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 2023
(Commission File No. 001-40634)
 
Gambling.com Group Limited
(Translation of registrant’s name into English)
 
22 Grenville Street
St. Helier, Jersey
JE4 8PX, Channel Islands
(Address of registrant’s principal executive office)
 
Indicate by check mark whether the registrant files or will file annual reports under cover 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 15, 2023, Gambling.com Group Limited (NASDAQ: GAMB) (the “Company”) issued a press release announcing its financial results for the period ended September 30, 2023. A copy of the press release is furnished hereto as Exhibit 99.1 and is incorporated by reference herein.

The information in this Form 6-K (including in Exhibit 99.1) 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.

1

EXHIBIT INDEX
Exhibit
 
Description
 
99.1

2

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 15, 2023

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Exhibit 99.1

PRESS RELEASE
gdcglogo003a.jpg
November 15, 2023 at 4:05 p.m. ET
Gambling.com Group Revenue Grows 19% to a Q3 Record of $23.5 Million Driven by 42% Increase in North American Revenue


Charlotte, N.C. – November 15, 2023 – Gambling.com Group Limited (Nasdaq: GAMB) (“Gambling.com Group” or the “Company”), a leading provider of digital marketing services for the global online gambling industry, today reported record third quarter financial results for the three months ended September 30, 2023. The Company also reiterated its guidance for 2023 full-year revenue and Adjusted EBITDA.
Three Months Ended September 30, 2023 vs. Three Months Ended September 30, 2022 Financial Highlights
(USD in thousands, except per share data, unaudited)

Three Months Ended September 30,Change
20232022%
Revenue23,458 19,649 19 %
Net income for the period attributable to shareholders (1)
5,013 2,261 122 %
Net income per share attributable to shareholders, diluted (1)
0.13 0.06 117 %
Net income margin (1)
21 %12 %
Adjusted net income for the period attributable to shareholders (1)(2)
5,407 6,035 (10)%
Adjusted net income per share attributable to shareholders, diluted (1)(2)
0.14 0.16 (13)%
Adjusted EBITDA (1)(2)
6,054 6,413 (6)%
Adjusted EBITDA Margin (1)(2)
26 %33 %
Cash flows (used in) generated by operating activities(715)5,622 (113)%
Free Cash Flow (2)
1,578 4,896 (68)%
__________
(1) For the three months ended September 30, 2023, Net income and Net income per share include, and Adjusted net income and Adjusted net income per share exclude, adjustments related to the Company's 2022 acquisitions of RotoWire and BonusFinder of $0.3 million, or $0.01 per share. Similarly, these adjustments totaled $3.8 million, or $0.11 per share, for the three months ended September 30, 2022. See “Supplemental Information - Non-IFRS Financial Measures” and the tables at the end of this release for an explanation of the adjustments.
(2) Represents a non-IFRS measure. See “Supplemental Information - Non-IFRS Financial Measures” and the tables at the end of this release for reconciliations to the comparable IFRS numbers.

Charles Gillespie, Chief Executive Officer and Co-Founder of Gambling.com Group, commented, “Our third quarter results highlight our consistent performance driven by robust organic growth in North America. Even in what is traditionally a seasonally slow quarter, we grew new depositing customers 26% to surpass 86,000 which contributed to 19% revenue growth to $23.5 million, Adjusted EBITDA of $6.1 million and Free Cash Flow of $1.6 million.

“Third quarter North American revenue of $12.9 million includes significant growth in our owned assets and a break-out performance from our media partnerships at the start of the Fall sports season. Our ability to quickly scale our strategic media partnerships complements the growth from our influential owned websites. This results in consistent year-over-year market share gains in existing states even as we face tougher comparisons given the significant organic growth we have already achieved. Our strong North American growth was partially offset by a moderation in our U.K and Ireland performance following seven consecutive quarters of average
1

revenue growth of 28% across these well-established markets. We are confident that our growth opportunities in the U.K. and Ireland markets will remain strong, including the expected benefit from the ramping up of our recently launched media partnership with The Independent for the U.K market.

