6-K
Gambling.com Group Ltd (GAMB)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 6-K
REPORT OF FOREIGN ISSUER
PURSUANT TO RULE 13a-16 OR 15d-16
OF THE SECURITIES EXCHANGE ACT OF 1934
For the month of November 2022
(Commission File No. 001-40634)
Gambling.com Group Limited
(Translation of registrant’s name into English)
22 Grenville Street St. Helier, Channel Island of Jersey JE4 8PX
(Address of registrant’s principal executive office)
Indicate by check mark whether the registrant files or will file annual reports under cover Form 20-F or Form 40-F.
| Form 20-F ☒ | Form 40-F ☐ |
|---|
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101 (b) (1):
| Yes ☐ | No ☒ |
|---|
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101 (b) (7):
| Yes ☐ | No ☒ |
|---|
EXPLANATORY NOTE
On November 17, 2022, Gambling.com Group Limited (NASDAQ: GAMB) (the “Company”) issued a press release announcing its financial results for the period ended September 30, 2022. A copy of the press release is furnished hereto as Exhibit 99.1 and is incorporated by reference herein.
In conjunction with the conference call being held on November 17, 2022 to discuss such financial results, the Company is furnishing a copy of the slide presentation that provides supplemental information regarding the Company’s business and its financial results, which will be referenced on such conference call. A copy of the presentation is furnished hereto as Exhibit 99.2 and is incorporated by reference herein.
The information in this Form 6-K (including in Exhibits 99.1 and 99.2) shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act.
.
EXHIBIT INDEX
| Exhibit | Description |
|---|---|
| 99.1 | Press Releasedated November 17, 2022 |
| 99.2 | Gambling.com Group Presentation dated November 17, 2022 |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereto duly authorized.
| Gambling.com Group Limited | |
|---|---|
| (Registrant) | |
| By: | /s/ Elias Mark |
| Name: | Elias Mark |
| Title: | Chief Financial Officer |
Date: November 17, 2022
3
Document
Exhibit 99.1
| PRESS RELEASE |
|---|
| November 17, 2022 at 4:05 pm ET |
Gambling.com Group Third Quarter Revenue Rises 94% to $19.6 Million
Efficient, High Margin Operating Model Drives Net Income of $2.3 Million and Adjusted EBITDA of $6.4 Million
Generates Cash Flow from Operations of $5.6 Million and Free Cash Flow of $4.9 Million
Board Authorizes Share Repurchase Program of up to $10.0 Million
Reiterates Full Year Outlook for Revenue of $71-76 Million and Adjusted EBITDA of $22-27 Million
Charlotte, NC. November 17, 2022 – Gambling.com Group Limited (Nasdaq: GAMB) (“Gambling.com Group” or the “Company”), a multi-award-winning performance marketing company and a leading provider of digital marketing services for the global online gambling industry, today announced financial results for the third quarter ended September 30, 2022.
Charles Gillespie, Chief Executive Officer and Co-founder of Gambling.com Group, commented, “Our quarterly results, including record revenue, reflect continued strength in established markets, our successful execution in the rapidly growing North American market and the benefits of our efficient operating model which drives attractive operating margins and consistent positive Adjusted EBITDA and Free Cash Flow. Third quarter 2022 revenue rose 94%, inclusive of currency headwinds, to $19.6 million; Adjusted EBITDA increased 32% to $6.4 million; and we generated Free Cash Flow of $4.9 million. In addition, new depositing customers rose 152% year-over-year in the third quarter and nearly 20% on a quarterly sequential basis.
“Our investments to expand the breadth and quality of our portfolio of performance marketing websites ahead of new North American market launches has positioned Gambling.com Group for strong performance from its first day of operations in each of these new markets. The efficacy of this strategy is evident in our strong third quarter revenue growth in North America, which increased nearly 300% year-over-year to $9.1 million. This growth reflects, in part, contributions from three new markets that have come online since Q3 2021, including a strong first month of operations in Kansas which opened on September 1. We believe our similar investments in premium domains to address markets that we expect to come online over the next several quarters, including Ohio, Maryland and Massachusetts, position the Company for similarly strong starts as these new markets formally launch. In addition to leveraging our extraordinary North American growth opportunity, we continue to grow in more established markets, as reflected by our all-time record quarterly revenue in the U.K. and Ireland. Gambling.com Group’s strong performance in both new and mature markets provides clear evidence that our performance marketing platform helps online gambling operators address their critically important goal of investing in efficient and profitable customer acquisition that delivers easily attributable and quantifiable returns.
“Our consistently strong Adjusted EBITDA and Free Cash Flow, even as we continue to invest to drive further growth, is a key differentiator for Gambling.com Group. We will continue to benefit from our proprietary technology, which offers us competitive advantages, a significant pathway for near and long-term growth in North America, a track record of delivering consistent growth in our established markets and an operating model that drives profitability. As such, we are confident in our ability to grow over the balance of this year and extend our successes in 2023 and beyond.”
Third Quarter 2022 vs. Third Quarter 2021 Financial Highlights
(in thousands, USD, except per share data, unaudited)
| Three Months Ended September 30, | CHANGE | ||||||
|---|---|---|---|---|---|---|---|
| 2022 | 2021 | $ | % | ||||
| Revenue | 19,649 | 10,123 | 9,526 | 94 | % | ||
| Net income for the period attributable to the shareholders | 2,261 | 4,675 | (2,414) | (52) | % | ||
| Net income per share attributable to shareholders, diluted | 0.06 | 0.13 | (0.07) | (52) | % | ||
| Adjusted net income for the period attributable to shareholders | 6,035 | 4,675 | 1,360 | 29 | % | ||
| Adjusted net income per share attributable to shareholders, diluted | 0.16 | 0.13 | 0.03 | 27 | % | ||
| Adjusted EBITDA | 6,413 | 4,870 | 1,543 | 32 | % | ||
| Adjusted EBITDA Margin | 33 | % | 48 | % | (15) | % | |
| Cash flows generated by operating activities | 5,622 | 1,381 | 4,241 | 307 | % | ||
| Free Cash Flow | 4,896 | 754 | 4,142 | 549 | % |
Share Repurchase Program
The Company’s Board of Directors approved a share repurchase program pursuant to which Gambling.com Group may purchase up to $10.0 million of its ordinary shares in open market transactions, including under plans complying with Rule 10b5-1 under the Securities Exchange Act of 1934, as amended. The actual number of shares to be purchased will depend upon market conditions and is subject to available liquidity, economic conditions, alternative uses for the capital and other factors. All shares purchased will be held in the Company’s treasury for possible future use. As of September 30, 2022, Gambling.com Group had approximately 36.5 million shares issued and outstanding. There is no minimum number of shares that the Company is required to repurchase, and the repurchase program may be suspended or discontinued at any time without prior notice.
