CLIQ Digital AG

Earnings Release • May 8, 2024

1Q/2024 Financial report

• unaudited -

1Q 2024 key financials

Business development

Revenue breakdown Cash position

Sales & earnings	1Q 2024	4Q 2023
Revenue	73.0	84.1
Customer acquisition costs for the period	-31.3	-34.2
EBITDA	1.9	11.8
EBITDA margin (in %)	3%	14%
EBIT	0.6	10.3
EBIT margin (in %)	1%	12%
Basic earnings per share	0.02	1.07
Diluted earnings per share	0.02	1.06
Cash flow	1Q 2024	4Q 2023
Cash flow from operating activities	-1.4	6.5
Cash flow from investing activities	-2.3	-2.6
Operating free cash flow	-3.7	3.9
Cash flow from fi nancing activities	-1.5	-0.4
Total cash flow	-5.2	3.5
KPIs	1Q 2024	4Q 2023
Unique paid memberships (in millions)	1.1	1.2
Exp, avg, lifetime value of a customer (in €)	81	87
Lifetime Value of Customer Base	136	164
Total customer acquisition costs	29.3	35.4
Balance sheet	3/31/2024	12/31/2023
Equity	102.3	103.1
TotaI assets	152.5	154.7
Equity ratio (in %)	67%	67%
Net financial debt (-)/ net liquidity (+)	10.5	15.7
Human resources	3/31/2024	12/31/2023
Full-time employees	141	147
Part-time employees	21	23
Total employees	162	170
Shares	3/31/2024	12/31/2023
Share price (in €)	15.94	19.88
Numbers of shares	6,443,914	6,508,714
Market capitalisation	102.7m	122.1m

Management Statement

"The Group's performance in the first quarter was more disappointing than originally expected. Tougher market conditions, weaker sales and special items for the Group-wide transformation programme led primarily to the poor results."

Business development

Group-wide transformation programme

The Group has initiated a Group-wide transformation programme ("Fit for Future") to improve both its cost eciencies and productivity gains. The main objective of the programme is to fundamentally transform the Group to become more focused, streamlined, and goal-driven. As an initial cost-savings measure and to improve the strategic alignment of the business operations towards bundled-content streaming services, the U.K. oce was closed during the first quarter 2024. Productivity gains will be generated by fully focussing on operational improvements required across the Group. The Group will focus on new marketing channels (the "Magnificent Seven") to adopt new and innovative marketing approaches to generate sales and earnings.

Revenue

Revenue in the first quarter 2024 (01/01 – 31/03/2024) of the CLIQ Digital Group (hereaer referred to as the "Group") decreased quarter-on-quarter by 13% to €73.0 million (4Q 2023: €84.1 million) mainly due to a higher-than-expected churn rate of members as the result of a more widespread refund programme of the credit card companies. Furthermore, a lower lifetime value of new members led to less sales.

Revenue in North America and Europe declined quarter-on-quarter. However, sales growth in Asia was very strong since the market entry last year.

In millions of €	1Q 2024	4Q 2023	Q/Q ∆
Revenue	73.0	84.1	-13%
of which generated by:
Bundled-content streaming services	70.3	80.2	-12%
Single-content streaming services	2.7	3.9	-30%
Regional split:
North America	48.5	54.1	-10%
Europe	17.6	25.0	-30%
Latin America	3.5	3.3	8%
ROW	3.4	1.7	103%

In 1Q 2024, bundled-content streaming services constituted 96% of total Group revenue (4Q 2023: 95%), which reflected the Group's focus on selling bundled-content streaming services. The regions North America and Europe constituted 66% and 24% of total revenue respectively.

Customer acquisition costs

The customer acquisition costs for the period consist of the total customer acquisition costs, capitalised customer acquisition costs (contract costs) and amortised contract costs related to the revenue recognised in the period.

In millions of €	1Q 2024	4Q 2023	Q/Q ∆
Total customer acquisition costs	-29.3	-35.4	-17%
Capitalised customer acquisition costs (contract costs)	29.1	35.2	-18%
Amortised contract costs	-31.1	-34.1	-9%
Customer acquisition costs for the period	-31.3	-34.2	-9%
in % of revenue	43%	41%

The customer acquisition costs for the period amounted to €31.3 million (4Q 2023: €34.2 million), which as a percentage of revenue was 43% (4Q 2023: 41%). The higher customer acquisition costs for the period in per cent of revenue reflected tougher market conditions, which led to a higher churn rate than anticipated that resulted in higher reported amortisation of contract costs in the period.