“Gambling.com Group is expected to continue to benefit from many near- and long-term opportunities to deliver profitable organic growth. These include further market share gains in existing markets, the benefit from expected future expansions of iGaming and online sports betting in new markets in North America and around the world, our ability to scale and optimize our media partnerships and further growth in our more established European markets. We expect that our ability to leverage these revenue drivers with our business model, which generates attractive Adjusted EBITDA margins and strong Free Cash Flow conversion, will continue to increase shareholder value.”
Third Quarter 2023 and Recent Business Highlights

•Grew North American revenue 42% to $12.9 million
•Delivered more than 86,000 new depositing customers
•Launched the all new Casinos.com in July
•Successfully launched the Company’s first international media partnership in July with The Independent in the U.K.
•Successfully launched operations in Kentucky just before the quarter end on September 28th

Elias Mark, Chief Financial Officer of Gambling.com Group, added, “Third quarter revenue exceeded expectations and Adjusted EBITDA was in line with expectations, reflecting the faster than anticipated acceleration of our North American media partnerships. We are very pleased with the performance of our media partnerships and we expect them to continue to be a key contributor to revenue and cash flow growth going forward. Our year-to-date revenue growth combined with our disciplined focus on capital efficiency generated Free Cash Flow for the first nine months of 2023 of $16.3 million, already exceeding our full-year 2022 level. We remain on track to deliver strong full year results as our reiterated guidance implies year-over-year revenue and Adjusted EBITDA growth of more than 30% and 50%, respectively.”
2023 Outlook

The Company confirmed its full-year 2023 revenue guidance as follows:

LowMidpointHighFY 2022
Revenue (millions)10010210476.5
Adjusted EBITDA (millions)36384024.1
Adjusted EBITDA Margin36 %37 %38 %31 %

For 2023, revenue is expected to be between $100 million and $104 million, which implies organic revenue growth of 31%-36%, and Adjusted EBITDA is expected to be between $36 million and $40 million.

The Company’s guidance assumes:

•No revenue from any additional North American markets for the balance of 2023
•No contribution from any new acquisitions
•Ongoing investments through the balance of 2023 for the development of Casinos.com and to support the Company’s media partners, including Gannett, McClatchy and The Independent
•An average EUR/USD exchange rate of 1.07 throughout the remainder of 2023
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Nine Months Ended September 30, 2023 vs. Nine Months Ended September 30, 2022 Financial Highlights
(USD in thousands, except per share data, unaudited)
Nine Months Ended September 30,Change
20232022%
Revenue76,122 55,158 38 %
Net income for the period attributable to shareholders (1)
11,886 6,799 75 %
Net income per share attributable to shareholders, diluted (1)
0.31 0.18 72 %
Net income margin (1)
16 %12 %
Adjusted net income for the period attributable to shareholders (1)(2)
19,493 13,582 44 %
Adjusted net income per share attributable to shareholders, diluted (1)(2)
0.51 0.36 42 %
Adjusted EBITDA (1)(2)
26,146 17,214 52 %
Adjusted EBITDA Margin (1)(2)
34 %31 %
Cash flows generated by operating activities10,950 12,567 (13)%
Free Cash Flow (2)
16,306 9,083 80 %
__________
(1) For the nine months ended September 30, 2023, Net income and Net income per share include, and Adjusted net income and Adjusted net income per share exclude, adjustments related to the Company's 2022 acquisitions of RotoWire and BonusFinder of $7.4 million, or $0.20 per share. Similarly, these adjustments totaled $6.8 million, or $0.19 per share, for the nine months ended September 30, 2022. See “Supplemental Information - Non-IFRS Financial Measures” and the tables at the end of this release for an explanation of the adjustments.
(2) Represents a non-IFRS measure. See “Supplemental Information - Non-IFRS Financial Measures” and the tables at the end of this release for reconciliations to the comparable IFRS numbers.
Conference Call Details
Date/Time:
Wednesday, November 15, 2023, at 4:30 p.m. ET
Webcast:https://www.webcast-eqs.com/gamb20231115/en
U.S. Toll-Free Dial In:877-407-0890
International Dial In:1 201-389-0918
To access, please dial in approximately 10 minutes before the start of the call. An archived webcast of the conference call will also be available in the News & Events section of the Company’s website at gambling.com/corporate/investors/news-events. Information contained on the Company’s website is not incorporated into this press release.
###
For further information, please contact:

