Interim / Quarterly Report • Aug 2, 2022
Interim / Quarterly Report
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in millions of €
in millions of €
| P&L highlights | 2Q 2022 | 2Q 2021 | 6M 2022 | 6M 2021 |
|---|---|---|---|---|
| Revenue | 64.2 | 33.1 | 116.8 | 63.2 |
| Marketing cost | -19.9 | -9.6 | -36.9 | -18.1 |
| EBITDA | 10.1 | 6.3 | 18.4 | 11.6 |
| EBITDA margin | 16% | 19% | 16% | 18% |
| EBIT | 9.7 | 6.0 | 17.7 | 11.1 |
| EBIT margin | 15% | 18% | 15% | 18% |
| Profit for the period | 7.0 | 4.1 | 12.8 | 7.6 |
| Earnings per share (in €) | 1.07 | 0.63 | 1.97 | 1.14 |
| Cash Єow | 2Q 2022 | 2Q 2021 | 6M 2022 | 6M 2021 |
|---|---|---|---|---|
| Cash flow from operating activities | 1.9 | 1.9 | 3.5 | 7.1 |
| Cash flow from investing activities | -2.9 | -0.1 | -4.4 | -0.3 |
| Operating free cash flow | -1.1 | 1.8 | -0.9 | 6.8 |
| Cash flow from financing activities | -7.3 | -9.1 | -7.2 | -9.5 |
| Total cash flow | -8.4 | -7.4 | -8.1 | -2.7 |
| CLIQ-speciЃc KPIs | 30/06/2022 | 31/12/2021 | ||
|---|---|---|---|---|
| Paid memberships (in millions) | 1.7 | 1.3 | ||
| Lifetime Value of Customer Base | 121 | 87 | ||
| 2Q 2022 | 2Q 2021 | 6M 2022 | 6M 2021 | |
| Marketing spend | 29.6 | 11.9 | 52.1 | 21.0 |
| 6M-Profitability Index | 1.45x | 1.62x | 1.46x | 1.59x |
| Balance sheet | 30/06/2022 | 31/12/2021 |
|---|---|---|
| Equity | 65.3 | 59.6 |
| TotaI assets | 118.6 | 96.3 |
| Equity ratio | 55% | 62% |
| Net liquidity(+) / net debt(-) | -5.8 | 2.3 |
| Human resources | 30/06/2022 | 31/12/2021 |
|---|---|---|
| Full-time employees | 148 | 107 |
| Part-time employees | 20 | 22 |
| Total employees | 168 | 129 |
| Shares | 30/06/2022 | 31/12/2021 |
|---|---|---|
| Share price (in € ) | 27.10 | 24.70 |
| Number of shares | 6,508,714 | 6,508,714 |
| Market capitalisation | 176.4 | 160.8 |
Once again, we have sustainably grown our customer base, sales and earnings.
CLIQ Digital's second quarter performance is a fantastic team effort. Adding nearly two members every minute to our customer base is the meaningful result of hard work and a consistent strategy.
We are conЃdent that we shall continue our grow path and become more and more attractive to our members.
On 15 June 2022, CLIQ Digital announced its upscaled multi-content portal with new content and features across dierent content categories in Germany. CLIQ.de will go live on the web and all platforms with a native app (mobile and TV) in September 2022. This portal will have a completely enhanced content oering and include over 500 cloud games, more than 200 concerts, live sports from Sportdigital as well as movies and series from LEONINE and Palatin amongst others. The monthly membership fee will be €6.99 as an attractive introductory price to also meet the budgets of value-orientated consumers currently burdened by high energy and household prices.
CLIQ Digital's existing performance marketing campaigns have successfully led to 1.7 million paid memberships per end of June 2022. The company will also flank the introduction of the enhanced portal with brand marketing. The brand marketing campaign will highlight the key advantages of the enhanced CLIQ.de portal in a prominent and highly visible way as well as create CLIQ as a brand with a value-for-money promise to make streaming simple and aordable for the mass market. The brand's positioning is simple and aordable with "Watch. Listen. Play.", "Revolutionary Simple" and "best of alles" ("best of everything") to summarise the proposition. The brand will also, in addition to the online and mobile channels, be advertised on TV as well as via out-of-home and social media.
In 2Q 2022, CLIQ Digital announced a two-year licence agreement with Sportdigital. The agreement strengthens the Germanspeaking oering by covering international live football, fun and action sports as well as outdoor sports, motorsports and horse riding. Sportdigital's oering is available to CLIQ's members through the channels: Sportdigital Fussball, EDGEsport and ClipMyHorse.TV.