Third Quarter 2022 and Recent Business Highlights
•North American revenue grew 299% to $9.1 million
•Delivered more than 68,000 new depositing customers
•Successfully launched operations in Kansas
•BonusFinder.com performed ahead of plan and RotoWire.com's performance marketing revenues accelerated
•Won the SBC North America Sports Affiliate of the Year Award
•Subsequent to quarter end, acquired ultra-premium domain name Casinos.com
Elias Mark, Chief Financial Officer of Gambling.com Group, added, “Our third quarter revenue and Adjusted EBITDA were ahead of analyst consensus estimates. We remain focused on investing in the business in a disciplined manner as we prioritize growth that delivers positive Free Cash Flow. The Company remains well capitalized and in a strong position to meet our 2022 full year outlook and to generate continued growth in 2023 and beyond."
2022 Outlook
For fiscal year 2022, based on currently available information, the Company reiterates its fiscal 2022 guidance and estimates:
•Total revenue will be in the range of $71 million to $76 million
◦The mid-point of this range represents year-over-year growth of 74%
•Adjusted EBITDA will be in the range of $22 million to $27 million
◦The mid-point of this range represents year-over-year growth of 33%
Conference Call Details
| Date/Time: | Thursday, November 17, 2022, at 4:30 pm ET |
|---|---|
| Webcast: | https://www.webcast-eqs.com/gamb20221117/en |
| U.S. Toll-Free Dial In: | 877-407-0890 |
| International Dial In: | +1-201-389-0918 |
To access, please dial in approximately 10 minutes before the start of the call. An accompanying slide presentation will be available in PDF format in the News & Events section of the Company’s website at gambling.com/corporate/investors/news-events.
An archived webcast of the conference call will also be available in the News & Events section of the Company’s website at gambling.com/corporate/investors/news-events.
For further information, please contact:
Media: Jennifer Arapoff, Gambling.com Group, media@gdcgroup.com
Investors: Peter McGough, Gambling.com Group, investors@gdcgroup.com
Richard Land, Norberto Aja, JCIR, GAMB@jcir.com
About Gambling.com Group Limited
Gambling.com Group Limited (Nasdaq: GAMB) is a multi-award-winning performance marketing company and a leading provider of digital marketing services active in the online gambling industry. Founded in 2006, Gambling.com Group operates from offices in the United States, Ireland and Malta. Through its proprietary technology platform, Gambling.com Group publishes a portfolio of premier branded websites including Gambling.com, Bookies.com and RotoWire.com. As of October 31, 2022, Gambling.com Group owns and operates more than 50 websites in seven languages across 15 national markets covering all aspects of the online gambling industry, including iGaming and sports betting, and the fantasy sports industry.
Use of Non-IFRS Measures
This release contains certain non-IFRS financial measures, such as Adjusted Net Income, EBITDA, Adjusted EBITDA, Adjusted EBITDA Margin, Free Cash Flow, and related ratios. See “Supplemental Information - Non-IFRS Financial Measures” and the tables at the end of this release for an explanation of the adjustments and reconciliations to the comparable IFRS numbers.
Cautionary Note Concerning Forward-Looking Statements
This press release contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, Section 21E of the Securities Exchange Act of 1934, as amended, and the safe harbor provisions of the U.S. Private Securities Litigation Reform Act of 1995, that relate to our current expectations and views of future events. All statements other than statements of historical facts contained in this press release, including statements relating to our belief of our ability to perform at the start of new U.S. state
launches, the success of our new domains, repurchase of ordinary shares, and our 2022 outlook, are all forward-looking statements. These statements represent our opinions, expectations, beliefs, intentions, estimates or strategies regarding the future, which may not be realized. In some cases, you can identify forward-looking statements by terms such as “believe,” “may,” “estimate,” “continue,” “anticipate,” “intend,” “should,” “plan,” “expect,” “predict,” “potential,” “could,” “will,” “would,” “ongoing,” “future” or the negative of these terms or other similar expressions that are intended to identify forward-looking statements, although not all forward-looking statements contain these identifying words. Forward-looking statements are based largely on our current expectations and projections about future events and financial trends that we believe may affect our financial condition, results of operations, business strategy, short-term and long-term business operations and objectives and financial needs. These forward-looking statements involve known and unknown risks, uncertainties, contingencies, changes in circumstances that are difficult to predict and other important factors that may cause our actual results, performance or achievements to be materially and/or significantly different from any future results, performance or achievements expressed or implied by the forward-looking statement. Important factors that could cause actual results to differ materially from our expectations are discussed under “Item 3. Key Information - Risk Factors” in Gambling.com Group’s annual report filed on Form 20-F for the year ended December 31, 2021 with the U.S. Securities and Exchange Commission (the “SEC”) on March 25, 2022, and Gambling.com Group’s other filings with the SEC as such factors may be updated from time to time. Any forward-looking statements contained in this press release speak only as of the date hereof and accordingly undue reliance should not be placed on such statements. Gambling.com Group disclaims any obligation or undertaking to update or revise any forward-looking statements contained in this press release, whether as a result of new information, future events or otherwise, other than to the extent required by applicable law.