Investors: Peter McGough, Gambling.com Group, investors@gdcgroup.com
Richard Land, Norberto Aja, JCIR, GAMB@jcir.com, 212-835-8500
Media: Eddie Motl, Gambling.com Group, media@gdcgroup.com
About Gambling.com Group Limited

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

This press release contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, Section 21E of the Securities Exchange Act of 1934, as amended, and the safe harbor provisions of the U.S. Private Securities Litigation Reform Act of 1995, that relate to our current expectations and views of future events. All statements other than statements of historical facts contained in this press release, including statements relating to our expectation of continued growth in the North American market and other established markets, our ability to scale and optimize our media partnerships, the expected benefit from the ramp up of our recently launched media partnership with The Independent for the U.K market, the expected continuation to benefit from near- and long-term opportunities to deliver profitable organic growth, whether our ability to leverage revenue drivers with our business model will continue to increase shareholder value, and our 2023 outlook, are all forward-looking statements. These statements represent our opinions, expectations, beliefs, intentions, estimates or strategies regarding the future, which may not be realized. In some cases, you can identify forward-looking statements by terms such as “believe,” “may,” “estimate,” “continue,” “anticipate,” “intend,” “should,” “plan,” “expect,” “predict,” “potential,” “could,” “will,” “would,” “ongoing,” “future” or the negative of these terms or other similar expressions that are intended to identify forward-looking statements, although not all forward-looking statements contain these identifying words. Forward-looking statements are based largely on our current expectations and projections about future events and financial trends that we believe may affect our financial condition, results of operations, business strategy, short-term and long-term business operations and objectives and financial needs. These forward-looking statements involve known and unknown risks, uncertainties, contingencies, changes in circumstances that are difficult to predict and other important factors that may cause our actual results, performance, or achievements to be materially and/or significantly different from any future results, performance or achievements expressed or implied by the forward-looking statement. Important factors that could cause actual results to differ materially from our expectations are discussed under “Item 3. Key Information - Risk Factors” in Gambling.com Group’s annual report filed on Form 20-F for the year ended December 31, 2022 with the U.S. Securities and Exchange Commission (the “SEC”) on March 23, 2023, and Gambling.com Group’s other filings with the SEC as such factors may be updated from time to time. Any forward-looking statements contained in this press release speak only as of the date hereof and accordingly undue reliance should not be placed on such statements. Gambling.com Group disclaims any obligation or undertaking to update or revise any forward-looking statements contained in this press release, whether as a result of new information, future events or otherwise, other than to the extent required by applicable law.
4

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

The following table details the consolidated statements of comprehensive income for the three and nine months ended September 30, 2023 and 2022 in the Company's reporting currency and constant currency.

