summary of Change in Deferred Income Tax (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Changes in deferred tax liability (asset) [abstract] | ||
Deferred tax, net at the beginning of the period | $ 3,653 | $ 7,028 |
Business combination (Note 5) | 0 | (4,008) |
Credited to the consolidated statement of comprehensive income (Note 22) | 1,287 | 1,012 |
Translation differences | 186 | (379) |
Deferred tax, net at the end of the period | $ 5,126 | $ 3,653 |
DEFERRED TAX - Disclosure of De
DEFERRED TAX - Disclosure of Deferred Taxes Calculated on Temporary Differences (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 |
Disclosure Of Deferred Tax [Abstract] | |||
Intangible assets - deferred tax assets | $ 5,797 | $ 5,742 | |
Intangible assets - deferred tax liability | (3,193) | (3,151) | |
Trading losses and other allowances | 2,522 | 1,062 | |
Net deferred tax assets | $ 5,126 | $ 3,653 | $ 7,028 |
DEFERRED TAX - Additional Infor
DEFERRED TAX - Additional Information (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Disclosure Of Deferred Tax [Line Items] | ||
Trading losses and other allowances | $ 2,522 | $ 1,062 |
Tax effect of intangible assets | 5,797 | 5,742 |
Tax effect of intangible liability | 3,193 | 3,151 |
Management Performance Projections 2023 To 2027 | ||
Disclosure Of Deferred Tax [Line Items] | ||
Trading losses and other allowances unutilized | 52,390 | 39,987 |
Trading losses and other allowances not recognized | 29,199 | 34,129 |
Capital allowances | 58,665 | 73,079 |
Capital allowance not recognized | $ 12,289 | 27,035 |
Ability to utilize capital allowance in recognition of deferred asset | $ 5,742 |
REVENUE - Additional Informatio
REVENUE - Additional Information (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Disclosure Of Disaggregation Of Revenue From Contracts With Customers [Line Items] | |||
Total revenues | $ 108,652 | $ 76,507 | $ 42,323 |
Advertising and other | |||
Disclosure Of Disaggregation Of Revenue From Contracts With Customers [Line Items] | |||
Total revenues | $ 13,176 | 8,967 | $ 4,520 |
Advertising and other | Reclassification Between Performance Marketing And Advertising And Other Revenues | |||
Disclosure Of Disaggregation Of Revenue From Contracts With Customers [Line Items] | |||
Total revenues | $ 881 | ||
Cost Per Acquisition | |||
Disclosure Of Disaggregation Of Revenue From Contracts With Customers [Line Items] | |||
Percentage of revenues | 58% | 59% | 49% |
Revenue Share | |||
Disclosure Of Disaggregation Of Revenue From Contracts With Customers [Line Items] | |||
Percentage of revenues | 13% | 14% | 10% |
Hybrid | |||
Disclosure Of Disaggregation Of Revenue From Contracts With Customers [Line Items] | |||
Percentage of revenues | 29% | 27% | 41% |
Top Ten Customers | |||
Disclosure Of Disaggregation Of Revenue From Contracts With Customers [Line Items] | |||
Percentage of revenues | 48% | 50% | 52% |
Largest Customer | |||
Disclosure Of Disaggregation Of Revenue From Contracts With Customers [Line Items] | |||
Percentage of revenues | 16% | 13% | |
Second Largest Customer | |||
Disclosure Of Disaggregation Of Revenue From Contracts With Customers [Line Items] | |||
Percentage of revenues | 10% |
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, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Disclosure Of Disaggregation Of Revenue From Contracts With Customers [Line Items] | |||
Total revenues | $ 108,652 | $ 76,507 | $ 42,323 |
North America | |||
Disclosure Of Disaggregation Of Revenue From Contracts With Customers [Line Items] | |||
Total revenues | 60,755 | 35,923 | 7,484 |
U.K. and Ireland | |||
Disclosure Of Disaggregation Of Revenue From Contracts With Customers [Line Items] | |||
Total revenues | 31,347 | 28,151 | 21,391 |
Other Europe | |||
Disclosure Of Disaggregation Of Revenue From Contracts With Customers [Line Items] | |||
Total revenues | 10,994 | 8,909 | 10,800 |
Rest of the world | |||
Disclosure Of Disaggregation Of Revenue From Contracts With Customers [Line Items] | |||
Total revenues | $ 5,556 | $ 3,524 | $ 2,648 |
REVENUE - Summary of Revenue by
REVENUE - Summary of Revenue by Monetization Type (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Disclosure Of Disaggregation Of Revenue From Contracts With Customers [Line Items] | |||
Total revenues | $ 108,652 | $ 76,507 | $ 42,323 |