Condensed Consolidated Statements of Comprehensive Income (Unaudited)
(USD in thousands, except per share amounts)
| Three Months Ended September 30, | Nine Months Ended September 30, | |||
|---|---|---|---|---|
| 2022 | 2021 | 2022 | 2021 | |
| Revenue | 19,649 | 10,123 | 55,158 | 32,032 |
| Cost of sales | (605) | — | (2,330) | — |
| Gross profit | 19,044 | 10,123 | 52,828 | 32,032 |
| Sales and marketing expenses | (8,523) | (3,587) | (24,339) | (9,435) |
| Technology expenses | (1,694) | (1,123) | (4,556) | (2,757) |
| General and administrative expenses | (4,686) | (2,978) | (14,318) | (9,137) |
| Movements in credit losses allowance and write-offs | (299) | (34) | (898) | 66 |
| Fair value movement on contingent consideration | (3,686) | — | (6,535) | — |
| Operating profit | 156 | 2,401 | 2,182 | 10,769 |
| Finance income | 3,093 | 884 | 7,412 | 1,436 |
| Finance expense | (648) | (591) | (1,955) | (1,352) |
| Income before tax | 2,601 | 2,694 | 7,639 | 10,853 |
| Income tax (charge) credit | (340) | 1,981 | (840) | 733 |
| Net income for the period attributable to the shareholders | 2,261 | 4,675 | 6,799 | 11,586 |
| Other comprehensive (loss) income | ||||
| Exchange differences on translating foreign currencies | (5,961) | (1,785) | (13,888) | (2,987) |
| Total comprehensive (loss) income for the period attributable to the shareholders | (3,700) | 2,890 | (7,089) | 8,599 |
| Net income per share attributable to shareholders, basic | 0.06 | 0.14 | 0.19 | 0.39 |
| Net income per share attributable to shareholders, diluted | 0.06 | 0.13 | 0.18 | 0.34 |
Condensed Consolidated Statements of Financial Position (Unaudited)
(USD in thousands)
| SEPTEMBER 30, 2022<br>(unaudited) | DECEMBER 31,<br>2021 | |
|---|---|---|
| ASSETS | ||
| Non-current assets | ||
| Property and equipment | 647 | 569 |
| Right-of-use assets | 1,725 | 1,465 |
| Intangible assets | 78,595 | 25,419 |
| Deferred compensation cost | 38 | — |
| Deferred tax asset | 5,562 | 7,028 |
| Total non-current assets | 86,567 | 34,481 |
| Current assets | ||
| Trade and other receivables | 11,296 | 5,497 |
| Cash and cash equivalents | 35,092 | 51,047 |
| Total current assets | 46,388 | 56,544 |
| Total assets | 132,955 | 91,025 |
| EQUITY AND LIABILITIES | ||
| Equity | ||
| Share capital | — | — |
| Capital reserve | 63,711 | 55,953 |
| Share options and warrants reserve | 3,691 | 2,442 |
| Foreign exchange translation reserve | (16,170) | (2,282) |
| Retained earnings | 30,807 | 23,796 |
| Total equity | 82,040 | 79,909 |
| Non-current liabilities | ||
| Deferred consideration | 4,719 | — |
| Contingent consideration | 6,662 | — |
| Lease liability | 1,394 | 1,286 |
| Deferred tax liability | 3,367 | — |
| Total non-current liabilities | 16,142 | 1,286 |
| Current liabilities | ||
| Trade and other payables | 7,337 | 3,291 |
| Deferred consideration | 2,779 | — |
| Contingent consideration | 17,312 | — |
| Other liability | 145 | — |
| Borrowings and accrued interest | 5,993 | 5,944 |
| Lease liability | 555 | 393 |
| Income tax payable | 653 | 202 |
| Total current liabilities | 34,774 | 9,830 |
| Total liabilities | 50,916 | 11,116 |
| Total equity and liabilities | 132,956 | 91,025 |
Condensed Consolidated Statements of Cash Flows (Unaudited)
(USD in thousands)
| Three Months Ended September 30, | Nine Months Ended September 30, | |||
|---|---|---|---|---|
| 2022 | 2021 | 2022 | 2021 | |
| Cash flow from operating activities | ||||
| Income before tax | 2,601 | 2,694 | 7,639 | 10,853 |
| Finance income, net | (2,445) | (293) | (5,457) | (84) |
| Adjustments for non-cash items: | ||||
| Depreciation and amortization | 1,780 | 585 | 5,558 | 1,801 |
| Movements in credit loss allowance and write-offs | 299 | 121 | 898 | 21 |
| Fair value movement on contingent consideration | 3,686 | — | 6,535 | — |
| Share option charge | 791 | 402 | 2,400 | 1,466 |
| Cash flows from operating activities before changes in working capital | 6,712 | 3,509 | 17,573 | 14,057 |
| Changes in working capital | ||||
| Trade and other receivables | (2,292) | 503 | (4,931) | (741) |
| Trade and other payables | 1,235 | (1,903) | 1,541 | 807 |
| Warrants repurchased | — | — | (800) | — |
| Income tax paid | (33) | (728) | (816) | (1,264) |
| Cash flows generated by operating activities | 5,622 | 1,381 | 12,567 | 12,859 |
| Cash flows from investing activities | ||||
| Acquisition of property and equipment | (108) | (62) | (350) | (227) |
| Acquisition of intangible assets | (618) | (565) | (3,134) | (2,359) |
| Acquisition of subsidiaries, net of cash acquired | — | — | (23,411) | — |
| Cash flows used in investing activities | (726) | (627) | (26,895) | (2,586) |
| Cash flows from financing activities | ||||
| Issue of ordinary shares | — | 41,922 | — | 41,922 |
| Equity issue costs | — | (6,070) | — | (6,070) |
| Interest paid | (239) | (243) | (359) | (364) |
| Principal paid on lease liability | (75) | (64) | (240) | (159) |
| Interest paid on lease liability | (47) | (47) | (142) | (143) |
| Cash flows (used in) generated by financing activities | (361) | 35,498 | (741) | 35,186 |
| Net movement in cash and cash equivalents | 4,535 | 36,252 | (15,069) | 45,459 |
| Cash and cash equivalents at the beginning of the period | 31,102 | 17,168 | 51,047 | 8,225 |
| Net foreign exchange differences on cash and cash equivalents | (545) | (260) | (886) | (524) |
| Cash and cash equivalents at the end of the period | 35,092 | 53,160 | 35,092 | 53,160 |
Earnings Per Share
Below is a reconciliation of basic and diluted earnings per share as presented in the Unaudited Interim Condensed Consolidated Statement of Income for the period specified (USD in thousands, except share amounts, unaudited):
| Three Months Ended September 30, | Nine Months Ended September 30, | |||
|---|---|---|---|---|
| 2022 | 2021 | 2022 | 2021 | |
| Net income for the period attributable to the shareholders | 2,261 | 4,675 | 6,799 | 11,586 |
| Weighted-average number of ordinary shares, basic | 36,467,299 | 32,364,114 | 35,613,073 | 29,830,319 |
| Net income per share attributable to shareholders, basic | 0.06 | 0.14 | 0.19 | 0.39 |
| Net income for the period attributable to the shareholders | 2,261 | 4,675 | 6,799 | 11,586 |
| Weighted-average number of ordinary shares, diluted | 36,795,589 | 36,184,575 | 36,830,801 | 33,640,305 |
| Net income per share attributable to shareholders, diluted | 0.06 | 0.13 | 0.18 | 0.34 |
Supplemental Information
Rounding
We have made rounding adjustments to some of the figures included in the discussion and analysis of our financial condition and results of operations together with our condensed consolidated financial statements and the related notes thereto. Accordingly, numerical figures shown as totals in some tables may not be an arithmetic aggregation of the figures that preceded them.
Non-IFRS Financial Measures
Management uses several financial measures, both IFRS and non-IFRS financial measures in analyzing and assessing the overall performance of the business and for making operational decisions.