Reporting CurrencyConstant CurrencyReporting CurrencyConstant Currency
Three Months Ended September 30,ChangeChangeNine Months Ended September 30,ChangeChange
20232022%%20232022%%
Revenue23,458 19,649 19 %11 %76,122 55,158 38 %35 %
Cost of sales(2,136)(605)253 %228 %(4,023)(2,330)73 %69 %
Gross profit21,322 19,044 12 %4 %72,099 52,828 36 %34 %
Sales and marketing expenses(8,636)(8,523)1 %(6)%(25,644)(24,339)5 %3 %
Technology expenses(2,525)(1,694)49 %39 %(7,229)(4,556)59 %55 %
General and administrative expenses(4,831)(4,686)3 %(4)%(17,297)(14,318)21 %18 %
Movements in credit losses allowance (615)(299)106 %91 %(1,382)(898)54 %51 %
Fair value movement on contingent consideration — (3,686)(100)%(100)%(6,939)(6,535)6 %4 %
Operating profit4,715 156 2922 %2707 %13,608 2,182 524 %510 %
Finance income968 3,093 (69)%(71)%1,674 7,412 (77)%(78)%
Finance expenses(373)(648)(42)%(47)%(1,356)(1,955)(31)%(32)%
Income before tax5,310 2,601 104 %90 %13,926 7,639 82 %78 %
Income tax charge(297)(340)(13)%(19)%(2,040)(840)143 %138 %
Net income for the period attributable to shareholders5,013 2,261 122 %106 %11,886 6,799 75 %71 %
Other comprehensive income (loss)
Exchange differences on translating foreign currencies(2,777)(5,961)(53)%(57)%(2,085)(13,888)(85)%(85)%
Total comprehensive income (loss) for the period attributable to shareholders2,236 (3,700)160 %156 %9,801 (7,089)238 %235 %
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Consolidated Statements of Financial Position (Unaudited)
(USD in thousands)
SEPTEMBER 30,
2023		DECEMBER 31,
2022
ASSETS
Non-current assets
Property and equipment823 714 
Right-of-use assets1,557 1,818 
Intangible assets88,505 88,521 
Deferred compensation cost— 29 
Deferred tax asset6,113 5,832 
Total non-current assets96,998 96,914 
Current assets
Trade and other receivables17,600 12,222 
Inventories— 75 
Cash and cash equivalents26,884 29,664 
Total current assets44,484 41,961 
Total assets141,482 138,875 
EQUITY AND LIABILITIES
Equity
Share capital— — 
Capital reserve74,166 63,723 
Treasury shares(1,107)(348)
Share options and warrants reserve6,597 4,411 
Foreign exchange translation reserve(9,160)(7,075)
Retained earnings38,284 26,398 
Total equity108,780 87,109 
Non-current liabilities
Other payables— 290 
Deferred consideration— 4,774 
Contingent consideration— 11,297 
Lease liability1,250 1,518 
Deferred tax liability2,171 2,179 
Total non-current liabilities3,421 20,058 
Current liabilities
Trade and other payables6,655 6,342 
Deferred income2,543 1,692 
Deferred consideration17,882 2,800 
Contingent consideration— 19,378 
Other liability290 226 
Lease liability571 554 
Income tax payable1,340 716 
Total current liabilities29,281 31,708 
Total liabilities32,702 51,766 
Total equity and liabilities141,482 138,875 
6

