UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
FORM 6-K
 
REPORT OF FOREIGN PRIVATE ISSUER
PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE
SECURITIES EXCHANGE ACT OF 1934
For the month of November 2024
(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 of Form 20-F or Form 40-F.
Form 20-F ☒
Form 40-F ☐


EXPLANATORY NOTE

On November 14, 2024, Gambling.com Group Limited (NASDAQ: GAMB) (the “Company”) issued a press release announcing its financial results for the period ended September 30, 2024. 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.

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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 14, 2024

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Exhibit 99.1

PRESS RELEASE
gdcglogo003a.jpg
November 14, 2024 at 7:00 a.m. ET

Gambling.com Group Reports Third Quarter 2024 Results
and Raises 2024 Guidance
–Third Quarter Revenue Increases 37% to Record $32.1 Million; Net Income Rises to $8.5 Million
–Record Quarterly Adjusted EBITDA of $12.6 Million Up 108% Versus Year-Ago Period

CHARLOTTE – November 14, 2024 – Gambling.com Group Limited (Nasdaq: GAMB) (“Gambling.com Group” or the “Company”), a fast-growing provider of digital marketing services for the global online gambling industry, today reported financial results for the third quarter ended September 30, 2024. The Company also raised its 2024 revenue and Adjusted EBITDA guidance as detailed below.

“Our record third quarter and year-to-date results reflect our best-in-class execution in the affiliate sector to consistently grow market share around the world,” commented Charles Gillespie, Chief Executive Officer and Co-Founder of Gambling.com Group. “The third quarter’s strong revenue growth and record Adjusted EBITDA highlights Gambling.com Group’s position as an industry leader in creating value for both our shareholders and our online gambling operator clients. To complement our continued organic market share growth, we continue to evaluate opportunities adjacent to the core business to expand our footprint in the online gaming ecosystem as we progress towards our goal of $100 million in annual Adjusted EBITDA.”
Elias Mark, Chief Financial Officer of Gambling.com Group, added, “Year-over-year third quarter revenue and Adjusted EBITDA increased 37% and 108%, respectively, with very high free cash flow conversion, reflecting the continued success of our strategies to optimize the returns from our global portfolio of owned and operated assets. As expected, we generated strong iGaming NDC growth across all our geographical regions, while our North American business continued to be resilient against challenging comparables. As reflected in our raised full year outlook, we expect to generate significant year-over-year revenue and Adjusted EBITDA growth in 2024, and we are well-positioned to carry this operating momentum forward, particularly as the North American market is expected to return to growth next year.”

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Three Months Ended September 30, 2024 vs. Three Months Ended September 30, 2023 Financial Highlights
(USD in thousands, except per share data, unaudited)

Three Months Ended September 30,Change
20242023%
Revenue32,118 23,458 37 %
Net income for the period attributable to shareholders (1)
8,509 5,013 70 %
Net income per share attributable to shareholders, diluted (1)
0.24 0.13 85 %
Net income margin (1)
26 %21 %
Adjusted net income for the period attributable to shareholders (1)(2)
8,905 5,407 65 %
Adjusted net income per share attributable to shareholders, diluted (1)(2)
0.25 0.14 79 %
Adjusted EBITDA (1)(2)
12,584 6,054 108 %
Adjusted EBITDA Margin (1)(2)
39 %26 %
Cash flows generated by operating activities14,936 (715)2189 %
Free Cash Flow (2)
14,240 1,578 802 %
__________
(1) For the three months ended September 30, 2024, 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 acquisition of BonusFinder of $0.4 million, or $0.01 per share. Similarly, these adjustments totaled $0.3 million, or $0.01 per share, for the three months ended September 30, 2023. 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.

Third Quarter 2024 and Recent Business Highlights

•Delivered more than 116,000 new depositing customers (“NDCs”)
•Repurchased 1,316,975 shares at an average price of $9.35 per share. Subsequent to the end of the third quarter, repurchased an additional 486,000 shares at an average price of $9.80 per share
•Outstanding balance of $25.0 million of the $50.0 million credit facility as of September 30, 2024
•Won Casino Affiliate of the Year at the 2024 EGR Operator Awards
•Authorized an additional $10.0 million for the Company's share repurchase program on November 13

Three Months Ended September 30, 2024 Results Compared to Three Months Ended September 30, 2023

Revenue rose 37% year-over-year to a third quarter record $32.1 million. The Company delivered more than 116,000 NDCs to clients, a 35% year-over-year increase.