Adjusted Net Income and Adjusted Net Income Per Share
Adjusted net income is a non-IFRS financial measure defined as net income attributable to equity holders excluding the fair value gain or loss related to contingent consideration. Adjusted net income per diluted share is a non-IFRS financial measure defined as Adjusted net income attributable to equity holders divided by the diluted weighted average number of common shares outstanding.
We believe Adjusted net income and Adjusted net income per diluted share are useful to our management as a measure of comparative operating performance from period to period as they remove the effect of the fair value gain or loss related to the contingent consideration which is not directly associated with our core operations. We expect to incur gains or losses related to the contingent consideration until December 2023. See Note 4 of the
Unaudited Interim Condensed Consolidated Financial Statements for the period ended September 30, 2022, as filed on Form 6-K on November 17, 2022, for a complete discussion of the contingent consideration.
Below is a reconciliation to Adjusted net income attributable to equity holders and Adjusted net income per share, diluted from net income for the period attributable to the equity holders and net income per share attributed to ordinary shareholders, diluted as presented in the Condensed Consolidated Statements of Comprehensive Income and for the period specified:
| Three Months Ended September 30, | Nine Months Ended September 30, | |
|---|---|---|
| 2022 | 2022 | |
| (in thousands , except for share and per share data, unaudited) | (in thousands , except for share and per share data, unaudited) | |
| Net income for the period attributable to the shareholders | 2,261 | 6,799 |
| Fair value movement on contingent consideration | 3,686 | 6,535 |
| Unwinding of deferred consideration (1) | 88 | 248 |
| Adjusted net income for the period attributable to shareholders | 6,035 | 13,582 |
| Weighted-average number of ordinary shares, basic | 36,467,299 | 35,613,073 |
| Net income per share attributable to shareholders, basic | 0.06 | 0.19 |
| Effect of adjustments for fair value movements on contingent consideration, basic | 0.10 | 0.18 |
| Effect of adjustments for unwinding on deferred consideration, basic | 0.01 | 0.01 |
| Adjusted net income per share attributable to shareholders, basic | 0.17 | 0.38 |
| Weighted-average number of ordinary shares, diluted | 36,795,589 | 36,830,801 |
| Net income per share attributable to ordinary shareholders, diluted | 0.06 | 0.18 |
| Adjusted net income per share attributable to shareholders, diluted | 0.16 | 0.37 |
All values are in US Dollars.
_________
1.There is no tax impact from fair value movement on contingent consideration and unwinding of deferred consideration.
EBITDA, Adjusted EBITDA and Adjusted EBITDA Margin
EBITDA is a non-IFRS financial measure defined as earnings excluding interest, income tax charge, depreciation, and amortization. Adjusted EBITDA is a non-IFRS financial measure defined as EBITDA adjusted to exclude the effect of non-recurring items, significant non-cash items, share-based payment expense and other items that our board of directors believes do not reflect the underlying performance of the business. Adjusted EBITDA Margin is a non-IFRS measure defined as Adjusted EBITDA as a percentage of revenue.
We believe EBITDA, Adjusted EBITDA and Adjusted EBITDA Margin are useful to our management team as a measure of comparative operating performance from period to period as those measures remove the effect of items not directly resulting from our core operations including effects that are generated by differences in capital structure, depreciation, tax effects and non-recurring events.
While we use EBITDA, Adjusted EBITDA and Adjusted EBITDA Margin as tools to enhance our understanding of certain aspects of our financial performance, we do not believe that EBITDA, Adjusted EBITDA and Adjusted EBITDA Margin are substitutes for, or superior to, the information provided by IFRS results. As such, the presentation of EBITDA, Adjusted EBITDA and Adjusted EBITDA Margin is not intended to be considered in
isolation or as a substitute for any measure prepared in accordance with IFRS. The primary limitations associated with the use of EBITDA, Adjusted EBITDA and Adjusted EBITDA Margin as compared to IFRS results are that EBITDA, Adjusted EBITDA and Adjusted EBITDA Margin as we define them may not be comparable to similarly titled measures used by other companies in our industry and that EBITDA, Adjusted EBITDA and Adjusted EBITDA Margin may exclude financial information that some investors may consider important in evaluating our performance.
Below is a reconciliation to EBITDA, Adjusted EBITDA from net income for the period attributable to the equity holders as presented in the Condensed Consolidated Statements of Comprehensive Income and for the period specified:
| Three Months Ended September 30, | CHANGE | Nine Months Ended September 30, | CHANGE | |||||
|---|---|---|---|---|---|---|---|---|
| 2022 | $ | % | 2022 | $ | % | |||
| (in thousands , unaudited) | (in thousands , unaudited) | |||||||
| Net income for the period attributable to the shareholders | 2,261 | (2,414) | (52) | % | 6,799 | (4,787) | (41) | % |
| Add Back: | ||||||||
| Interest expenses on borrowings and lease liability | 131 | (34) | (21) | % | 496 | (8) | (2) | % |
| Income tax charge (credit) | 340 | 2,321 | (117) | % | 840 | 1,573 | (215) | % |
| Depreciation expense | 60 | 18 | 43 | % | 147 | 23 | 19 | % |
| Amortization expense | 1,720 | 1,177 | 217 | % | 5,411 | 3,734 | 223 | % |
| EBITDA | 4,512 | 1,068 | 31 | % | 13,693 | 535 | 4 | % |
| Share-based payments | 791 | 389 | 97 | % | 2,400 | 934 | 64 | % |
| Fair value movement on contingent consideration | 3,686 | 3,686 | n/m | 6,535 | 6,535 | n/m | ||
| Unwinding of deferred consideration | 88 | 88 | n/m | 248 | 248 | n/m | ||
| Foreign currency translation (gains) losses | (2,784) | (2,300) | 475 | % | (6,390) | (5,724) | n/m | |
| Other finance costs | 120 | 94 | 362 | % | 189 | 111 | 143 | % |
| Accounting and legal fees related to offering | — | (392) | n/m | — | (898) | n/m | ||
| Bonuses related to the offering | — | (1,090) | n/m | — | (1,090) | n/m | ||
| Acquisition related costs (1) | — | — | n/m | 539 | 539 | n/m | ||
| Adjusted EBITDA | 6,413 | 1,543 | 32 | % | 17,214 | 1,190 | 7 | % |
All values are in US Dollars.