In June 2022, the Group invested in a minority stake in Dreamspark S.A.S., a recently founded, Paris-based creative and production studio specialising in selling and producing unscripted entertainment for television and streaming services.
In the second quarter 2022 (01/04-30/06/2022), CLIQ Digital generated revenue of €64.2 million (2Q 2021: €33.1 million). This corresponds to an increase of 94% compared to the second quarter of the previous year and a sequential improvement of 22% quarter-on-quarter. The main growth drivers in 2Q 2022 were multi-content portals and the region North America. The European operations continued to grow as well in the second quarter by 66% year-on-year and by 10% quarter-on-quarter, highlighting the positive sales development resulting also from the introduction of the own, direct media buying to Europe.
| in millions of € | 2Q 2022 | 2Q 2021 | 6M 2022 | 6M 2021 |
|---|---|---|---|---|
| Revenue | 64.2 | 33.1 | 116.8 | 63.2 |
| of which generated by | ||||
| Multi-content | 56.2 | 23.3 | 99.1 | 43.2 |
| Single-content | 5.7 | 7.2 | 12.7 | 15.7 |
| Ad-funded digital marketing services | 2.3 | 2.6 | 5.0 | 4.3 |
| Geographic split | ||||
| North America | 38.0 | 16.0 | 66.3 | 30.9 |
| Europe | 23.4 | 14.1 | 44.6 | 26.5 |
| Other | 2.8 | 3.1 | 5.9 | 5.8 |
In the first six months of 2022, CLIQ Digital Group's revenue grew year-on-year by 85% to €116.8 million (6M 2021: €63.2 million). Revenue growth was mainly driven by an increase in marketing campaigns promoting multi-content portals. The share of European and North American revenue was 38% and 57% respectively (6M 2021: 42% and 49% respectively).
The marketing costs consist of the marketing spend, capitalised marketing spend and amortised contract costs related to the revenue recognised in the period.
| in millions of € | 2Q 2022 | 2Q 2021 | Change | 6M 2022 | 6M 2021 | Change |
|---|---|---|---|---|---|---|
| Marketing spend | -29.6 | -11.9 | 149% | -52.1 | -21.0 | 148% |
| Capitalised marketing spend | 27.7 | 10.1 | 175% | 48.4 | 18.3 | 164% |
| Amortised contract costs | -18.0 | -7.9 | 130% | -33.2 | -15.5 | 115% |
| Total marketing costs | -19.9 | -9.6 | 106% | -36.9 | -18.1 | 104% |
| in % of revenue | 31% | 29% | 32% | 29% |
Marketing spend in 2Q 2022 amounted to €29.6 million (PY: €11.9 million) and was the main driver for the increase in members and corresponding revenue. The total marketing costs in 2Q 2022 were significantly higher due to the increased marketing spend and amounted to €19.9 million (PY: €9.6 million), which as a percentage of revenue was 31% (PY: 29%). The marketing costs as a percentage of revenue increased slightly also due to more expensive bidding for an increased marketing volume.
In 2Q 2022, CLIQ Digital's EBITDA was €10.1 million (2Q 2021: €6.3 million) resulting in an EBITDA margin of 16% compared to 19% in 2Q 2021. The EBITDA margin was lower year-on-year due mainly to the significantly increased marketing costs and investments in the payments infrastructure as well as in new content. The increased and improved content oering to facilitate both new member acquisition as well as extend customer retention is reported in the other cost of sales.
In the first half 2022, CLIQ Digital's EBITDA grew by 58% to €18.4 million (6M 2021: €11.6 million). EBITDA margin was 16% (PY:18%). CLIQ's marketing costs – one of the most important factors for further revenue growth – grew by 104% reaching €36.9 million (6M 2021: €18.1 million).
Profit for the second quarter 2022 was 70% higher than in prior year's second quarter and totalled €7.0 million (PY: €4.1 million). Basic EPS for 2Q 2022 grew by 71% year-on-year and totalled €1.07 in comparison to €0.63 in 2Q 2021.
In 6M 2022, profit for the half-year came in at €12.8 million and was 69% higher than last year (6M 2021 : €7.6 million). EPS for the first six months was €1.97 in comparison to €1.14 in 6M 2021.