EBITDA

In the first three months of 2024, EBITDA before special items amounted to €5.3 million, resulting in a margin of 7.3% compared to 14.0% in 4Q 2023. The lower EBITDA quarter-on-quarter was mainly due to the decrease in sales. The higher churn rate of members also resulted in an increase in the Other Cost of Sales from increased refund-related costs. Reported EBITDA decreased to €1.9 million. Included therein are €3.5 million special items relating to the Group's transformation programme, including the closure of the U.K. oce and the hiring of additional contract workers for technology integration and optimisation as well as for a Group tax optimisation programme.

Profit for the period and earnings per share

Adjusted for special items, profit for the first quarter was 63% lower than in prior year's last quarter and totalled €2.6 million (4Q 2023: €7.0 million). Adjusted basic EPS for the first three months decreased by 62% quarter-on-quarter and was €0.40 in comparison to €1.07 in 4Q 2023. Reported profit for the period was €0.1 million with €0.02 basic EPS.

Share buyback programme

During the reporting period the company repurchased 64,800 treasury shares at an average share price of €17.50, which equalled 10.0% of the maximum buyback volume and 1.0% of the total share capital.

From 16 April until 3 May 2024 (included), CLIQ repurchased further 46,578 treasury shares at an average share price of €15.21.

Please note: Following common practice, the share buyback programme was suspended in the context of the Annual General Meeting between 2 April until the dividend payment date 15 April (included).

Operational indicators

The number of unique paid memberships for bundled- and single-content streaming services decreased to 1.1 million (31/12/2023: 1.2 million).

The expected average lifetime value of a customer (LTV) for bundled and single-content services was €81 in 1Q 2024 (4Q 2023: €87). The quarter-on-quarter decrease was mainly due to the higher churn rate of members.

The Lifetime Value of Customer Base (LTVCB) totalled €136 million (31/12/2023: €164 million) at the end of March 2024. The LTVCB is calculated by multiplying the number of members by their individual remaining lifetime value and represents the total revenue that is expected to be generated by existing members. The drop was related to the higher-than-anticipated churn of the existing member base.

Cash flow

In the first quarter 2024, operating free cash flow was -€3.7 million (4Q 2023: €3.9 million generated). Operating free cash flow is defined as the sum of net cash generated by operating and investing activities, i.e. before cash flow from financing activities.

The cash outflow from operating activities during the first three months of 2024 amounted to €1.4 million (cf. €6.5 million inflow in 4Q 2023). This decrease in cash flow from operating activities was due mainly to the lower EBITDA for the period as well as a timing dierence in payments caused by bank holidays at the end of the period.

The 1Q 2024 cash outflow from investing activities amounted to €2.3 million compared to €2.6 million in 4Q 2023 and was largely related to payments for licensed content as well as to investments in platform and technical developments.

The cash flow from financing activities during 1Q 2024 was an outflow of €1.5 million (4Q 2023: €0.1 million outflow) and included €1.1 million cash outflow for the share buyback programme.

in millions of €	1Q 2024	4Q 2023
EBITDA before special items	5.3	11.8
Special items	-3.5	-
∆ Contract costs	2.0	-1.2
∆ Other working capital	-5.8	-4.8
Taxes, financial result & others	0.7	0.6
Cash flow from operating activities	-1.4	6.5
Cash flow from investing activities	-2.3	-2.6
Operating free cash flow	-3.7	3.9
Cash flow from financing activities	-1.5	-0.4
Cash flow for the period	-5.2	3.4

Cash position

As at 31 March 2024, the net cash position of the Group was:

Cash & cash equivalents	10.5	15.7	-5.2
Bank borrowings	-	-	-
Net cash position	10.5	15.7	-5.2

Aer neing cash and cash equivalents with bank borrowings, net cash decreased to €10.5 million compared with a net cash position of €15.7 million as at 31/12/2023.

Opportunities and risks

The risks and opportunities as described in chapter 5 of the Group Management Report in the Annual Report 2023 are still applicable. Taking into account the respective probability of occurrence and the potential impact of the risks described in the annual report 2023, no risks were identified that could threaten CLIQ Digital AG as a going concern.

Outlook

Based on the first quarter 2024 results, stable exchange rates and no adjustments to the Group's portfolio, the Management Board now expects organic Group sales in the full year 2024 to be between €300 and €330 million (previously: €360 and €380 million), total customer acquisition costs of between €120 and €140 million (previously: €150 and €170 million), and EBITDA is forecast to range between €26 and €30 million (previously: €52 and €58 million).