Gross profit increased 43% to $30.4 million, primarily as a result of strong revenue growth and a $0.5 million decrease in cost of sales related to the Company's media partnerships.

Total operating expenses increased 25% to $20.8 million, primarily as a result of increased people costs and higher amortization related to the acquisition of Freebets.com and related assets.

Net income attributable to shareholders increased $3.5 million to $8.5 million and net income per share was $0.24 compared to $0.13 in the prior year period. Adjusted net income rose 65% to $8.9 million and adjusted net income per share increased 79% to $0.25.

Adjusted EBITDA more than doubled to a quarterly record $12.6 million, reflecting an Adjusted EBITDA margin of 39% as compared to Adjusted EBITDA of $6.1 million and an Adjusted EBITDA margin of 26%, year-over-year.

Operating cash flow of $14.9 million compared to negative $0.7 million, which in the prior year period included contingent consideration payments of $2.9 million related to the BonusFinder acquisition. Free cash flow grew
2

to $14.2 million from $1.6 million primarily reflecting growth in net income and Adjusted EBITDA and positive working capital movements in the period.
2024 Outlook

Gambling.com Group today updated its 2024 full-year revenue and Adjusted EBITDA guidance. The Company now expects full year revenue of $125 million to $127 million and Adjusted EBITDA of $46.5 million to $48.5 million. The midpoints of the new full year revenue and Adjusted EBITDA guidance ranges represent year-over-year growth of 16% and 29%, respectively. The Company's updated outlook compares to the guidance provided on August 15, 2024 for revenue of $123 million to $127 million and Adjusted EBITDA of $44 million to $47 million.

The Company’s guidance assumes:

•No additional North American markets come online over the balance of 2024
•Apart from the completed acquisition of Freebets.com and related assets, no benefit from any additional acquisitions in 2024
•Full year cost of sales of approximately $7.5 million, of which $5.4 million was incurred in the first nine months of 2024
•An average EUR/USD exchange rate of 1.065 for the fourth quarter of 2024
Nine Months Ended September 30, 2024 vs. Nine Months Ended September 30, 2023 Financial Highlights
(USD in thousands, except per share data, unaudited)

Nine Months Ended September 30,Change
20242023%
Revenue91,874 76,122 21 %
Net income for the period attributable to shareholders (1)
22,746 11,886 91 %
Net income per share attributable to shareholders, diluted (1)
0.62 0.31 100 %
Net income margin (1)
25 %16 %
Adjusted net income for the period attributable to shareholders (1)(2)
23,821 19,493 22 %
Adjusted net income per share attributable to shareholders, diluted (1)(2)
0.65 0.51 27 %
Adjusted EBITDA (1)(2)
33,955 26,146 30 %
Adjusted EBITDA Margin (1)(2)
37 %34 %
Cash flows generated by operating activities23,936 10,950 119 %
Free Cash Flow (2)
28,417 16,694 70 %
__________
(1) For the nine months ended September 30, 2024, 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 acquisition of BonusFinder of $1.1 million, or $0.03 per share. Similarly, these adjustments totaled $7.4 million, or $0.20 per share, for the nine months ended September 30, 2023. 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:
Thursday, November 14, 2024, at 8:00 a.m. ET
Webcast:https://www.webcast-eqs.com/gamb20241114/en
U.S. Toll-Free Dial In:877-407-0890
International Dial In:1 201-389-0918
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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 fast-growing provider of digital marketing services for the global 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.
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 further expansion of our footprint in the online gaming ecosystem, whether we can achieve $100 million in annual Adjusted EBITDA, whether the North American market returns to growth in 2025, and our 2024 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, 2023 with the U.S. Securities and Exchange Commission (the “SEC”) on March 21, 2024, 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
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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.
5