The number of paid memberships for multi- and single content oerings increased per 30/06/2022 by 14% quarter-on-quarter to 1.7 million (31/03/2022: 1.5 million) driven by the increase in successful marketing campaigns and the increase in attractive content, which also appeals more to families. Paid memberships are completed subscriptions that are active at the end of the reporting period, i.e. the member has access to one of the content portals and pays for the services. The expected average lifetime value of a member for multi- and single content oerings increased quarter-on-quarter from €71.27 to €72.41.
The Lifetime Value of Customer Base (LTVCB) came in at €121 million (31/03/2022: €104 million) at the end of June 2022. The LTVCB is calculated by multiplying the number of members by their individual remaining lifetime value and represents total revenue that is expected to be generated by existing members.
CLIQ Digital's six months' Profitability Index for the first half of 2022 was 1.46x, compared to 1.59x in 2021. The year-on-year decrease was related to a general increase in the cost per acquisition across all regions. The Profitability Index (previously CLIQ Factor) is the ratio between the average net revenue per user (ARPU) in the first six months and the customer acquisition cost (CAC). It represents the profitability of newly acquired members. The Profitability Index is the determining factor in the decision-making process as to whether to invest in certain products or markets.
The cash inflow from operating activities in the second quarter 2022 was stable and amounted to €1.9 million (cf. €1.9 million in 2Q 2021). This flat development in cash flow from operating activities is due mainly to the higher marketing spend in the period which o-set the net cash inflow from the higher revenues aer the deductions of the third party costs and other payment service costs. The marketing spend is payable immediately whereas the corresponding member fees are collected on a monthly basis.
The cash outflow from investing activities amounted to €2.9 million compared to €0.1 million in 2Q 2021 and is largely related to investments in platform development (€1.3 million) and in newly licenced content (€1.1 million), such as the sports content provided by Sportdigital, for the membership-based streaming services.
The cash flow from financing activities during 2Q 2022 was an outflow of €7.3 million (2Q 2021: €9.1 million outflow) and included €7.2 million dividend distribution (2Q 2021: €3.3 million).
| in millions of € | 2Q 2022 | 2Q 2021 | 6M 2022 | 6M 2021 |
|---|---|---|---|---|
| Cash flow from operating activities | 1.9 | 1.9 | 3.5 | 7.1 |
| Cash flow from investing activities | -2.9 | -0.1 | -4.4 | -0.3 |
| Operating free cash flow | -1.1 | 1.8 | -0.9 | 6.8 |
| Cash flow from financing activities | -7.3 | -9.1 | -7.2 | -9.5 |
| Total cash flow | -8.4 | -7.4 | -8.1 | -2.7 |
A €3.5 million cash inflow from operating activities resulted during the first six months of 2022 (cf. €7.1 million in 6M 2021). This decrease in operating cash flow is due to the very strong increase in marketing spend in the first six months, which resulted in further growth of the customer base.
The business development in the first half of the year resulted in an operating free cash flow of €-0.9 million (6M 2021: €6.8 million). 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 financing activities during 6M 2022 was €7.2 million (6M 2021: €9.5 million) and largely related to the dividend distribution.
As at 30 June 2022, the net cash / debt position of the company was:
| in millions of € | 30/06/2022 | 31/12/2021 | Change |
|---|---|---|---|
| Cash & bank balances | 6.2 | 7.3 | -1.1 |
| Bank borrowings | -12.0 | -5.0 | -7.0 |
| Net cash / debt position | -5.8 | 2.3 | -8.1 |
Aer netting cash and cash equivalents with bank borrowings, net debt was €5.8 million compared with a net cash position of €2.3 million as at 31/12/2021.
In July 2022 a new financing facility was secured with a syndicate of Commerzbank AG and Deutsche Bank AG. The new credit facility of €57.5 million, which includes a €20 million optional facility and will be available for a period of three years plus two one-year extension options. CLIQ Digital plans to use the facility to fund its strong growth perspective as well as potential acquisition opportunities and general corporate purposes.
The facility comes with customary covenants for the size and type of CLIQ Digital's business. The interest rates charged for the facilities are in line with market standards and lower than the previous facility agreements.
Taking into account the respective probability of occurrence and the potential impact of the risks described in the annual report 2021, no additional risks were identified that could threaten CLIQ Digital AG as a going concern.