________________
(1)The acquisition costs are related to the business combinations of the Group.
n/m = not meaningful
Below is the Adjusted EBITDA Margin calculation for the period specified:
| Three Months Ended September 30, | CHANGE | Nine Months Ended September 30, | CHANGE | |||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| 2022 | 2021 | $ | % | 2022 | 2021 | $ | % | |||||
| (in thousands, , unaudited) | (in thousands, , unaudited) | |||||||||||
| Revenue | 19,649 | 10,123 | 9,526 | 94 | % | 55,158 | 32,032 | 23,126 | 72 | % | ||
| Adjusted EBITDA | 6,413 | 4,870 | 1,543 | 32 | % | 17,214 | 16,024 | 1,190 | 7 | % | ||
| Adjusted EBITDA Margin | 33 | 48 | % | (15) | % | 31 | 50 | % | (19) | % |
All values are in US Dollars.
In regard to forward looking non-IFRS guidance, we are not able to reconcile the forward-looking non-IFRS Adjusted EBITDA measure to the closest corresponding IFRS measure without unreasonable efforts because we are unable to predict the ultimate outcome of certain significant items including, but not limited to, fair value movements, share-based payments for future awards, acquisition-related expenses and certain financing and tax items.
Free Cash Flow
Free Cash Flow is a non-IFRS financial measure defined as cash flow from operating activities less capital expenditures, or CAPEX.
We believe Free Cash Flow is useful to our management as a measure of financial performance as it measures our ability to generate additional cash from our operations. While we use Free Cash Flow as a tool to enhance our understanding of certain aspects of our financial performance, we do not believe that Free Cash Flow is a substitute for, or superior to, the information provided by IFRS metrics. As such, the presentation of Free Cash Flow is not intended to be considered in isolation or as a substitute for any measure prepared in accordance with IFRS.
The primary limitation associated with the use of Free Cash Flow as compared to IFRS metrics is that Free Cash Flow does not represent residual cash flows available for discretionary expenditures due to the fact that the measure does not deduct the payments required for debt service and other obligations or payments made for business acquisitions. Free Cash Flow as we define it also may not be comparable to similarly titled measures used by other companies in the online gambling affiliate industry.
Below is a reconciliation to Free Cash Flow from cash flows generated by operating activities as presented in the Unaudited Interim Condensed Consolidated Statement of Cash Flows for the period specified:
| Three Months Ended September 30, | CHANGE | Nine Months Ended September 30, | CHANGE | |||||
|---|---|---|---|---|---|---|---|---|
| 2022 | $ | % | 2022 | $ | % | |||
| (in thousands , unaudited) | (in thousands , unaudited) | |||||||
| Cash flows generated by operating activities | 5,622 | 4,241 | 307 | % | 12,567 | (292) | (2) | % |
| Capital Expenditures (1) | (726) | (99) | (16) | % | (3,484) | (898) | (35) | % |
| Free Cash Flow | 4,896 | 4,142 | 549 | % | 9,084 | (1,189) | (12) | % |
All values are in US Dollars.
(1) Capital Expenditures are defined as the acquisition of property and equipment and the acquisition of intangible assets.
11
gamb20220630ex992
Third Quarter 2022 Financial Results Call November 17, 2022 CONFIDENTIAL & PRIVATE
2 Safe Harbor Statement This presentation and the accompanying oral presentation includes forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, Section 21E of the Securities Exchange Act of 1934, as amended, and the safe harbor provisions of the U.S. Private Securities Litigation Reform Act of 1995, that relate to our current expectations and views of future events. All statements other than statements of historical facts contained in this presentation, including statements regarding when jurisdictions in North America or elsewhere may launch online iGaming or sports betting and/or when affiliate marketing will be permitted in those states, how many M&A transactions we can execute in any given year, if any, the success of our new domains, repurchase of ordinary shares, our 2022 outlook, and future results of operations and financial position, whether we can sustain our organic growth and make accretive acquisitions, industry dynamics, business strategy and plans and our objectives for future operations, are forward-looking statements. These statements represent our opinions, expectations, beliefs, intentions, estimates or strategies regarding the future, which may not be realized. In some cases, you can identify forward-looking statements by terms such as “believe,” “may,” “estimate,” “continue,” “anticipate,” “intend,” “should,” “plan,” “expect,” “predict,” “potential,” “could,” “will,” “would,” “ongoing,” “future” or the negative of these terms or other similar expressions that are intended to identify forward-looking statements, although not all forward-looking statements contain these identifying words. Forward- looking statements are based largely on our current expectations and projections about future events and financial trends that we believe may affect our financial condition, results of operations, business strategy, short-term and long-term business operations and objectives and financial needs. These forward-looking statements involve known and unknown risks, uncertainties, contingencies, changes in circumstances that are difficult to predict and other important factors that may cause our actual results, performance or achievements to be materially and/or significantly different from any future results, performance or achievements expressed or implied by the forward-looking statement. Such risks uncertainties, contingencies, and changes in circumstances are discussed under “Item 3. Key Information - Risk Factors” in our annual report filed on Form 20-F for the year ended December 31, 2021 with the US Securities and Exchange Commission (the “SEC”) on March 25, 2022, and our other filings with the SEC as such factors may be updated from time to time. Moreover, we operate in a very competitive and rapidly changing environment. New risks emerge from time to time. It is not possible for our management to predict all risks, nor can we assess the impact of all factors on our business or the extent to which any factor, or combination of factors, may cause actual results to differ materially from those contained in any forward-looking statements we may make. In light of these risks, uncertainties and assumptions, the forward-looking events and circumstances discussed in this presentation may not occur and actual results could differ materially and adversely from those anticipated or implied in the forward-looking statements. We caution you therefore against relying on these forward-looking statements, and we qualify all of our forward-looking statements by these cautionary statements. The forward-looking statements included in this presentation are made only as of the date hereof. Although we believe that the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee that the future results, levels of activity, performance or events and circumstances reflected in the forward-looking statements will be achieved or occur. Moreover, neither we nor our advisors nor any other person assumes responsibility for the accuracy and completeness of the forward-looking statements. Neither