Consolidated Statements of Cash Flows (Unaudited)
(USD in thousands)
Three Months Ended September 30,Nine Months Ended September 30,
2023202220232022
Cash flow from operating activities
Income before tax5,310 2,601 13,926 7,639 
Finance income, net(596)(2,445)(318)(5,457)
Adjustments for non-cash items:
Depreciation and amortization495 1,780 1,520 5,558 
Movements in credit loss allowance615 299 1,382 898 
Fair value movement on contingent consideration— 3,686 6,939 6,535 
Share-based payment expense696 791 2,790 2,400 
Warrants repurchased— — — (800)
Income tax paid26 (33)(1,763)(816)
Payment of contingent consideration— — (4,621)— 
Payment of deferred consideration(2,897)— (2,897)— 
Cash flows from operating activities before changes in working capital3,649 6,679 16,958 15,957 
Changes in working capital
Trade and other receivables(5,235)(2,292)(7,127)(4,931)
Trade and other payables858 1,235 1,044 1,541 
Inventories13 — 75 — 
Cash flows (used in ) generated by operating activities(715)5,622 10,950 12,567 
Cash flows from investing activities
Acquisition of property and equipment(90)(108)(294)(350)
Acquisition of intangible assets(514)(618)(1,868)(3,134)
Acquisition of subsidiaries, net of cash acquired— — — (23,411)
Interest received from bank deposits90 — 169 — 
Payment of deferred consideration(2,543)— (4,933)— 
Payment of contingent consideration— — (5,557)— 
Cash flows used in investing activities(3,057)(726)(12,483)(26,895)
Cash flows from financing activities
Exercise of share options106 — 106 — 
Treasury shares acquired— — (759)— 
Interest payment attributable to third party borrowings— (239)— (359)
Interest payment attributable to deferred consideration settled— — (110)— 
Principal paid on lease liability(105)(75)(304)(240)
Interest paid on lease liability(40)(47)(127)(142)
Cash flows used in financing activities(39)(361)(1,194)(741)
Net movement in cash and cash equivalents(3,811)4,535 (2,727)(15,069)
Cash and cash equivalents at the beginning of the period31,312 31,102 29,664 51,047 
Net foreign exchange differences on cash and cash equivalents(616)(545)(53)(886)
Cash and cash equivalents at the end of the period26,884 35,092 26,884 35,092 
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Earnings Per Share
Below is a reconciliation of basic and diluted earnings per share as presented in the Consolidated Statement of Comprehensive Income for the period specified, stated in USD thousands, except per share amounts:

Three Months Ended September 30,Reporting Currency ChangeConstant Currency ChangeNine Months Ended September 30,Reporting Currency ChangeConstant Currency Change
20232022%%20232022%%
Net income for the period attributable to shareholders5,013 2,261 122 %106 %11,886 6,799 75 %71 %
Weighted-average number of ordinary shares, basic37,402,93536,467,2993 %3 %36,988,69035,613,0734 %4 %
Net income per share attributable to shareholders, basic0.13 0.06 117 %86 %0.32 0.19 68 %65 %
Net income for the period attributable to shareholders5,013 2,261 122 %106 %11,886 6,799 75 %71 %
Weighted-average number of ordinary shares, diluted38,711,42937,289,0104 %4 %38,176,20037,324,2222 %2 %
Net income per share attributable to shareholders, diluted0.13 0.06 117 %86 %0.31 0.18 72 %68 %
Supplemental Information
Rounding
We have made rounding adjustments to some of the figures included in the discussion and analysis of our financial condition and results of operations together with our consolidated financial statements and the related notes thereto. Accordingly, numerical figures shown as totals in some tables may not be an arithmetic aggregation of the figures that preceded them.
Non-IFRS Financial Measures
Management uses several financial measures, both IFRS and non-IFRS financial measures in analyzing and assessing the overall performance of the business and for making operational decisions.
Adjusted Net Income and Adjusted Net Income Per Share