The current FY 2022 outlook is:
| in millions of € | 2022e | 2021 |
|---|---|---|
| Revenue | >250 | 150.0 |
| Marketing spend | >90 | 54.4 |
| EBITDA | >38 | 27.2 |
| Paid memberships (in millions per 31/12) | >2.0 | 1.3 |
| Lifetime Value of Customer Base (per 31/12) | >110 | 87 |
| Profitability Index | ~ 1.51x | 1.59x |
The Group is expected to generate revenue in excess of €250 million, representing a growth rate of at least 67% compared to 2021. The number of paid memberships as at the 31 December 2022 is now expected to be over 2 million and the Lifetime Value of Customer Base to exceed €110 million. The marketing spend is now forecasted to exceed €90 million and EBITDA is expected to be above €38 million representing at least 40% growth compared to the prior year. The Profitability Index (previously CLIQ Factor) for the full year 2022 is expected to amount to around 1.51x, reflecting a cautious forecast with regard to the future development of customer acquisition costs.
The outlook for the financial year 2022 was drawn up on the basis of the prevailing market environment and assumes no deterioration in conditions, in particular due to the war in the Ukraine and its consequences for the global economy.
CLIQ Digital expects the underlying number of paid memberships to range between 4 and 5 million at the end of 2025. The company expects to grow revenue every year on average by 35% (based on FY 2021 actuals) during the next three years and reach €500 million by the end of 2025.
for the six months ended 30 June
| in '000 € | Note | 6M 2022 | 6M 2021 |
|---|---|---|---|
| Revenue | 5 | 116,800.7 | 63,207.2 |
| Cost of sales | 6 | -83,584.7 | 40,565.0 |
| Gross margin | 33,216.0 | 22,642.2 | |
| Personnel expenses | 7 | -10,220.4 | -8,468.8 |
| Other operating expenses | -3,657.5 | -2,179.7 | |
| Impairment losses and gains on trade receivables and contract costs |
-974.4 | -402.2 | |
| Total operating expenses | -14,852.3 | -11,050.7 | |
| EBITDA | 18,363.7 | 11,591.5 | |
| Depreciation, amortisation and impairment charges applied to intangible, tangible and other current assets |
-639.3 | -471.3 | |
| EBIT | 17,724.4 | 11,120.2 | |
| Financial income and financial expenses | 9 | -141.0 | -673.7 |
| Profit before tax | 17,583.4 | 10,446.5 | |
| Income taxes | 10 | -4,772.4 | -2,867.0 |
| Profit for the period | 12,811.0 | 7,579.5 | |
| Attributable to: | |||
| Owners of the Company | 12,812.5 | 7,401.7 | |
| Non-controlling interest | -1.5 | 177.7 | |
| Profit for the period | 12,811.0 | 7,579.4 | |
| Earnings per share | |||
| Number of shares for calculation of basic earnings per share (in thousands) |
6,504.7 | 6,504.7 | |
| Number of shares for calculation of diluted earnings per share (in thousands) |
22.0 | 98.2 | |
| Basic earnings per share (in €) | 1.97 | 1.14 | |
| Diluted earnings per share (in €) | 1.96 | 1.12 |
for the six months ended 30 June
| in '000 € | Note | 6M 2022 | 6M 2021 |
|---|---|---|---|
| Profit for the period | 12,811.0 | 7,579.5 | |
| Items that may be reclassified subsequently to profit or loss: |
|||
| Exchange dierences on translating foreign operations | 11 | -46.2 | 206.9 |
| Total comprehensive income for the period | 12,764.8 | 7,786.4 | |
| Attributable to: | |||
| Shareholders of the company | 12,766.3 | 7,608.7 | |
| Non-controlling interest | -1.5 | 177.7 | |
| Total comprehensive income for the period | 12,764.8 | 7,786.4 |
| in '000 € | Note | 30/06/2022 | 31/12/2021 |
|---|---|---|---|
| ASSETS | |||
| Goodwill | 11 | 48,114.4 | 48,160.6 |
| Other intangible assets | 12 | 5,147.0 | 2,559.3 |
| Plant, operating and oice equipment | 13 | 4,717.1 | 3,807.8 |
| Contract costs | 858.5 | 775.8 | |
| Financial assets | 14 | 1,971.8 | 1,500.1 |
| Deferred tax assets | 2,590.5 | 2,580.2 | |
| Non-current assets | 63,399.3 | 59,383.8 | |
| Trade receivables | - 15,883.3 |
12,508.3 | |
| Contract costs | 31,447.4 | 16,339.4 | |
| Income tax receivables | 1,130.2 | - | |
| Other assets | 620.7 | 740.6 | |
| Cash and cash equivalents | 6,168.4 | 7,300.9 | |
| Total current assets | 55,250.0 | 36,889.2 | |
| Total assets | 118,649.3 | 96,273.0 | |
| EQUITY & LIABILITIES | |||
| Issued capital | 6,508.7 | 6,508.7 | |
| Share premium | 58,053.4 | 58,053.4 | |