we nor our advisors undertake any obligation to revise, supplement or update any forward-looking statements for any reason after the date of this presentation to conform these statements to actual results or to changes in our expectations, even if new information becomes available in the future, except as may be required by law. You should read this presentation with the understanding that our actual future results, levels of activity, performance and events and circumstances may be materially different from what we expect. Unless otherwise indicated, information contained in this presentation concerning our industry, competitive position and the markets in which we operate is based on information from independent industry and research organizations, other third-party sources and management estimates. Management estimates are derived from publicly available information released by independent industry analysts and other third-party sources, as well as data from our internal research, and are based on assumptions made by us upon reviewing such data, and our experience in, and knowledge of, such industry and markets, which we believe to be reasonable. In addition, projections, assumptions and estimates of the future performance of the industry in which we operate and our future performance are necessarily subject to uncertainty and risk due to a variety of factors, including those described above. These and other factors could cause results to differ materially from those expressed in the estimates made by independent parties and by us. Industry publications, research, surveys and studies generally state that the information they contain has been obtained from sources believed to be reliable, but that the accuracy and completeness of such information is not guaranteed. Forecasts and other forward-looking information obtained from these sources are subject to the same qualifications and uncertainties as the other forward-looking statements in this presentation. The trademarks included herein are the property of the owners thereof and are used for reference purposes only. Non-IFRS Financial Measures - Management uses several financial measures, both IFRS and non-IFRS financial measures, in analyzing and assessing the overall performance of the business and for making operational decisions. Adjusted Operating Expense is a non-IFRS measure defined as operating expense excluding the fair value gain or loss related to contingent consideration. Adjusted Operating Profit is a non-IFRS financial measure defined as operating profit excluding the fair value gain or loss related to the contingent consideration. Adjusted Net Income is a non-IFRS financial measure defined as net income attributable to equity holders excluding the fair value gain or loss related to contingent consideration and unwinding of deferred consideration. Adjusted net income per diluted share is a non-IFRS financial measure defined as adjusted net income attributable to equity holders divided by the diluted weighted average number of common shares outstanding. EBITDA is a non-IFRS financial measure defined as earnings excluding interest, income tax charge, depreciation, and amortization. Adjusted EBITDA is a non-IFRS financial measure defined as EBITDA adjusted to exclude the effect of non-recurring items, significant non-cash items, share-based payment expense and other items that our board of directors believes do not reflect the underlying performance of the business. Adjusted EBITDA Margin is a non-IFRS measure defined as Adjusted EBITDA as a percentage of revenue. We believe EBITDA, Adjusted EBITDA and Adjusted EBITDA Margin are useful to our management team as a measure of comparative operating performance from period to period as those measures remove the effect of items not directly resulting from our core operations including effects that are generated by differences in capital structure, depreciation, tax effects and non-recurring events. While we use EBITDA, Adjusted EBITDA and Adjusted EBITDA Margin as tools to enhance our understanding of certain aspects of our financial performance, we do not believe that EBITDA, Adjusted EBITDA and Adjusted EBITDA Margin are substitutes for, or superior to, the information provided by IFRS results. As such, the presentation of EBITDA, Adjusted EBITDA and Adjusted EBITDA Margin is not intended to be considered in isolation or as a substitute for any measure prepared in accordance with IFRS. The primary limitations associated with the use of EBITDA, Adjusted EBITDA and Adjusted EBITDA Margin as compared to IFRS results are that EBITDA, Adjusted EBITDA and Adjusted EBITDA Margin as we define them may not be comparable to similarly titled measures used by other companies in our industry and that EBITDA, Adjusted EBITDA and Adjusted EBITDA Margin may exclude financial information that some investors may consider important in evaluating our performance. In regard to forward looking non-IFRS guidance, we are not able to reconcile the forward looking non-IFRS Adjusted EBITDA measure to the closest corresponding IFRS measure without unreasonable efforts because we are unable to predict the ultimate outcome of certain significant items including, but not limited to, fair value movements, share-based payments for future awards, acquisition-related expenses and certain financing and tax items. Free Cash Flow is a non-IFRS financial measure defined as cash flow from operating activities less capital expenditures, or CAPEX. We believe Free Cash Flow is useful to our management as a measure of financial performance as it measures our ability to generate additional cash from our operations. While we use Free Cash Flow as a tool to enhance our understanding of certain aspects of our financial performance, we do not believe that Free Cash Flow is a substitute for, or superior to, the information provided by IFRS metrics. As such, the presentation of Free Cash Flow is not intended to be considered in isolation or as a substitute for any measure prepared in accordance with IFRS. The primary limitation associated with the use of Free Cash Flow as compared to IFRS metrics is that Free Cash Flow does not represent residual cash flows available for discretionary expenditures due to the fact that the measure does not deduct the payments required for debt service and other obligations or payments made for business acquisitions. Free Cash Flow as we define it also may not be comparable to similarly titled measures used by other companies in the online gambling affiliate industry. For such non-IFRS information in this presentation, see the tables at the end of this presentation under “Appendix: Financial Tables” for reconciliations to the comparable IFRS numbers.
Q3 Quarter Highlights Q3 Financial Results YTD Financial Results 2022 Outlook Appendix AGENDA 3CONFIDENTIAL & PRIVATE 4 - 7 8 9 10 11 - 19
Third Quarter Highlights 4 • Total revenue grew 94% to $19.6 million • Adjusted EBITDA(1) of $6.4 million • Adjusted EBITDA Margin(1) of 33% • Free Cash Flow (1) of $4.9 million • New Depositing Customers increased 152% to more than 68,000 compared to 27,000 in Q3 2021 (1) Represents a non-IFRS financial measure. See ”Safe Harbor Statement - Non-IFRS Financial Measures” and the tables at the end of this presentation under “Appendix: Financial Tables” for reconciliations to the comparable IFRS numbers.