Performance marketing | |||
Disclosure Of Disaggregation Of Revenue From Contracts With Customers [Line Items] | |||
Total revenues | 87,824 | 61,102 | 37,803 |
Subscription and content syndication | |||
Disclosure Of Disaggregation Of Revenue From Contracts With Customers [Line Items] | |||
Total revenues | 7,652 | 6,438 | 0 |
Advertising and other | |||
Disclosure Of Disaggregation Of Revenue From Contracts With Customers [Line Items] | |||
Total revenues | $ 13,176 | $ 8,967 | $ 4,520 |
REVENUE - Summary of Revenue Di
REVENUE - Summary of Revenue Disaggregated by Product Type (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Disclosure Of Disaggregation Of Revenue From Contracts With Customers [Line Items] | |||
Total revenues | $ 108,652 | $ 76,507 | $ 42,323 |
Casino | |||
Disclosure Of Disaggregation Of Revenue From Contracts With Customers [Line Items] | |||
Total revenues | 66,869 | 50,923 | 35,632 |
Sports | |||
Disclosure Of Disaggregation Of Revenue From Contracts With Customers [Line Items] | |||
Total revenues | 40,634 | 25,086 | 6,188 |
Other | |||
Disclosure Of Disaggregation Of Revenue From Contracts With Customers [Line Items] | |||
Total revenues | $ 1,149 | $ 498 | $ 503 |
REVENUE - Contract Balances (De
REVENUE - Contract Balances (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 |
Revenue [abstract] | |||
Contract assets | $ 116 | $ 575 | |
Contract liabilities | $ (2,207) | $ (1,692) | $ 0 |
REVENUE - Contract Liabilities
REVENUE - Contract Liabilities (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Changes in Contract Liabilities [Abstract] | ||
Contract liabilities, beginning | $ 1,692 | $ 0 |
Business combination (Note 5) | 0 | 1,120 |
Amounts included in contract liabilities that was recognised as revenue during the period | (4,066) | (3,537) |
Cash received in advance of performance and not recognized as revenue during the period | 4,581 | 4,109 |
Contract liabilities, end | $ 2,207 | $ 1,692 |
OPERATING EXPENSES - Summary of
OPERATING EXPENSES - Summary of Operating Expenses (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Disclosure Of Attribution Of Expenses By Nature To Their Function [Line Items] | |||
Total sales and marketing expenses | $ 35,331 | $ 33,740 | $ 14,067 |
Total technology expenses | 10,287 | 6,764 | 3,947 |
Total general and administrative expenses | 24,291 | 19,519 | 13,014 |
Share-based payment expense | 3,607 | 3,214 | 1,995 |
Other share based related expenses | |||
Disclosure Of Attribution Of Expenses By Nature To Their Function [Line Items] | |||
Share-based payment expense | 180 | ||
People costs | |||
Disclosure Of Attribution Of Expenses By Nature To Their Function [Line Items] | |||
Total sales and marketing expenses | 22,334 | 17,587 | 8,362 |
Total technology expenses | 7,541 | 5,077 | 3,296 |
Total general and administrative expenses | 10,802 | 7,981 | 4,044 |
Employer contributions | 681 | 723 | 0 |
Employees' bonuses related to acquisition | |||
Disclosure Of Attribution Of Expenses By Nature To Their Function [Line Items] | |||
Total sales and marketing expenses | 368 | 628 | 0 |
External marketing expenses | |||
Disclosure Of Attribution Of Expenses By Nature To Their Function [Line Items] | |||
Total sales and marketing expenses | 6,083 | 4,126 | 2,070 |
External content | |||
Disclosure Of Attribution Of Expenses By Nature To Their Function [Line Items] | |||
Total sales and marketing expenses | 3,666 | 3,166 | 1,031 |
Software and subscriptions | |||
Disclosure Of Attribution Of Expenses By Nature To Their Function [Line Items] | |||
Total technology expenses | 1,131 | 671 | 219 |
Depreciation of property and equipment | |||
Disclosure Of Attribution Of Expenses By Nature To Their Function [Line Items] | |||
Total technology expenses | 0 | 0 | 46 |
Total general and administrative expenses | 246 | 190 | 130 |
Amortization of intangible assets | |||
Disclosure Of Attribution Of Expenses By Nature To Their Function [Line Items] | |||
Total sales and marketing expenses | 521 | 5,949 | 1,817 |
Total technology expenses | 885 | 419 | 129 |
Share-based payment expense | |||
Disclosure Of Attribution Of Expenses By Nature To Their Function [Line Items] | |||
Total sales and marketing expenses | 359 | 417 | 524 |
Total technology expenses | 42 | 20 | 0 |
Share-based payment and related expenses | |||