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

The following table details the consolidated statements of comprehensive income for the three and nine months ended September 30, 2024 and 2023 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
20242023%%20242023%%
Revenue32,118 23,458 37 %35 %91,874 76,122 21 %21 %
Cost of sales(1,683)(2,136)(21)%(22)%(5,351)(4,023)33 %33 %
Gross profit30,435 21,322 43 %41 %86,523 72,099 20 %20 %
Sales and marketing expenses(10,815)(8,636)25 %24 %(31,021)(25,644)21 %21 %
Technology expenses(3,616)(2,525)43 %41 %(10,044)(7,229)39 %39 %
General and administrative expenses(6,041)(4,831)25 %23 %(18,582)(17,297)7 %8 %
Movements in credit losses allowance and write-offs(360)(615)(41)%(42)%(1,061)(1,382)(23)%(23)%
Fair value movement on contingent consideration — — — %— %— (6,939)(100)%(100)%
Operating profit9,603 4,715 104 %101 %25,815 13,608 90 %90 %
Finance income551 968 (43)%(44)%1,725 1,674 3 %3 %
Finance expenses(1,052)(373)182 %179 %(2,396)(1,356)77 %77 %
Income before tax9,102 5,310 71 %69 %25,144 13,926 81 %81 %
Income tax charge(593)(297)100 %97 %(2,398)(2,040)18 %18 %
Net income for the period attributable to shareholders8,509 5,013 70 %68 %22,746 11,886 91 %92 %
Other comprehensive income (loss)
Exchange differences on translating foreign currencies4,309 (2,777)(255)%(253)%794 (2,085)(138)%(138)%
Total comprehensive income for the period attributable to shareholders12,818 2,236 473 %466 %23,540 9,801 140 %140 %
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Consolidated Statements of Financial Position (Unaudited)
(USD in thousands)
SEPTEMBER 30,
2024		DECEMBER 31,
2023
ASSETS
Non-current assets
Property and equipment1,884 908 
Right-of-use assets5,062 1,460 
Intangible assets138,398 98,000 
Deferred tax asset6,792 7,134 
Total non-current assets152,136 107,502 
Current assets
Current tax asset229 — 
Trade and other receivables20,447 21,938 
Cash and cash equivalents15,723 25,429 
Total current assets36,399 47,367 
Total assets188,535 154,869 
EQUITY AND LIABILITIES
Equity
Share capital— — 
Capital reserve76,821 74,166 
Treasury shares(25,233)(3,107)
Share-based compensation reserve9,755 7,414 
Foreign exchange translation deficit(3,413)(4,207)
Retained earnings67,404 44,658 
Total equity125,334 118,924 
Non-current liabilities
Lease liability4,169 1,190 
Deferred tax liability2,258 2,008 
Borrowings21,524 — 
Total non-current liabilities27,951 3,198 
Current liabilities
Trade and other payables7,979 10,793 
Deferred income2,499 2,207 
Deferred consideration17,451 18,811 
Contingent consideration2,652 — 
Borrowings and accrued interest2,922 — 
Other liability— 308 
Lease liability1,246 533 
Income tax payable501 95 
Total current liabilities35,250 32,747 
Total liabilities63,201 35,945 
Total equity and liabilities188,535 154,869 
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Consolidated Statements of Cash Flows (Unaudited)
(USD in thousands)
Three months ended September 30,Nine Months Ended September 30,
2024202320242023
Cash flow from operating activities
Income before tax9,102 5,310 25,144 13,926 
Finance expense (income), net501 (596)671 (318)
Adjustments for non-cash items:
Depreciation and amortization1,801 495 4,046 1,520 
Movements in credit loss allowance and write-offs360 615 1,061 1,382 
Fair value movement on contingent consideration— — — 6,939 
Share-based payment expense1,180 696 3,737 2,790 
Income tax paid(131)26 (1,571)(1,763)
Payment of deferred consideration— (2,897)(7,156)(2,897)
Payment of contingent consideration— — — (4,621)
Cash flows from operating activities before changes in working capital12,813 3,649 25,932 16,958 
Changes in working capital
Trade and other receivables535 (5,235)571 (7,127)
Trade and other payables1,588 858 (2,567)1,044 
Inventories— 13 — 75 
Cash flows generated by operating activities14,936 (715)23,936 10,950 
Cash flows from investing activities
Acquisition of property and equipment(274)(90)(1,188)(294)
Acquisition of intangible assets(469)— (21,074)(388)
Capitalization of internally developed intangibles(422)(514)(1,487)(1,480)
Interest received from bank deposits14 90 118 169 
Payment of deferred consideration— (2,543)(10,044)(4,933)
Payment of contingent consideration— — — (5,557)
Cash flows used in investing activities(1,151)(3,057)(33,675)(12,483)
Cash flows from financing activities
Exercise of options697 106 1,254 106 
Treasury shares acquired(12,445)— (22,195)(759)
Repayment of borrowings(20,560)— (20,560)— 
Proceeds from borrowings27,560 — 45,560 — 
Transaction costs related to borrowings— — (847)— 
Interest payment attributable to third party borrowings(371)— (545)— 
Interest payment attributable to deferred consideration settled— — (1,382)(110)
Principal paid on lease liability(229)(105)(483)(304)
Interest paid on lease liability(83)(40)(172)(127)
Cash flows generated by (used in) financing activities(5,431)(39)630 (1,194)
Net movement in cash and cash equivalents8,354 (3,811)(9,109)(2,727)
Cash and cash equivalents at the beginning of the period7,523 31,311 25,429 29,664 
Net foreign exchange differences on cash and cash equivalents(154)(616)(597)(53)
Cash and cash equivalents at the end of the period15,723 26,884 15,723 26,884 
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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 (unaudited):