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

We believe adjusted net income and adjusted net income per diluted share are useful to our management as a measure of comparative performance from period to period as these measures remove the effect of the fair value gain or loss related to the contingent consideration, unwinding of deferred consideration, and certain employee bonuses, all associated with our acquisitions, during the limited period where these items are incurred. We expect to incur gains or losses related to the contingent consideration and expenses related to the unwinding of deferred consideration and employee bonuses until December 2023. See Note 5 of the
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consolidated financial statements for the three and nine months ended September 30, 2023 for a description of the contingent and deferred considerations associated with our acquisitions.
Below is a reconciliation to Adjusted net income attributable to equity holders and Adjusted net income per share, diluted from net income for the period attributable to the equity holders and net income per share attributed to ordinary shareholders, diluted as presented in the Consolidated Statements of Comprehensive Income (Loss) and for the period specified stated in the Company's reporting currency and constant currency:
Reporting CurrencyConstant CurrencyReporting CurrencyConstant Currency
Three months ended September 30,ChangeChangeNine Months Ended September 30,ChangeChange
20232022%%20232022%%
Revenue23,45819,64919 %11 %76,12255,15838 %35 %
Net income for the period attributable to shareholders5,0132,261122 %106 %11,8866,79975 %71 %
Net income margin21 %12 %16 %12 %
Net income for the period attributable to shareholders5,0132,261122 %106 %11,8866,79975 %71 %
Fair value movement on contingent consideration (1)—3,686(100)%(100)%6,9396,5356 %4 %
Unwinding of deferred consideration (1)31688259 %233 %42524871 %68 %
Employees' bonuses related to acquisition(1)
78—100 %100 %243—100 %100 %
Adjusted net income for the period attributable to shareholders5,4076,035(10)%(17)%19,49313,58244 %40 %
Net income per share attributable to shareholders, basic0.130.06117 %86 %0.320.1968 %65 %
Effect of adjustments for fair value movements on contingent consideration, basic0.000.10(100)%(100)%0.190.186 %— %
Effect of adjustments for unwinding on deferred consideration, basic0.010.01— %— %0.010.01— %— %
Effect of adjustments for bonuses related to acquisition, basic0.000.00— %— %0.010.00100 %100 %
Adjusted net income per share attributable to shareholders, basic0.140.17(12)%(22)%0.530.3839 %36 %
Net income per share attributable to ordinary shareholders, diluted0.130.06117 %86 %0.310.1872 %68 %
Adjusted net income per share attributable to shareholders, diluted0.140.16(13)%(18)%0.510.3642 %38 %
__________
(1) There is no tax impact from fair value movement on contingent consideration, unwinding of deferred consideration or employee bonuses related to acquisition.
EBITDA, Adjusted EBITDA and Adjusted EBITDA Margin
EBITDA is a non-IFRS financial measure defined as earnings excluding interest, income tax (charge) credit, depreciation, and amortization. Adjusted EBITDA is a non-IFRS financial measure defined as EBITDA adjusted to exclude the effect of non-recurring items, significant non-cash items, share-based payment expense, foreign exchange gains (losses), fair value of contingent consideration, and other items that our board of directors
9

believes do not reflect the underlying performance of the business including acquisition related expenses, such as acquisition related costs and bonuses. Adjusted EBITDA Margin is a non-IFRS measure defined as Adjusted EBITDA as a percentage of revenue.
We believe Adjusted EBITDA and Adjusted EBITDA Margin are useful to our management team as a measure of comparative operating performance from period to period as those measures remove the effect of items not directly resulting from our core operations including effects that are generated by differences in capital structure, depreciation, tax effects and non-recurring events.
While we use Adjusted EBITDA and Adjusted EBITDA Margin as tools to enhance our understanding of certain aspects of our financial performance, we do not believe that Adjusted EBITDA and Adjusted EBITDA Margin are substitutes for, or superior to, the information provided by IFRS results. As such, the presentation of Adjusted EBITDA and Adjusted EBITDA Margin is not intended to be considered in isolation or as a substitute for any measure prepared in accordance with IFRS. The primary limitations associated with the use of Adjusted EBITDA and Adjusted EBITDA Margin as compared to IFRS results are that Adjusted EBITDA and Adjusted EBITDA Margin as we define them may not be comparable to similarly titled measures used by other companies in our industry and that Adjusted EBITDA and Adjusted EBITDA Margin may exclude financial information that some investors may consider important in evaluating our performance.
10