Disclosure Of Attribution Of Expenses By Nature To Their Function [Line Items] | |||
Total general and administrative expenses | 3,386 | 2,777 | 1,471 |
Legal and consultancy fees | |||
Disclosure Of Attribution Of Expenses By Nature To Their Function [Line Items] | |||
Total general and administrative expenses | 3,901 | 4,177 | 2,590 |
Secondary offering related costs | |||
Disclosure Of Attribution Of Expenses By Nature To Their Function [Line Items] | |||
Total general and administrative expenses | 733 | 0 | 0 |
Acquisition related costs | |||
Disclosure Of Attribution Of Expenses By Nature To Their Function [Line Items] | |||
Total general and administrative expenses | 821 | 539 | 520 |
Initial offering related costs | |||
Disclosure Of Attribution Of Expenses By Nature To Their Function [Line Items] | |||
Total general and administrative expenses | 0 | 0 | 963 |
Employees’ bonuses related to offering (Note 11) | |||
Disclosure Of Attribution Of Expenses By Nature To Their Function [Line Items] | |||
Total general and administrative expenses | 201 | 0 | 1,085 |
Insurance | |||
Disclosure Of Attribution Of Expenses By Nature To Their Function [Line Items] | |||
Total general and administrative expenses | 581 | 655 | 384 |
Short-term leases | |||
Disclosure Of Attribution Of Expenses By Nature To Their Function [Line Items] | |||
Total general and administrative expenses | 567 | 441 | 382 |
Amortization of right-of-use assets | |||
Disclosure Of Attribution Of Expenses By Nature To Their Function [Line Items] | |||
Total general and administrative expenses | 436 | 401 | 279 |
Other | |||
Disclosure Of Attribution Of Expenses By Nature To Their Function [Line Items] | |||
Total sales and marketing expenses | 2,000 | 1,867 | 263 |
Total technology expenses | 688 | 577 | 257 |
Total general and administrative expenses | $ 2,617 | $ 2,358 | $ 1,166 |
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, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Disclosure Of Finance Income And Expenses [Abstract] | |||
Foreign exchange gain | $ 375 | $ 2,322 | $ 2,581 |
Interest income | 259 | 0 | 0 |
Total finance income | 634 | 2,322 | 2,581 |
Foreign exchange loss | 1,298 | 225 | 1,041 |
Unwinding of deferred consideration | 735 | 325 | 0 |
Interest expense on lease liabilities | 165 | 182 | 188 |
Interest expense on borrowings | 0 | 464 | 480 |
Other finance results | 73 | 103 | 100 |
Total finance expenses | 2,271 | 1,299 | 1,809 |
Net finance (loss) income | $ (1,637) | $ 1,023 | $ 772 |
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, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Earnings per share [abstract] | |||
Net income for the period attributable to shareholders | $ 18,260 | $ 2,390 | $ 12,453 |
Weighted-average number of ordinary shares, basic (in shares) | 37,083,262 | 35,828,204 | 30,886,559 |
Net income per share attributable to shareholders, basic (in usd per share) | $ 0.49 | $ 0.07 | $ 0.40 |
Weighted-average number of ordinary shares, diluted (in shares) | 38,542,166 | 38,212,108 | 33,746,536 |
Net income per share attributable to shareholders, diluted (in usd per share) | $ 0.47 | $ 0.06 | $ 0.37 |
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, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Earnings per share [abstract] | |||
Weighted-average number of ordinary shares, basic (in shares) | 37,083,262 | 35,828,204 | 30,886,559 |
Effect of share options and warrants on issue (in shares) | 495,252 | 1,003,403 | 2,859,977 |
Effect of contingently issuable ordinary shares related to business combinations (in shares) | 963,652 | 1,380,501 | 0 |
Weighted-average number of ordinary shares, diluted (in shares) | 38,542,166 | 38,212,108 | 33,746,536 |
BASIC AND DILUTED INCOME PER _5
BASIC AND DILUTED INCOME PER SHARE - Additional Information (Details) - shares | 12 Months Ended | |||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Earnings per share [line items] | ||||
Number of share options and warrants outstanding (in shares) | 5,852,864 | 5,562,984 | 7,021,514 | 2,854,744 |
Share options | ||||
Earnings per share [line items] | ||||
Instruments with potential future dilutive effect not included in calculation of diluted earnings per share (in shares) | 4,771,770 | 4,744,760 | 4,056,770 | |