Unaudited condensed consolidated statement of profit and loss for the three month ended 31 March

in EUR thousand	Note	3M 2024	3M 2023
Revenue	5	73,006	82,868
Cost of Sales	6	-59,914	-61,303
Gross Profit		13,092	21,565
Personnel expenses	7	-7,721	-6,601
Other operating expenses		-3,147	-2,114
Impairment losses and gains on trade receivables and contract costs		-368	-63
Total operating expenses		-11,237	-8,777
EBITDA		1,855	12,788
Depreciation. amortisation and impairment charges applied to intangible, tangible and other current assets	8	-1,298	-873
EBIT		557	11,915
Financial income and financial expenses	9	70	-451
Profit before tax		626	11,463
Income taxes	10	-513	-3,248
Profit for the year		114	8,215
Aributable to:
Owners of the Company		114	8,215
Non-controlling interest		-	-
Profit for the year		114	8,215
Earnings per share
Basic earnings per share (in EUR)		0.02	1.26
Diluted earnings per share (in EUR)		0.02	1.25

Unaudited condensed consolidated statement of profit and loss and other comprehensive income for the three month ended 31 March

in EUR thousand	3M 2024	3M 2023
Items that may be reclassified subsequently to profit or loss:
Exchange dierences on translating foreign operations	-	31
TOTAL OTHER COMPREHENSIVE INCOME FOR THE YEAR	-	31
PROFIT FOR THE YEAR	114	8,215
TOTAL COMPREHENSIVE INCOME FOR THE YEAR	114	8,246
Aributable to:
Shareholders of the company	114	8,246
Non-controlling interest	-	-
TOTAL COMPREHENSIVE INCOME FOR THE YEAR	114	8,246

Unaudited condensed consolidated statement of the financial position

in EUR thousand	Note	3/31/2024	12/31/2023
ASSETS
NON-CURRENT ASSETS
Goodwill	11	47,515	47,515
Other intangible assets	12	12,442	12,134
Property, Operating and o ce equipment	13	3,623	3,979
Contract costs		1,394	2,581
Other non-current assets	14	1,935	1,971
Deferred tax assets		1,506	1,683
Total non-current assets		68,416	69,864
CURRENT ASSETS
Trade receivables		26,284	20,546
Contract costs		45,830	46,616
Other assets		1,458	1,915
Cash and cash equivalents		10,467	15,737
Total current assets		84,038	84,812

Total assets	152,455	154,677

in EUR thousand	Note	3/31/2024	12/31/2023
EQUITY AND LIABILITIES
Equity
Issued capital		6,444	6,509
Share premium		56,989	58,053
Retained earnings		36,683	36,569
Other reserves		2,274	2,046
Equity aributable to the Shareholders		102,389	103,177
Non-controlling interest		-93	-93
Total equity		102,296	103,084
LIABILITIES
Non-current liabilities
Deferred tax liabilities		13,808	14,309
Other Financial liabilities	15	2,726	2,969
Other liabilities		407	423
Total non-current liabilities		16,941	17,700
Current liabilities
Other Financial liabilities	15	1,329	1,410
Provisions		375	375
Trade payables		11,258	13,086
Income tax liabilities		6,902	6,886
Other liabilities		13,355	12,136
Total current liabilities		33,219	33,892
Total liabilities		50,159	51,593
Total equity and liabilities		152,455	154,677

Unaudited condensed consolidated statement of changes in equity for the three months ended 31 March

						Non-con
	Issued	Share	Retained	Other		trolling	Total
in EUR thousand	capital	premium	earnings	reserves	Total	interest	equity
Balance as of 31 December 2023	6,509	58,053	36,569	2,046	103,177	-93	103,084
Net profit / loss for the period	-	-	114	-	114	-1	113
Other comprehensive income	-	-	-	-	-103	-	-103
Equity-seled share-based payments	-	-	-	330	330	-	330
Shares buyback	-65	-1,064	-	-	-1,129	-	-1,129
Balance as of 31 March 2024	6,444	56,989	36,683	2,274	102,389	-94	102,296

Unaudited consolidated cash flow statement for the three months ended 31 March

In EUR thousand	Note	3M 2024	3M 2023
Cash flow from operating activities
Profit before tax		626	11,462
Net (gain)/loss arising on financial liabilities designated as at fair value through profit and loss	9	-8	-
Financial income and expenses recognized in profit or loss	9	-62	451
Equity-seled share based payment transactions		330	122
Depreciation and amortization of non-current assets	12. 13	2,383	1,654
		3,270	13,690
Changes in working capital		-3,883	-8,812
(Increase)/decrease in contract costs		1,973	-3,449
(Increase)/decrease in trade receivables and other current assets		-5,273	-5,559
Increase/(decrease) in current liabilities		-583	196
Cash generated from operations		-613	4,877
Income taxes (paid)/received		-819	-657
Interest (paid)/received		72	-67
Net cash generated from operating activities		-1,360	4,153
Payments for property, plant and equipment	13	-9	-28
Payments for intangible fixed assets	12	-2,326	-2,531
Sales/ (Acquisition) of other investments		-	-199
Net cash used in investing activities		-2,335	-2,758