Three Months Ended September 30,Reporting Currency ChangeConstant Currency ChangeNine Months Ended September 30,Reporting Currency ChangeConstant Currency Change
20242023%%20242023%%
Net income for the period attributable to shareholders8,509 5,013 70 %68 %22,746 11,886 91 %92 %
Weighted-average number of ordinary shares, basic35,592,25237,402,935(5)%(5)%36,466,39136,988,690(1)%(1)%
Net income per share attributable to shareholders, basic0.24 0.13 85 %71 %0.62 0.32 94 %94 %
Net income for the period attributable to shareholders8,509 5,013 70 %68 %22,746 11,886 91 %92 %
Weighted-average number of ordinary shares, diluted35,833,76738,711,429(7)%(7)%36,750,15038,176,200(4)%(4)%
Net income per share attributable to shareholders, diluted0.24 0.13 85 %85 %0.62 0.31 100 %100 %
Disaggregated Revenue
Revenue is disaggregated based on how the nature, amount, timing and uncertainty of the revenue and cash flows are affected by economic factors.
The Company presents revenue as disaggregated by market based on the location of end user as follows:
Three Months Ended September 30,ChangeNine Months Ended September 30,Change
202420232024 vs 2023202420232024 vs 2023
North America12,803 12,903 (1)%39,877 40,407 (1)%
UK and Ireland9,800 6,858 43 %28,631 23,749 21 %
Other Europe6,770 2,320 192 %16,557 7,902 110 %
Rest of the world2,745 1,377 99 %6,809 4,064 68 %
Total revenues32,118 23,458 37 %91,874 76,122 21 %
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The Company presents disaggregated revenue by monetization type as follows:
Three Months Ended September 30,ChangeNine Months Ended September 30,Change
202420232024 vs 2023202420232024 vs 2023
Performance marketing25,082 18,232 38 %72,674 60,769 20 %
Subscription & content syndication2,272 2,104 8 %6,176 5,678 9 %
Advertising & other4,764 3,122 53 %13,024 9,675 35 %
Total revenues32,118 23,458 37 %91,874 76,122 21 %
The Company also tracks its revenues based on the product type from which it is derived. Revenue disaggregated by product type was as follows:
Three Months Ended September 30,ChangeNine Months Ended September 30,Change
202420232024 vs 2023202420232024 vs 2023
Casino24,835 15,190 63 %66,707 49,803 34 %
Sports6,830 7,930 (14)%24,156 25,518 (5)%
Other453 338 34 %1,011 801 26 %
Total revenues32,118 23,458 37 %91,874 76,122 21 %
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. The unwinding of deferred and contingent consideration during the three and nine months ended September 30, 2024 is mainly associated with the unwinding of the discount applied to the valuation of deferred and contingent consideration for the acquisition of the Freebets.com Assets. The unwinding of deferred consideration and employee bonuses incurred until April 2024 relate to the Company’s acquisition of Roto Sports and BonusFinder. See Note 5 of the consolidated financial statements for the year ended December 31,
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2023 filed on March 21, 2024 for a description of the contingent and deferred considerations associated with our 2022 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 and for the period specified stated in the Company's reporting currency and constant currency (unaudited):
Reporting CurrencyConstant CurrencyReporting CurrencyConstant Currency
Three months ended September 30,ChangeChangeNine Months Ended September 30,ChangeChange
20242023%%20242023%%
Revenue32,11823,45837 %35 %91,87476,12221 %21 %
Net income for the period attributable to shareholders8,5095,01370 %68 %22,74611,88691 %92 %
Net income margin26 %21 %25 %16 %
Net income for the period attributable to shareholders8,5095,01370 %68 %22,74611,88691 %92 %
Fair value movement on contingent consideration (1)——— %— %—6,939(100)%(100)%
Unwinding of deferred consideration (1)39631625 %23 %1,075425153 %153 %
Employees' bonuses related to acquisition(1)
—78(100)%(100)%—243(100)%(100)%
Adjusted net income for the period attributable to shareholders8,9055,40765 %63 %23,82119,49322 %22 %
Net income per share attributable to shareholders, basic0.240.1385 %71 %0.620.3294 %94 %
Effect of adjustments for fair value movements on contingent consideration, basic0.000.00— %— %0.000.19(100)%(100)%
Effect of adjustments for unwinding on deferred consideration, basic0.010.01— %— %0.030.01200 %200 %
Effect of adjustments for bonuses related to acquisition, basic0.000.00— %— %0.000.01(100)%(100)%
Adjusted net income per share attributable to shareholders, basic0.250.1479 %67 %0.650.5323 %23 %
Net income per share attributable to ordinary shareholders, diluted0.240.1385 %85 %0.620.31100 %100 %
Adjusted net income per share attributable to shareholders, diluted0.250.1479 %79 %0.650.5127 %27 %
__________
(1) There is no tax impact from fair value movement on contingent consideration, unwinding of deferred consideration or employee bonuses related to acquisition.