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) | 0 | 617,322 | 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, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Major components of tax expense (income) [abstract] | |||
Current tax expense | $ 3,168 | $ 1,522 | $ 1,481 |
Deferred tax benefit (Note 17) | (1,287) | (1,012) | (1,770) |
Income tax expense (benefit) | $ 1,881 | $ 510 | $ (289) |
TAX CHARGE (CREDIT) - Additiona
TAX CHARGE (CREDIT) - Additional Information (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Major components of tax expense (income) [abstract] | |||
Effective tax rate | 9.30% | 17.60% | (2.40%) |
Income tax payable | $ 95 | $ 716 |
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, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Major components of tax expense (income) [abstract] | |||
Income before tax | $ 20,141 | $ 2,900 | $ 12,164 |
Effective tax expense | 2,721 | 3,190 | 608 |
Disallowed expenses (credits) | 635 | 1,722 | 239 |
Unrecognized deferred tax | (1,266) | (4,121) | (939) |
Change in estimates related to prior periods | (106) | 67 | 0 |
Tax incentives | (115) | (300) | 0 |
Income subject to other tax rates | 0 | 0 | (273) |
Other | 12 | (48) | 76 |
Income tax expense (benefit) | $ 1,881 | $ 510 | $ (289) |
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, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Related party transactions [abstract] | |||
Remuneration to key management and executive directors | $ 5,033 | $ 4,699 | $ 3,897 |
Non-executive directors’ fees | 1,225 | 958 | 401 |
Key management personnel compensation | $ 6,258 | $ 5,657 | $ 4,298 |
RELATED PARTY TRANSACTIONS - Ad
RELATED PARTY TRANSACTIONS - Additional Information (Details) $ in Thousands | 1 Months Ended | 12 Months Ended | ||
Jul. 31, 2021 shares | Dec. 31, 2023 USD ($) shares | Dec. 31, 2022 USD ($) shares | Dec. 31, 2021 USD ($) shares | |
Disclosure Of Transactions Between Related Parties [Line Items] | ||||
Directors' remuneration expense | $ | $ 3,189 | $ 2,006 | $ 1,202 | |
Share options granted (in shares) | 359,666 | 875,544 | 4,186,770 | |
Restricted shares expense | ||||
Disclosure Of Transactions Between Related Parties [Line Items] | ||||
Number of other equity instruments granted in share-based payment arrangement | 33,194 | 32,942 | 0 | |
Plan and Founders Award | ||||
Disclosure Of Transactions Between Related Parties [Line Items] | ||||
Share options granted (in shares) | 4,056,770 | 359,666 | 875,544 | 4,186,770 |
Plan and Founders Award | Chief Executive and Chief Operating Officers | ||||
Disclosure Of Transactions Between Related Parties [Line Items] | ||||
Share options granted (in shares) | 4,056,770 | |||
Non-executive Directors | ||||
Disclosure Of Transactions Between Related Parties [Line Items] | ||||
Number of other equity instruments granted in share-based payment arrangement | 44,666 | 156,124 | ||
Non-executive Directors | Restricted shares expense | ||||
Disclosure Of Transactions Between Related Parties [Line Items] | ||||
Number of other equity instruments granted in share-based payment arrangement | 33,194 | 32,942 | ||
Key Executive | ||||
Disclosure Of Transactions Between Related Parties [Line Items] | ||||
Balance outstanding to a related party | $ | $ 1,640 | $ 1,399 | ||
Share options granted (in shares) | 400,000 |
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, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Expenses | |||
Remuneration expense | $ 3,731 | $ 3,379 | $ 2,953 |
Share-based payments | 2,527 | 2,278 | 1,345 |
Other expenses | 0 | 8 | 20 |
Expenses | $ 6,258 | $ 5,665 | $ 4,318 |
RELATED PARTY TRANSACTIONS - _3
RELATED PARTY TRANSACTIONS - Summary of Warrants Held by Related Parties (Details) - shares | Dec. 31, 2023 | Dec. 31, 2022 |
Key Management and Executive Directors | ||
Disclosure Of Transactions Between Related Parties [Line Items] | ||
Share options held by key management, executive directors and non-executive directors (in shares) | 4,707,626 | 4,662,930 |
PERSONNEL - Summary of Average
PERSONNEL - Summary of Average Number of Employees (Details) - employee | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Number And Average Number Of Employees [Line Items] | |||
Average number of employees | 451 | 346 | 186 |
Executive director | |||
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 | 6 |
Sales and marketing employees | |||