Below is a reconciliation to EBITDA, Adjusted EBITDA from net income for the period attributable to shareholders as presented in the Consolidated Statements of Comprehensive Income and for the period specified:
Reporting CurrencyConstant CurrencyReporting CurrencyConstant Currency
Three Months Ended September 30,ChangeChangeNine Months Ended September 30,ChangeChange
20232022%%20232022%%
(USD in thousands)(USD in thousands)
Net income for the period attributable to shareholders5,0132,261122 %106 %11,8866,79975 %71 %
Add back (deduct):
Interest expenses on borrowings and lease liability 40 131 (69)%(72)%127 496 (74)%(75)%
Income tax charge 297 340 (13)%(17)%2,040 840 143 %138 %
Depreciation expense63 60 5 %(2)%183 147 24 %22 %
Amortization expense432 1,720 (75)%(77)%1,337 5,411 (75)%(76)%
EBITDA5,845 4,512 30 %20 %15,573 13,693 14 %11 %
Share-based payment expense696 791 (12)%(18)%2,790 2,400 16 %14 %
Fair value movement on contingent consideration— 3,686 (100)%(100)%6,939 6,535 6 %4 %
Unwinding of deferred consideration316 88 259 %233 %425 248 71 %67 %
Foreign currency translation losses (gains), net(878)(2,784)(68)%(71)%(775)(6,390)(88)%(88)%
Interest income from bank deposits(90)— 100 %100 %(169)— 100 %100 %
Other finance results17 120 (86)%(87)%74 189 (61)%(61)%
Secondary offering related costs— — — %— %733 — 100 %100 %
Acquisition related costs (1)70 — 100 %100 %313 539 (42)%(43)%
Employees' bonuses related to acquisition78 — 100 %100 %243 — 100 %100 %
Adjusted EBITDA6,054 6,413 (6)%(12)%26,146 17,214 52 %49 %

__________
(1) The acquisition costs are related to historical and potential business combinations of the Group.
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Below is the Adjusted EBITDA Margin calculation for the period specified stated in the Company's reporting currency and constant currency:
Reporting CurrencyConstant CurrencyReporting CurrencyConstant Currency
Three Months Ended September 30,ChangeChangeNine Months Ended September 30,ChangeChange
20232022%%20232022%%
(USD in thousands, except margin)(in thousands USD, except margin)
Revenue23,45819,64919 %11 %76,12255,15838 %35 %
Adjusted EBITDA6,0546,413(6)%(12)%26,14617,21452 %49 %
Adjusted EBITDA Margin26 %33 %34 %31 %
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 liquidity financial measure defined as cash flow from operating activities adjusted for non-recurring items within operating cash flow less capital expenditures.
We believe Free Cash Flow is useful to our management team as a measure of financial performance as it measures our ability to generate additional cash from our operations. While we use Free Cash Flow as a tool to enhance our understanding of certain aspects of our financial performance, we do not believe that Free Cash Flow is a substitute for, or superior to, the information provided by IFRS metrics. As such, the presentation of Free Cash Flow is not intended to be considered in isolation or as a substitute for any measure prepared in accordance with IFRS.
The primary limitation associated with the use of Free Cash Flow as compared to IFRS metrics is that Free Cash Flow does not represent residual cash flows available for discretionary expenditures because the measure does not deduct the payments required for debt service and other obligations or payments made for business acquisitions. Free Cash Flow as we define it also may not be comparable to similarly titled measures used by other companies in the online gambling affiliate industry.

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Below is a reconciliation to Free Cash Flow from cash flows generated by operating activities as presented in the Consolidated Statement of Cash Flows for the period specified in the Company's reporting currency:
Three Months Ended September 30,ChangeNine Months Ended September 30,Change
20232022%20232022%
(in thousands USD, unaudited)(USD in thousands, unaudited)
Cash flows (used in) generated by operating activities(715)5,622 (113)%10,950 12,567 (13)%
Adjustment for items presented in operating activities:
Payment of contingent consideration
— — — %4,621 — 100 %
Payment of deferred consideration2,897 — 100 %2,897 — 100 %
Adjustment for items presenting in investing activities:
Capital Expenditures (1)
(604)(726)(17)%(2,162)(3,484)38 %
Free Cash Flow1,578 4,896 (68)%16,306 9,083 80 %
__________
(1) Capital expenditures are defined as the acquisition of property and equipment and the acquisition of intangible assets, and excludes cash flows related to business combinations.
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