5 Drivers of Strong Third Quarter Results • North American revenue grew 299% to $9.1 million • Successful new market launch in Kansas on September 1st • UK and Ireland revenue increased 58% year over year to an all-time quarterly record despite currency headwinds • Contribution from the acquisitions of BonusFinder.com ahead of plan and acceleration of performance marketing revenues from RotoWire.com • SBC Europe Awards – Sports Affiliate of the Year
6 O T S U.S. State Specific International Brands Strategic U.S. Media Assets and Partnerships National U.S. Sites Diversified Portfolio of Premium Digital Media Assets
7 Expected 2023: U.S Market Update and Outlook OH OSB market will launch on January 1st, 2023 MD OSB market launch date: Q4/2022 KS OSB market launched on September 1st Launched: MA OSB market launch date TBD Imminent:
8 Q3 2022 Financial Results(1) (1) This table contains non-IFRS financial measures. See ”Safe Harbor Statement - Non-IFRS Financial Measures” and the tables at the end of this presentation under “Appendix: Financial Tables” for reconciliations to the comparable IFRS numbers. NM = not meaningful Q3 2022 Q3 2021 Change Revenue (millions) $19.6 $10.1 94% Cost of Sales $0.6 $— n/m Operating Expense (millions) $18.9 $7.7 145% Operating Profit (Loss) (millions) $0.16 $2.4 (94)% Net Income (millions) $2.3 $4.7 -52% Net Income per Diluted Share $0.06 $0.13 -52% Adjusted Operating Expense (millions) $15.2 $7.7 97% Adjusted Operating Profit $3.8 $2.4 60% Adjusted Net Income (millions) $6.0 $4.7 29% Adjusted Net Income per Diluted Share $0.16 $0.13 27% Adjusted EBITDA (millions) $6.4 $4.9 32% Adjusted EBITDA Margin (% of Revenue) 33% 48% (15)% Cash from Operations (millions) $5.6 $1.4 307% Capital Expenditures (millions) $0.7 $0.6 -16% Free Cash Flow (millions) $4.9 $0.8 549% New Depositing Customers (thousands) 68 27 152%
9 First Nine Months 2022 Financial Results(1) (1) This table contains non-IFRS financial measures. See ”Safe Harbor Statement - Non-IFRS Financial Measures” and the tables at the end of this presentation under “Appendix: Financial Tables” for reconciliations to the comparable IFRS numbers. (NM = not meaningful 9M 2022 9M 2021 Change Revenue (millions) $55.2 $32.0 72% Cost of Sales $2.3 $— n/m Operating Expense (millions) $50.6 $21.3 138% Operating Profit (millions) $2.2 $10.8 (80)% Net Income (millions) $6.8 $11.6 (41)% Net Income per Diluted Share $0.18 $0.34 (46)% Adjusted Operating Expense (millions) $44.1 $21.3 107% Adjusted Operating Profit $8.7 $10.8 (19)% Adjusted Net Income (millions) $13.6 $11.6 17% Adjusted Net Income per Diluted Share $0.37 $0.34 7% Adjusted EBITDA (millions) $17.2 $16.0 7% Adjusted EBITDA Margin (% of Revenue) 31% 50% (19)% Cash from Operations (millions) $12.6 $12.9 (2)% Capital Expenditures (millions) $3.5 $2.6 (35)% Free Cash Flow (millions) $9.1 $10.3 (12)% New Depositing Customers (thousands) 191 89 115%
10 FY 2022 Outlook (1) • For 2022, revenue is expected to be in the range of $71 - $76 million, which implies growth of 68-80%. • For 2022, Adjusted EBITDA is expected to be in the range of $22 - $27 million, which implies growth of 20-47%. Low Midpoint High FY 2021 Revenue (millions) $71.0 $73.5 $76.0 $42.3 Adjusted EBITDA (millions) $22.0 $24.5 $27.0 $18.4 Adjusted EBITDA Margin 31.0% 33.3% 35.5% 43.4% (1) This table contains non-IFRS financial measures. See ”Safe Harbor Statement - Non-IFRS Financial Measures” and the tables at the end of this presentation under “Appendix: Financial Tables” for reconciliations to the comparable IFRS numbers.
11CONFIDENTIAL & PRIVATE Appendix: Financial Tables
12 Condensed Consolidated Statements of Comprehensive Income (Loss) (Unaudited) (USD in thousands, except per share amounts) Three Months Ended September 30, Nine Months Ended September 30, 2022 2021 2022 2021 Revenue 19,649 10,123 55,158 32,032 Cost of sales (605) — (2,330) — Gross profit 19,044 10,123 52,828 32,032 Sales and marketing expenses (8,523) (3,587) (24,339) (9,435) Technology expenses (1,694) (1,123) (4,556) (2,757) General and administrative expenses (4,686) (2,978) (14,318) (9,137) Movements in credit losses allowance and write-offs (299) (34) (898) 66 Fair value movement on contingent consideration (3,686) — (6,535) — Operating profit 156 2,401 2,182 10,769 Finance income 3,093 884 7,412 1,436 Finance expense (648) (591) (1,955) (1,352) Income before tax 2,601 2,694 7,639 10,853 Income tax (charge) credit (340) 1,981 (840) 733 Net income for the period attributable to the shareholders 2,261 4,675 6,799 11,586 Other comprehensive (loss) income Exchange differences on translating foreign currencies (5,961) (1,785) (13,889) (2,987) Total comprehensive (loss) income for the period attributable to the shareholders (3,700) 2,890 (7,090) 8,599 Net income per share attributable to shareholders, basic 0.06 0.14 0.19 0.39 Net income per share attributable to shareholders, diluted 0.06 0.13 0.18 0.34
13 Condensed Consolidated Statements of Financial Position (USD in thousands) SEPTEMBER 30, 2022 (unaudited) DECEMBER 31, 2021 ASSETS Non-current assets Property and equipment 647 569 Right-of-use assets 1,725 1,465 Intangible assets 78,595 25,419 Deferred compensation cost 38 — Deferred tax asset 5,562 7,028 Total non-current assets 86,567 34,481 Current assets Trade and other receivables 11,296 5,497 Cash and cash equivalents 35,092 51,047 Total current assets 46,388 56,544 Total assets 132,955 91,025 EQUITY AND LIABILITIES Equity Share capital — — Capital reserve 63,711 55,953 Share options and warrants reserve 3,691 2,442 Foreign exchange translation reserve (16,170) (2,282) Retained earnings 30,807 23,796 Total equity 82,040 79,909 Non-current liabilities Deferred consideration 4,719 — Contingent consideration 6,662 — Lease liability 1,394 1,286 Deferred tax liability 3,367 — Total non-current liabilities 16,142 1,286 Current liabilities Trade and other payables 7,337 3,291 Deferred consideration 2,779 — Contingent consideration 17,312 — Other liability 145 — Borrowings and accrued interest 5,993 5,944 Lease liability 555 393 Income tax payable 653 202 Total current liabilities 34,774 9,830 Total liabilities 50,916 11,116 Total equity and liabilities 132,956 91,025