Number And Average Number Of Employees [Line Items] | |||
Average number of employees | 284 | 191 | 96 |
Technology employees | |||
Number And Average Number Of Employees [Line Items] | |||
Average number of employees | 105 | 91 | 58 |
General and administrative employees | |||
Number And Average Number Of Employees [Line Items] | |||
Average number of employees | 55 | 57 | 25 |
PERSONNEL - Additional Informat
PERSONNEL - Additional Information (Details) - employee | Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 |
Number and average number of employees [abstract] | |||
Number of employees | 489 | 395 | 229 |
EVENTS AFTER THE REPORTING PE_2
EVENTS AFTER THE REPORTING PERIOD (Details) $ in Thousands | Mar. 19, 2024 USD ($) | Mar. 31, 2024 USD ($) | Jan. 31, 2024 USD ($) | Dec. 31, 2023 USD ($) | Dec. 31, 2022 USD ($) | Jan. 01, 2022 USD ($) |
Entering into significant commitments or contingent liabilities | Wells Fargo Credit Agreement | ||||||
Disclosure Of Nonadjusting Events After Reporting Period [Line Items] | ||||||
Borrowings, term | 3 years | |||||
Borrowings, limit increase | $ 10,000 | |||||
Maximum leverage ratio | 3 | |||||
Entering into significant commitments or contingent liabilities | Wells Fargo Credit Agreement | Term Loan | ||||||
Disclosure Of Nonadjusting Events After Reporting Period [Line Items] | ||||||
Nominal amount | $ 25,000 | |||||
Entering into significant commitments or contingent liabilities | Wells Fargo Credit Agreement | Revolving Credit Facility | ||||||
Disclosure Of Nonadjusting Events After Reporting Period [Line Items] | ||||||
Nominal amount | $ 25,000 | |||||
Roto Sports, Inc. | ||||||
Disclosure Of Nonadjusting Events After Reporting Period [Line Items] | ||||||
Deferred consideration | $ 5,300 | $ 7,574 | ||||
Total acquisition consideration | $ 26,550 | |||||
Cash paid | $ 14,700 | |||||
Roto Sports, Inc. | Major business combination | ||||||
Disclosure Of Nonadjusting Events After Reporting Period [Line Items] | ||||||
Deferred consideration | $ 5,000 | |||||
Wells Fargo Credit Agreement | Entering into significant commitments or contingent liabilities | Federal Funds Rate | ||||||
Disclosure Of Nonadjusting Events After Reporting Period [Line Items] | ||||||
Interest rate | 0.50% | |||||
Wells Fargo Credit Agreement | Entering into significant commitments or contingent liabilities | Adjusted Term Secured Overnight Finance Rate ("SOFR") | ||||||
Disclosure Of Nonadjusting Events After Reporting Period [Line Items] | ||||||
Interest rate | 1% | |||||
Wells Fargo Credit Agreement | Entering into significant commitments or contingent liabilities | Applicable Margin | ||||||
Disclosure Of Nonadjusting Events After Reporting Period [Line Items] | ||||||
Interest rate | 2.50% | |||||
Wells Fargo Credit Agreement | Entering into significant commitments or contingent liabilities | Secured Overnight Financing Rate ("SOFR") | ||||||
Disclosure Of Nonadjusting Events After Reporting Period [Line Items] | ||||||
Interest rate | 0.10% | |||||
Freebets.com | Major business combination | Paid at closing | ||||||
Disclosure Of Nonadjusting Events After Reporting Period [Line Items] | ||||||
Cash paid | $ 20,000 | |||||
Freebets.com | Major business combination | Paid on six-month anniversary | ||||||
Disclosure Of Nonadjusting Events After Reporting Period [Line Items] | ||||||
Cash paid | 10,000 | |||||
Freebets.com | Major business combination | Minimum | ||||||
Disclosure Of Nonadjusting Events After Reporting Period [Line Items] | ||||||
Total acquisition consideration | $ 37,500 | |||||
Contingent consideration, revenue target, as a percent | 75% | |||||
Contingent consideration | $ 0 | |||||
Freebets.com | Major business combination | Minimum | Paid on one-year anniversary | ||||||
Disclosure Of Nonadjusting Events After Reporting Period [Line Items] | ||||||
Cash paid | 7,500 | |||||
Freebets.com | Major business combination | Maximum | ||||||
Disclosure Of Nonadjusting Events After Reporting Period [Line Items] | ||||||
Total acquisition consideration | $ 42,500 | |||||
Contingent consideration, revenue target, as a percent | 100% | |||||
Contingent consideration | $ 5,000 | |||||
Freebets.com | Major business combination | Maximum | Paid on one-year anniversary | ||||||
Disclosure Of Nonadjusting Events After Reporting Period [Line Items] | ||||||
Cash paid | $ 12,500 |