| Retained earnings | 140.9 | -5,516.4 | |
| Other reserves | 580.3 | 486.8 | |
| Equity attributable to the shareholders | 65,283.3 | 59,532.5 | |
| Non-controlling interest | 27.6 | 28.6 | |
| Equity | 65,310.9 | 59,561.1 | |
| Deferred tax liabilities | 8,035.3 | 4,100.3 | |
| Other financial liabilities | 15 | 4,571.8 | 3,829.6 |
| Other liabilities | 1,883.3 | 1,509.5 | |
| Non-current liabilities | 14,490.4 | 9,439.4 | |
| Bank borrowings | 16 | 11,892.0 | 4,954.6 |
| Other financial liabilities | 15 | 1,622.5 | 888.1 |
| Provisions | 375.0 | 375.0 | |
| Trade payables | 9,904.3 | 7,917.6 | |
| Income tax liabilities | 906.2 | 1,194.9 | |
| Other liabilities | 14,148.0 | 11,942.3 | |
| Current liabilities | 38,848.0 | 27,272.5 | |
| Total liabilities | 53,338.4 | 36,711.9 | |
| Total equity and liabilities | 118,649.3 | 96,273.0 |
for the six months ended 30 June
| in '000 € | Issued capital |
Share premium |
Retained earnings |
Other reserves |
Equity attributa ble to the share holders |
Non controlling interest |
Total equity |
|---|---|---|---|---|---|---|---|
| Balance as of 1 January 2022 |
6,508.7 | 58,053.4 | -5,516.4 | 486.8 | 59,532.5 | 28.6 | 59,561.1 |
| Net profit / loss for the period |
- | - | 12,812.5 | - | 12,812.5 | -1.5 | 12,811.0 |
| Other comprehen sive income |
- | - | - | -46.2 | -46.2 | - | -46.2 |
| Dividend distributions |
- | - | -7,155.2 | - | -7,155.2 | - | -7,155.2 |
| Equity-settled share based payments |
- | - | - | 157.3 | 157.3 | - | 157.3 |
| Currency translation dierence |
- | - | - | -17.6 | -17.6 | - | -17.6 |
| Acquisition non controlling interest |
- | - | - | - | - | 0.5 | 0.5 |
| Balance as of 30 June 2022 |
6,508.7 | 58,053.4 | 140.9 | 580.3 | 65,283.3 | 27.6 | 65,310.9 |
for the six months ended 30 June
| in '000 € | Note | 6M 2022 | 6M 2021 |
|---|---|---|---|
| Cash flow from operating activities | |||
| Result for the year | 12,811.0 | 7,579.4 | |
| Adjustments for: | |||
| Income tax expense recognised in profit or loss | 4,772.4 | 2,867.0 | |
| Net (gain)/loss arising on financial liabilities designated as at fair value through profit and loss |
59.2 | - | |
| Financial income and expenses recognised in profit or loss | 81.8 | 673.7 | |
| Equity-settled share-based payment transactions | 157.3 | 207.2 | |
| Depreciation and amortisation of non-current assets | 8 | 1,652.3 | 471.3 |
| 19,534.0 | 11,798.6 | ||
| Changes in working capital | -13,482.4 | -3,486.3 | |
| Cash generated from operations | 6,051.6 | 8,312.3 | |
| Income taxes (paid)/received | -2,251.9 | -831.6 | |
| Interest (paid)/received | -294.3 | -374.9 | |
| Net cash generated by operating activities | 3,505.4 | 7,105.8 | |
| Cash flow from investing activities | |||
| Payments for property, plant and equipment | 13 | -425.4 | -180.9 |
| Payments for intangible fixed assets | 12 | -3,711.1 | -92.8 |
| Acquisition of other investments | -271.8 | - | |
| Net cash (used in)/generated by investing activities | -4,408.3 | -273.7 |
| in '000 € | Note | 6M 2022 | 6M 2021 |
|---|---|---|---|
| Cash flow from financing activities | |||
| Repayment of borrowings | - | -104.7 | |
| Transaction costs related to loans and borrowings | -120.0 | - | |
| Lease instalments paid | 45.7 | -83.5 | |
| Acquisition of non-controlling interest | 0.5 | -6,000.0 | |
| Dividends paid | -7,155.2 | -3,339.7 | |
| Net cash used in financing activities | -7,229.0 | -9,527.8 | |
| Net increase / (decrease) in cash and cash equivalents | -8,131.9 | -2,695.8 | |
| Cash and cash equivalents at the beginning of the year | 2,300.9 | 908.1 | |
| Net increase / (decrease) in cash and cash equivalents | -8,131.9 | -2,695.8 | |
| Eects of exchange rate changes on the balance of cash held in foreign currencies |
-0.6 | 58.4 | |
| Cash and cash equivalents at the end of the period | -5,831.6 | -1,729.3 | |
| Cash and bank balances | 6,168.4 | 3,270.7 | |
| Bank borrowing overdra facility |
15 | -12,000.0 | -5,000.0 |
| Cash and cash equivalents in cash flow statement | -5,831.6 | -1,729.3 |
CLIQ Digital (www.cliqdigital.com) is a global streaming provider specialising in the performance marketing of mass market entertainment products and oering its members unlimited access to movies, series, music, audiobooks, sports and games.