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EBITDA, Adjusted EBITDA and Adjusted EBITDA Margin
EBITDA is a non-IFRS financial measure defined as earnings excluding interest, income tax (charge) credit, depreciation, and amortization. Adjusted EBITDA is a non-IFRS financial measure defined as EBITDA adjusted to exclude the effect of non-recurring items, significant non-cash items, share-based payment expense, foreign exchange gains (losses), fair value of contingent consideration, and other items that our board of directors believes do not reflect the underlying performance of the business, including acquisition related expenses, such as acquisition related costs and bonuses. Adjusted EBITDA Margin is a non-IFRS measure defined as Adjusted EBITDA as a percentage of revenue.
We believe Adjusted EBITDA and Adjusted EBITDA Margin are useful to our management team as a measure of comparative operating performance from period to period as those measures remove the effect of items not directly resulting from our core operations including effects that are generated by differences in capital structure, depreciation, tax effects and non-recurring events.
While we use Adjusted EBITDA and Adjusted EBITDA Margin as tools to enhance our understanding of certain aspects of our financial performance, we do not believe that Adjusted EBITDA and Adjusted EBITDA Margin are substitutes for, or superior to, the information provided by IFRS results. As such, the presentation of Adjusted EBITDA and Adjusted EBITDA Margin is not intended to be considered in isolation or as a substitute for any measure prepared in accordance with IFRS. The primary limitations associated with the use of Adjusted EBITDA and Adjusted EBITDA Margin as compared to IFRS results are that Adjusted EBITDA and Adjusted EBITDA Margin as we define them may not be comparable to similarly titled measures used by other companies in our industry and that Adjusted EBITDA and Adjusted EBITDA Margin may exclude financial information that some investors may consider important in evaluating our performance.
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 (unaudited):
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Reporting CurrencyConstant CurrencyReporting CurrencyConstant Currency
Three Months Ended September 30,ChangeChangeNine Months Ended September 30,ChangeChange
20242023%%20242023%%
(USD in thousands)(USD in thousands)
Net income (loss) for the period attributable to shareholders8,5095,01370 %68 %22,74611,88691 %92 %
Add back (deduct):
Interest expenses on borrowings and lease liability 450 40 1025 %1000 %929 127 631 %637 %
Interest income(14)(90)(84)%(85)%(118)(169)(30)%(30)%
Income tax charge 593 297 100 %97 %2,398 2,040 18 %18 %
Depreciation expense111 63 76 %73 %252 183 38 %38 %
Amortization expense1,690 432 291 %287 %3,794 1,337 184 %184 %
EBITDA11,339 5,755 97 %95 %30,001 15,404 95 %95 %
Share-based payment and related expense1,180 696 70 %67 %3,737 2,790 34 %34 %
Fair value movement on contingent consideration— — — %— %— 6,939 (100)%(100)%
Unwinding of deferred consideration396 316 25 %23 %1,075 425 153 %153 %
Foreign currency translation losses (gains), net(385)(878)(56)%(57)%(1,308)(775)69 %69 %
Other finance results54 17 218 %218 %93 74 26 %27 %
Secondary offering related costs— — — %— %— 733 (100)%(100)%
Acquisition related costs (1)
— 70 (100)%(100)%357 313 14 %14 %
Employees' bonuses related to acquisition— 78 (100)%(100)%— 243 (100)%(100)%
Adjusted EBITDA12,584 6,054 108 %105 %33,955 26,146 30 %30 %