In EUR thousand	Note	3M 2024	3M 2023
Cash flow from financing activities
Transaction costs related to loans and borrowings		17	-
Lease instalments paid		-358	-379
Share buyback		-1,129	-
Net cash used in financing activities		-1,470	-378
Total cash flow		-5,165	1,017
Cash and cash equivalents at the beginning of the year		15,737	9,900
Total cash flow		-5,165	1,017
Eects of exchange rate changes on the balance of cash held in foreign currencies		-104	-12
Cash and cash equivalents at the end of the year		10,467	10,905
Cash and bank balances		10,467	10,905
Bank borrowing overdra facility		-	-
Cash and cash equivalents in cash flow statement		10,467	10,905

1 Corporate information

The CLIQ Digital Group is a leading online performance marketing company selling subscription-based streaming services that bundle movies & series, music, audiobooks, sports and games to consumers worldwide. The Group licenses streaming content from partners, bundles it and sells the content through its numerous streaming services. Over the years, CLIQ Digital has become a specialist in online advertising and creating streaming services that are advertised towards specific consumer groups. CLIQ Digital operates in over 40 countries and employed 170 sta from 40 dierent nationalities as at 31 December 2023. The company is headquartered in Düsseldorf and has oces in Amsterdam, Paris and Toronto.

CLIQ Digital is listed in the Scale segment of the Frankfurt Stock Exchange (ISIN: DE000A35JS40, GSIN/WKN: A35JS4) and is a constituent of the MSCI World Micro Cap Index. Pursuant to Section 2 (5) of the German Securities Trading Act (WpHG), the Open Market does not constitute an organised or regulated market. The basis for the inclusion of securities in the Open Market are the guidelines for the Regulated Unocial Market of Deutsche Börse AG. As a result, CLIQ Digital AG is not a capital market-orientated company pursuant to Section 264d of the German Commercial Code (HGB) and is also not obligated pursuant to Section 315e of the German Commercial Code (HGB) to prepare consolidated financial statements on the basis of the International Financial Reporting Standards (IFRS) as applicable in the EU. CLIQ Digital AG is obligated to prepare consolidated financial statements in accordance with German accounting standards. However, an exemption is possible if the company prepares consolidated financial statements according to IFRS.

The period for the Group's condensed consolidated interim financial statement starts on 1 January and ends on 31 March of each calendar year. This condensed consolidated interim financial statements are prepared in euros, which is the functional and reporting currency of CLIQ Digital Group. Reporting is in thousands of euros (in '000 €) unless otherwise stated.

2 Basis of preparation and changes to the Group´s accounting policies

The condensed consolidated interim financial statements for the three months ended 31 March 2024 have been prepared in accordance with IAS 34 Interim Financial Reporting and should be read in conjunction with the Group's last annual consolidated financial statements as at and for the year ended 31 December 2023 ('last annual financial statements'). They do not include all of the information required for a complete set of IFRS financial statements. However, selected explanatory notes are included to explain events and transactions that are significant to an understanding of the changes in the Group's financial position and performance since the last annual financial statements. The accounting policies adopted in the preparation of the condensed consolidated interim financial statements are consistent with those followed in the preparation of the Group's last annual financial statements.

3 Scope of consolidation

Set out below is a list of subsidiaries of CLIQ Digital Group which have been included in the condensed consolidated interim financial statements as per the reporting period and showing the proportion of ownership interest and voting power held by the Group.

Name of subsidiary	Place of incorporation and operation	31 Mar 2024	31 Dec 2023
Principal companies
Cliq B.V.	Amsterdam, The Netherlands	100%	100%
CMind B.V.	Amsterdam, The Netherlands	100%	100%
CPay B.V.	Amsterdam, The Netherlands	100%	100%
iDNA B.V.	Amsterdam, The Netherlands	100%	100%
Germany
Cliq GmbH	Düsseldorf, Germany	100%	100%
France
Tornika S.A.S.	Paris, France	100%	100%
Other companies
ADGOMO Limited	Witney, United Kingdom	100%	100%
C Formats GmbH	Düsseldorf, Germany	100%	100%
Claus Mobi GmbH	Düsseldorf, Germany	100%	100%
Cliq Games B.V.	Amsterdam, The Netherlands	60%	60%
Cructiq AG	Baar, Switzerland	100%	100%
Luboka Media Limited	Witney, United Kingdom	100%	100%
Memtiq B.V.	Amsterdam, The Netherlands	100%	100%
Red27 Mobile Limited	Witney, United Kingdom	100%	100%
Rheinkra Production GmbH	Düsseldorf, Germany	100%	100%
The Mobile Generation Americas Inc.	Toronto, Canada	100%	100%
Tornika Media B.V.	Amsterdam, The Netherlands	100%	100%
Universal Mobile Enterprises Limited	Witney, United Kingdom	100%	100%
Zimiq GmbH	Düsseldorf, Germany	100%	100%
Holding, inactive and closed companies
Cliq Holding B.V. (formerly Cliq UK Holding B.V.)	Amsterdam, The Netherlands	100%	100%
Moonlight Mobile Limited	Witney, United Kingdom	100%	100%
Bob Mobile Hellas S.A.	Aiki, Greece	100%	100%
Booster Media Limited	Witney, United Kingdom	100%	0%
Bunkr Technologies S.A.S.	Vincennes, France	80%	80%
Netacy Inc. (Liquidated as per 4 January, 2024)	Dover, USA	0%	100%