14 Condensed Consolidated Statements of Cash Flows (Unaudited) (USD in thousands) Three Months Ended September 30, Nine Months Ended September 30, 2022 2021 2022 2021 Cash flow from operating activities Income before tax 2,601 2,694 7,639 10,853 Finance income, net (2,445) (293) (5,457) (84) Adjustments for non-cash items: Depreciation and amortization 1,780 585 5,558 1,801 Movements in credit loss allowance and write-offs 299 121 898 21 Fair value movement on contingent consideration 3,686 — 6,535 — Share option charge 791 402 2,400 1,466 Cash flows from operating activities before changes in working capital 6,712 3,509 17,573 14,057 Changes in working capital Trade and other receivables (2,292) 503 (4,931) (741) Trade and other payables 1,235 (1,903) 1,541 807 Warrants repurchased — — (800) — Income tax paid (33) (728) (816) (1,264) Cash flows generated by operating activities 5,622 1,381 12,567 12,859 Cash flows from investing activities Acquisition of property and equipment (108) (62) (350) (227) Acquisition of intangible assets (618) (565) (3,134) (2,359) Acquisition of subsidiaries, net of cash acquired — — (23,411) — Cash flows used in investing activities (726) (627) (26,895) (2,586) Cash flows from financing activities Issue of ordinary shares — 41,922 — 41,922 Equity issue costs — (6,070) — (6,070) Interest paid (239) (243) (359) (364) Principal paid on lease liability (75) (64) (240) (159) Interest paid on lease liability (47) (47) (142) (143) Cash flows (used in) generated by financing activities (361) 35,498 (741) 35,186 Net movement in cash and cash equivalents 4,535 36,252 (15,069) 45,459 Cash and cash equivalents at the beginning of the period 31,102 17,168 51,047 8,225 Net foreign exchange differences on cash and cash equivalents (545) (260) (886) (524) Cash and cash equivalents at the end of the period 35,092 53,160 35,092 53,160
15 Earnings Per Share Three Months Ended September 30, Nine Months Ended September 30, 2022 2021 2022 2021 (in thousands USD, except for share and per share data, unaudited) (in thousands USD, except for share and per share data, unaudited) Net income for the period attributable to the shareholders 2,261 4,675 6,799 11,586 Weighted-average number of ordinary shares, basic 36,467,299 32,364,114 35,613,073 29,830,319 Net income per share attributable to shareholders, basic 0.06 0.14 0.19 0.39 Net income for the period attributable to the shareholders 2,261 4,675 6,799 11,586 Weighted-average number of ordinary shares, diluted 36,795,589 36,184,575 36,830,801 33,640,305 Net income per share attributable to shareholders, diluted 0.06 0.13 0.18 0.34
16 Adjusted Operating Expense and Adjusted Operating Profit Reconciliation Three Months Ended September 30, Nine Months Ended September 30, 2022 2021 2022 2021 (in thousands USD, unaudited) (in thousands USD, unaudited) Revenue 19,649 10,123 55,158 32,032 Less Cost of sales (605) — — (2,330) — Less Adjusted operating expenses (15,202) (7,722) (44,111) (21,263) Adjusted operating profit 3,842 2,401 8,717 10,769 Three Months Ended September 30, Nine Months Ended September 30, 2022 2021 2022 2021 (in thousands USD, unaudited) (in thousands USD, unaudited) Operating expenses (1) 18,888 7,722 50,646 21,263 Fair value movement on contingent consideration (3,686) — (6,535) — Adjusted operating expenses 15,202 7,722 44,111 21,263 (1) Operating expenses are defined as sales and marketing expenses, technology expenses, general and administrative expenses, movements in credit losses allowances and write-offs, and fair value movements on contingent considerations.
17 Adjusted Net Income and Adjusted Net Income Per Share Reconciliation Three Months Ended September 30, Nine Months Ended September 30, 2022 2021 2022 2021 (in thousands USD, except for share and per share data, unaudited) (in thousands USD, except for share and per share data, unaudited) Net income for the period attributable to the shareholders 2,261 4,675 6,799 11,586 Fair value movement on contingent consideration (1) 3,686 — 6,535 — Unwinding of deferred consideration (1) 88 — 248 — Adjusted net income for the period attributable to shareholders 6,035 4,675 13,582 11,586 Weighted-average number of ordinary shares, basic 36,467,299 32,364,114 35,613,073 29,830,319 Net income per share attributable to shareholders, basic 0.06 0.14 0.19 0.39 Effect of adjustments for fair value movements on contingent consideration, basic 0.10 0.00 0.18 0.00 Effect of adjustments for unwinding on deferred consideration, basic 0.01 0.00 0.01 0.00 Adjusted net income per share attributable to shareholders, basic 0.17 0.14 0.38 0.39 Weighted-average number of ordinary shares, diluted 36,795,589 36,184,575 36,830,801 33,640,305 Net income per share attributable to ordinary shareholders, diluted 0.06 0.13 0.18 0.34 Adjusted net income per share attributable to shareholders, diluted 0.16 0.13 0.37 0.34 (1)There is no tax impact from fair value movement on contingent consideration and unwinding of deferred consideration.
18 EBITDA, Adjusted EBITDA and Adjusted EBITDA Margin Reconciliation n/m = not meaningful 1. The acquisition costs are related to the business combinations of the Group. Three Months Ended September 30, CHANGE Nine Months Ended September 30, CHANGE 2022 2021 $ % 2022 2021 $ % (in thousands USD, unaudited) (in thousands USD, unaudited) Net income for the period attributable to the shareholders 2,261 4,675 (2,414) (52)% 6,799 11,586 (4,787) (41)% Add Back: Interest expenses on borrowings 131 165 (34) (21)% 496 504 (8) (2)% Income tax charge (credit) 340 (1,981) 2,321 (117)% 840 (733) 1,573 (215)% Depreciation expense 60 42 18 43 % 147 124 23 19 % Amortization expense 1,720 543 1,177 217 % 5,411 1,677 3,734 223 % EBITDA 4,512 3,444 1,068 31 % 13,693 13,158 535 4 % Share-based payments 791 402 389 97 % 2,400 1,466 934 64 % Fair value movement on contingent consideration 3,686 — 3,686 n/m 6,535 — 6,535 n/m Accounting and legal fees related to offering — 392 (392) n/m — 898 (898) n/m Bonuses related to the offering — 1,090 (1,090) n/m — 1,090 (1,090) n/m Acquisition related costs (1) — — — n/m 539 — 539 n/m Adjusted EBITDA 6,413 4,870 1,543 32 % 17,214 16,024 1,190 7 % Three Months Ended September 30, CHANGE Nine Months Ended September 30, CHANGE 2022 2021 $ % 2022 2021 $ % (in thousands, USD, unaudited) (in thousands, USD, unaudited) Revenue 19,649 10,123 9,526 94 % 55,158 32,032 23,126 72 % Adjusted EBITDA 6,413 4,870 1,543 32 % 17,214 16,024 1,190 7 % Adjusted EBITDA Margin 33 % 48 % (15)% 31 % 50 % (19)%
19 Free Cash Flow Reconciliation (1) Capital expenditures are defined as the acquisition of property and equipment and the acquisition of intangible assets. Three Months Ended September 30, CHANGE Nine Months Ended September 30, CHANGE 2022 2021 $ % 2022 2021 $ % (in thousands USD, unaudited) (in thousands USD, unaudited) Cash flows generated by operating activities 5,622 1,381 4,241 307 % 12,567 12,859 (292) (2)% Capital Expenditures (1) (726) (627) (99) (16)% (3,484) (2,586) (898) (35)% Free Cash Flow 4,896 754 4,142 549 % 9,084 10,273 (1,189) (12)%