__________
(1) The acquisition costs are related to historical and contemplated business combinations of the Group.

Below is the Adjusted EBITDA Margin calculation for the period specified stated in the Company's reporting currency and constant currency (unaudited):
Reporting CurrencyConstant CurrencyReporting CurrencyConstant Currency
Three Months Ended September 30,ChangeChangeNine Months Ended September 30,ChangeChange
20242023%%20242023%%
(USD in thousands, except margin)(in thousands USD, except margin)
Revenue32,11823,45837 %35 %91,87476,12221 %21 %
Adjusted EBITDA12,5846,054108 %105 %33,95526,14630 %30 %
Adjusted EBITDA Margin39 %26 %37 %34 %
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
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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 less capital expenditures. In the second quarter of 2024, the Company changed its definition of free cash flow to exclude from capital expenditures the cash flows related to asset acquisitions, in addition to cash flows related to business combinations. Previously, cash flows related to business combinations but not assets acquisitions were excluded from capital expenditures. The Company believes that this more appropriately reflects the measurement of free cash flow as it includes capital expenditures related to internal development, ongoing maintenance and acquisition of property and equipment in the ordinary course of business but excludes discretionary acquisitions.
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 payments and other obligations or payments made for acquisitions. Free Cash Flow as we define it also may not be comparable to similarly titled measures used by other companies in the online gambling affiliate industry.
Below is a reconciliation to Free Cash Flow from cash flows generated by operating activities as presented in the Consolidated Statement of Cash Flows for the period specified in the Company's reporting currency (unaudited):
Three Months Ended September 30,ChangeNine Months Ended September 30,Change
20242023%20242023%
(in thousands USD, unaudited)(USD in thousands, unaudited)
Cash flows generated by operating activities14,936 (715)2189 %23,936 10,950 119 %
Adjustment for items presented in operating activities:
Payment of contingent consideration
— — — %— 4,621 (100)%
Payment of deferred consideration— 2,897 (100)%7,156 2,897 147 %
Adjustment for items presenting in investing activities:
Capital Expenditures (1)
(696)(604)15 %(2,675)(1,774)51 %
Free Cash Flow14,240 1,578 802 %28,417 16,694 70 %
__________
(1) Capital expenditures are defined as the acquisition of property and equipment, and capitalized research and development costs, and excludes cash flows related to acquisitions accounted for as business combinations and asset acquisitions, as described above. Accordingly, capital expenditures presented above for the nine months ended September 30, 2024 and 2023 exclude $21.1 million (related to the Freebets.com and other asset acquisitions) and $0.4 million, respectively.


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