4 Use of judgements and estimates

In the application of the Group's accounting policies, which are described in Note 2, the Board Members of the Company are required to make judgements, estimates and assumptions about the carrying amounts of assets and liabilities that are not readily apparent from other sources. The estimates and associated assumptions are based on historical experience and other factors that are considered to be relevant to the balance sheet date. Actual results may dier from these estimates.

The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised in the period in which the estimate is revised if the revision aects only that period, or in the period of the revision and future periods if the revision aects both current and future periods.

5 Revenue

The Group derives revenue from services at a point in time for the following services:

In EUR thousand	3M 2024	3M 2023
Digital entertainment services	73,006	82,868
Total gross revenue	73,006	82,868

In the following table revenue from contracts with customers is disaggregated by geographical market:

Total gross revenue	73,006	82,868
ROW	3,372	2,261
Latin America	3,543	2,960
North America	48,487	44,267
Europe	17,604	33,380
In EUR thousand	3M 2024	3M 2023

6 Cost of sales

The cost of sales are composed as follows:

In EUR thousand	3M 2024	3M 2023
Total customer acquisition costs	29,339	32,910
Capitalised customer acquisition costs (contract costs)	-29,089	-32,392
Amortised contract costs	31,053	28,943
Customer acquisition costs for the period	31,303	29,461
Third party costs	10,606	13,812
Other COS	18,005	18,031
Total	59,914	61,303

7 Personnel expenses

The personnel expenses are composed as follows:

Total	7,721	6,601
Other	113	135
Hired sta and related costs	877	255
Share-based payment arrangements	127	853
Social security contributions	694	494
Pension contributions	3	20
Wages and salaries	5,907	4,843
In EUR thousand	3M 2024	3M 2023

7.1 Employees

The average number of employees during the financial period was as follows:

	3M 2024	3M 2023
Employees (average full-time equivalent)	165.8	164.8
Full-time employees (average headcount)	147.3	143.0
Part-time employees (average headcount)	23.0	27.0
Employees (average headcount)	170.3	170.0

8 Depreciation, amortisation and impairment charges

In EUR thousand	3M 2024	3M 2023
Other intangible assets	933	499
Right of Use Assets	257	265
Plant. operating and o ce equipment	109	109
Total	1,298	873

9 Financial income and financial expenses

In EUR thousand	3M 2024	3M 2023
Financial income
Interest income	131	-
Fair value movements on financial liabilities designated as FVTPL	8	-
	139	-
Financial expenses
Interest on bank overdras and loans	-24	-40
Amortization capitalized finance expenses	-10	-53
Interest expense on lease liabilities	-42	-51
Exchange results	42	-178
Bank costs	-22	-95
Other financial expenses	-12	-35
Fair value movements on financial liabilities designated as FVTPL	-	-
	-69	-451
Total financial income and financial expenses	70	-451

10 Corporate income tax

Income tax expense is recognised at an amount determined by multiplying the profit (loss) before tax for the reporting period by management's best estimate of the weighted-average annual income tax rate expected for the full financial year, adjusted for the tax eect of certain items recognised in full in the period. To allocate profit and losses and determine in which countries it should be taxed, the Group applies a transfer pricing policy which is reviewed and when necessary revised on an annual basis. The income taxes recognised in the interim financial statements are based on the same transfer pricing policy as in the last annual financial statements. As such, the eective tax rate in the interim financial statements may dier from management's estimate of the eective tax rate for the annual financial statements.

All deferred taxes on temporary dierences were calculated, as in the previous year, on the basis of a combined 31.2% tax rate for Germany, 25.8% tax rate for The Netherlands and the applicable tax rate for other foreign jurisdictions.

10.1 Reconciliation of the eective tax rate

In EUR thousand	DE	NL	Other	3M 2024
Profit before tax	-1,057	1,507	176	626
Nominal tax rate	31.2%	25.8%	25.1%	31.2%
Income tax calculated at nominal rate	330	-389	-45	-196
Eects of dierent tax rates of subsidiaries operating in other jurisdictions	-	-	-	2,766
Expenses share option plan which are not tax deductible	-117	-	-	-117
Recognition of previously unrecognized (derecognition of previously recognized) tax losses	-295	-	-	-295
Tax results from previous years	1	-	-	1
Fair value movements related to contingent considerations arrangements from acquisitions	3	-	-	3
Income tax expense in profit or loss account (e ective)	-78	-389	-46	-513
E ective tax rate	-7.4%	25.8%	26.1%	81.8%

11 Goodwill

11.1 Reconciliation of carrying amount of goodwill

In EUR thousand	3/31/2024	12/31/2023
Cost	47,621	47,621
Accumulated impairment losses	-106	-106
Caarying amount goodwill	47,515	47,515
In EUR thousand	31 Mar 2024	31 Dec 2023
Cost
Opening balance at 1 January	47,621	47,621
Acquisition through business combination	-	-
Disposals	-	-
Eect of foreign currency exchange dierences	-	-
Closing balance at reporting date	47,621	47,621
Accumulated impairment losses
Opening balance at 1 January	-106	-106
Impairment	-	-
Eect of foreign currency exchange dierences	-	-
Closing balance at reporting date	-106	-106
Closing balance at reporting date	47,515	47,515

12 Other intangible assets

The other intangible assets consist of the following assets as at 31 March 2024:

	Licenses and	Internally generated intangible
In EUR thousand	trademarks	assets	Total
Cost
31 December 2023	5,339	12,594	17,932
Additions	1,470	856	2,326
Disposals	-741	-189	-930
31 March 2024	6,067	13,262	19,329
Accumulated depreciation and impairment losses
31 December 2023	2,162	145	2,306
Amortization in the financial year	1,085	933	2,018
Disposals	-741	-189	-930
31 March 2024	3,036	3,851	6,887
Carrying amount 31 December 2023	2,646	9,488	12,134
Carrying amount 31 March 2024	3,031	9,411	12,442

13 Plant, operating and oce equipment

The property, plant and equipment consist of the following assets as at 31 March 2024:

	Plant. operating and
	o ce	Right of Use
In EUR thousand	equipment	Assets	Total
Cost
31 December 2023	1,793	4,914	6,707
Additions	9	-	9
Disposals	-14	-	-14
31 March 2024	1,788	4,914	6,702
Amortization and impairment losses
31 December 2023	884	1,844	2,728
Amortization in the financial year	109	257	365

Disposals	-14	-	-14
31 March 2024	978	2,100	3,079
Carrying amount 31 December 2023	909	3,070	3,979
Carrying amount 31 March 2024	809	2,814	3,623

13.1 Right of use assets

The right of use asset relates to the rental agreements signed by the Group. The right of use asset is depreciated using the straight-line method and based on the contractual term of the rental agreement.

14 Other non-current assets

In EUR thousand	3/31/2024	12/31/2023
Foreign currency forwards	-37	-
Blacknut S.A.S	1,572	1,572
Dreamspark S.A.S	400	400
Total	1,935	1,971

15 Other financial liabilities

In EUR thousand	3/31/2024	12/31/2023
Non-current liabilities
Lease liabilities	2,726	2,969
Contingent considerations resulting from acquisitions	-	-
	2,726	2,969
Current liabilities
Lease liabilities	1,277	1,350
Contingent considerations resulting from acquisitions	-	8
Other	52	52
	1,329	1,410
Total financial liabilities	4,054	4,379

15.1 Lease liabilities

A maturity analysis of the lease payments as of reporting date is presented below:

In EUR thousand	3/31/2024	12/31/2023
No later than 1 year	1,277	1,350
Later than 1 year and not later than 5 years	2,726	2,969
Later than 5 years	-	-
Total	4,003	4,319

16 Bank borrowings

	3/31/2024	12/31/2023
Credit facility	-	-
Borrowing base facility	-	-
Total secured bank loans	-	-
Capitalized finance expenses	-	-
Total bank borrowings	-	-

The group holds an overdra facility with HSBC for an amount of €15.0 million at improved terms and conditions. If the financing facilities are used, the interest rate is calculated as follows:

(i) for EUR: at the Main Refinancing Operations rate published by the European Central Bank (ECB) (provided that, if such interest rate is less than zero, it shall be deemed to be zero), increased with the applicable margin of 2.60%.

(ii) for USD: Midpoint of Federal Reserve (FED) Target Range (provided that, if such interest rate is less than zero, it shall be deemed to be zero), increased with the applicable margin of 2.85%.

(iii) for GBP: at the Bank Of England rate published by the Bank of England (BOE) (provided that, if such interest rate is less than zero, it shall be deemed to be zero), increased with the applicable margin of 2.85%.

An amount of €84 thousand of capitalised finance expenses has been reclassified to other current assets as no amount was drawn down per 31 March 2024.

17 Share-based payment arrangements

17.1 Description of share-based payment arrangements

At 31 March 2024, the Group had the following share-based payment arrangements outstanding:

	3/31/2024	12/31/2023
	Number of instruments	Number of instruments
Share appreciation rights 2017	-	2
Stock option plan 2017	23	23
Share appreciation rights 2019	1	22
Share appreciation rights 2020	25	53
Share appreciation rights 2021	58	59
Share appreciation rights 2022	44	44
Share appreciation rights 2023	46	46
Share appreciation rights 2024	59	-
Subtotal cash-seled share option arrangements	256	249
Stock option plan 2017	-	-
Stock option plan 2020	147	137
Stock option plan 2022	158	152
Subtotal equity-seled share option arrangements	305	288
Total	561	537

During the period, the below share-based payment arrangements are new or changed compared to the last annual financial statements.

17.1.1 Share appreciation rights 2024

During 1Q 2024 the Group granted a total of 59,350 share appreciation rights (SAR) to employees that entitle them to a cash payment aer 4 years of service. The share appreciation rights expire at the end of a 7 year period aer grant date. A precondition for the exercise of the share appreciation rights is that the respective year performance target has been achieved within the four-year waiting period. The year performance target is based on the Group EBITDA in comparison to the Group budgeted EBITDA. The amount of cash payment is determined based on the increase in the share price of the Company between grant date and the time of exercise.

17.1.2 Stock option plan 2020 and 2022

The purpose of this plan is the persistent linking of the interests of the members of the Management Board and of employees of the company with the interests of the shareholders of the company in a longterm increase in the shareholder value. During Q1 2024 10,500 stock option rights have been granted for the plan relating to 2020 and 6,316 stock option rights have been granted relating to 2022.

The options issued within the framework of the plan entitle the holder thereof to subscribe shares in the Company. One option entitles the holder thereof to subscribe one share in the company. Such right to subscribe shares may be satisfied either out of a contingent capital created for this purpose or out of the holdings of the Company's own shares. This will be decided by the Supervisory Board as far as the Management Board is concerned and by the Management Board for the other participants. The term of each option ends aer expiration of seven years since grant date of the option to the respective participant. The holding period of the options amounts to four years.

Each stock option gives the right to a no-par value share in the company, against payment of the exercise price of €1. A prerequisite for the exercise of options is the achievement of the annual performance target within the waiting period. The main performance target for the exercise of options is achieved if the closing price of the share in the Company in Xetra trading at the Frankfurt stock exchange exceeds the target share price corresponding to the year and month of the grant date on a total of fiy stock exchange trading days within a period of twelve months following the granting of the relevant options.

17.2 Underlying the cash-seled stock option plans

The fair value of the options was calculated by an external valuation expert using the Black-Scholes-Merton formula. For all the programmes, plausible estimates were made of the expected volatility, including price increases that occurred in the relevant periods until balance sheet date.

The inputs used in the measurement of the average weighted fair values on grant date and measurement date of the share appreciation rights (SAR) and stock option plans were as follows.

	Stock option plan 2017	Share ap preciation rights 2019	Share ap preciation rights 2020	Share ap preciation rights 2021	Share ap preciation rights 2022	Share ap preciation rights 2023	Share ap preciation rights 2024
Number of options issued	67,500	34,600	63,250	59,250	44,000	46,350	59,350
Fair value of the option on the grant date	€ 1.00	€ 0.65	€ 2.61	€ 7.27	€ 7.43	€ 9.52	€ 9.52
Fair value of the option on measurement date	€ 14.61	€ 13.94	€ 7.71	€ 4.09	€ 3.97	€ 5.23	€ 5.12
Exercise price of the op tion on the issue date	€ 1.00	€ 2.00	€ 9.93	€ 21.06	€ 22.67	€ 26.39	€ 20.02
Expected volatility	65%	65%	65%	60%	60%	60%	60%
Duration of the option	7 yrs	7 yrs	7 yrs	7 yrs	7 yrs	7 yrs	7 yrs
Expected dividends	7.1%	7.1%	7.1%	7.1%	7.1%	7.1%	7.1%
Risk-free interest rate	2.5%	2.6%	2.6%	2.6%	2.6%	2.6%	2.6%

17.3 Assumptions underlying the equity-seled stock option plans

The fair value of the options was calculated by an external valuation expert using the Black-Scholes-Merton formula. For all the programmes, plausible estimates were made of the expected volatility, including price increases that occurred in the relevant periods until balance sheet date.

The inputs used in the measurement of the average weighted fair values on grant date and measurement date of the share appreciation rights and stock option plans were as follows.

	Stock option plan 2020	Stock option plan 2022
Number of options issued	147,000	157,896
Fair value of the option on the grant date	€ 19.11	€ 17.17
Share price at grant date	€ 23.52	€ 26.51
Exercise price of the option on grant date	€ 1.00	€ 1.00
Expected volatility	60%	60%
Duration of the option	7 yrs	7 yrs
Expected dividends	7.1%	7.1%
Risk-free interest rate	2.5%	2.5%

Expected volatility has been based on an evaluation of the historical volatility of the Company's share price, particularly over the historical period commensurate with the expected term. The expected term of the instruments has been based on historical experience and general option holder behavior.

17.4 Reconciliation of outstanding share options arrangements

The number and weighted-average exercise prices of share options under the share option programmes were as follows.

	3M 2024
	Average exercise price
	Number	€
January 1	535,430	7.80
Granted during the period	76,166	1.00
Exercised during the period	-49,250	18.21
Forfeited during the period	-1,000	28.55
March 31	561,346	7.98
Exercisable on March 31	1,000	2.00

The options outstanding at 31 March 2024 had an exercise price in the range of €1.00 to €32.32 (31 Dec 2023: €1.00 to €32.32) and a weighted-average contractual life of 4,27 years (31 Dec 2023: 5.2 years). The weighted-average share price at the date of exercise for share options exercised in Q1 2024 was €18,21 (3M 2023: €30.23).

18 Commitments and contingencies

As at balance sheet date, the Group had no significant commitments for expenditures which have not already been recognised.

19 Events aer the reporting period

No other significant events have occurred aer the reporting date, which are of significant importance to the Group.

Disclosure in accordance with section 115 (5) sentence 6 of the German securities trading act (WpHG)

The condensed consolidated interim financial statements as at 31 March 2024 – consisting of the consolidated income statement, consolidated balance sheet, cash flow statement, statement of changes in equity and notes – and the Group interim management report for the period 1 January until 31 March 2024 were not audited in accordance with Section 317 of the German Commercial Code (HGB) or subjected to a review by a person qualified to audit financial statements.

Responsibility Statement

We confirm that, to the best of our knowledge and in accordance with applicable accounting principles for interim reporting, the condensed interim financial statements of CLIQ Digital AG present a true and fair view of the CLIQ Group's assets, financial situation and earnings, and that the condensed Group interim management report describes fairly, in all material respects, the Group's business trends and performance, The Group's position, and the significant risks and opportunities of the Group's expected future development in the remaining months of 2024.

8 May 2024

The Management Board

Further information

Contact

Investor Relations:

Sebastian McCoskrie s.mccoskrie@cliqdigital.com +49 151 52043659

www.cliqdigital.com/investors

Media Relations:

Daniela Münster daniela.muenster@h-advisors.global +49 174 3358111

About CLIQ Digital

The CLIQ Digital Group is a leading online performance marketing company that distributes subscriptionbased streaming services that bundle films & series, music, audio books, sports and games to consumers worldwide. The Group licences streaming content from partners, bundles it and sells the content via its numerous streaming services. Over the years, CLIQ has become a specialist in online advertising and the design of streaming services tailored to specific consumer groups. CLIQ Digital operates in over 40 countries and employed 170 people from 40 dierent countries as of 31 December 2023. The company is headquartered in Düsseldorf and has oces in Amsterdam, Paris and Toronto. CLIQ Digital is listed in the Scale segment of the Frankfurt Stock Exchange (WKN: A35JS4, ISIN: DE000A35JS40) and is a member of the MSCI World Micro Cap Index.

Visit our website hps://cliqdigital.com/investors. Here you will find all publications and further information about CLIQ Digital. You can also follow us on LinkedIn.

Disclaimer

This financial report contains unaudited figures. It also contains forward-looking statements which are based on certain expectations and assumptions at the time of publication of this report and are subject to risks and uncertainties that could cause actual results to dier materially from those expressed in this report. Many of these risks and uncertainties relate to factors that are beyond CLIQ Digital's ability to control or estimate precisely, such as future market and economic conditions, the behaviour of other market participants, the ability to successfully integrate acquired businesses and achieve anticipated synergies and the actions of government regulators. Readers are cautioned not to place undue reliance on these forward-looking statements, which apply only as of the date of this report. CLIQ Digital does not undertake any obligation to publicly release any update or revisions to these forward-looking statements to reflect events or circumstances aer the date of this report.

Please note: rounding dierences can occur and In case of doubt, the English version shall prevail.

Financial calendar

8 August 2Q/6M 2024 Financial Statement & Telephone Conference 7 November 3Q/9M 2024 Financial Statement & Telephone Conference

Imprint

cliqdigital.com/investors

investors@cliqdigital.com

Publisher

CLIQ Digital AG Grünstraße 8 40212 Düsseldorf Germany

T. +49 (0)211 9350 706 F. +49 (0)211 9350 150

investors@cliqdigital.com www.cliqdigital.com

Investor relations

Sebastian McCoskrie s.mccoskrie@cliqdigital.com, +49 151 52043659

Media relations

Daniela Münster daniela.muenster@h-advisors.global, +49 174 3358111

Publication Date Wednesday, 8 May 2024