CLIQ Digital has a long and successful corporate history in digital marketing, oering niche products to the mass market at competitive prices. The company operates in over 30 countries and employed 168 sta from 34 dierent nationalities as at 30 June 2022. CLIQ Digital is a valuable strategic business partner for networks, content producers as well as for publishers and payment service providers. The company is headquartered in Düsseldorf and has oices in Amsterdam, London, Paris, Barcelona, Toronto and Florida. CLIQ Digital is listed in the Scale segment of the Frankfurt Stock Exchange (ISIN DE000A0HHJR3) and is a constituent of the MSCI World Micro Cap Index.
These IFRS condensed consolidated interim financial statements are prepared to provide investors with additional financial information in line with capital markets expectations and to fulfil disclosure obligations to Deutsche Börse AG under the General Terms and Conditions of Deutsche Börse AG for the Open Market of the Frankfurt Stock Exchange.
The period for the Group's condensed consolidated interim financial statement starts on 1 January and ends on 30 June of each calendar year. This condensed consolidated interim financial statements are prepared in Euros, which is the functional and reporting currency of CLIQ Digital. Reporting is in thousands of euros (in '000 €) unless otherwise stated.
The condensed consolidated interim financial statements for the three months ended 30 June 2022 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 2021 ('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.
Set out below is a list of subsidiaries of CLIQ Digital AG 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.
| ADGOMO Limited | 100% |
|---|---|
| Bunkr Technologies S.A.S. (formerly: Hypecode S.A.S.) |
80% |
| Bob Mobile Hellas S.A. | 100% |
| C Formats GmbH | 100% |
| Claus Mobi GmbH | 100% |
| CLIQ B.V. | 100% |
| CLIQ Games B.V. | 60% |
| CLIQ GmbH | 100% |
| CLIQ UK Holding B.V. | 100% |
| CMind B.V. | 100% |
| CPay B.V. | 100% |
| Cructiq AG | 100% |
| GIM Global Investments Munich GmbH | 100% |
| Guerilla Mobile Asia Pacific Pte. Ltd. | 100% |
| Hype Ventures B.V. | 100% |
| iDNA B.V. | 100% |
|---|---|
| Luboka Media Limited | 100% |
| Memtiq B.V. | 100% |
| Moonlight Mobile Limited | 100% |
| Netacy Inc. | 100% |
| Red27 Mobile Limited | 100% |
| Rheinkra Production GmbH |
100% |
| The Mobile Generation Americas Inc. | 100% |
| TMG Singapore PTE Ltd. | 100% |
| Tornika Media B.V. | 100% |
| Tornika S.A.S. | 100% |
| Universal Mobile Enterprises Limited | 100% |
| VIPMOB B.V. | 80% |
| Zimiq GmbH | 100% |
Our dormant company Hypecode S.A.S. has been renamed to Bunkr Technologies S.A.S. and a 20% interest share has been sold. In June 2022, CLIQ Games B.V. was incorporated, in which the Group holds a controlling interest of 60% and Blacknut S.A.S. of 40%. CLIQ Games B.V. was founded to combine Blacknut's growth-driving cloud gaming product with CLIQ's expert marketing and distribution channels for a single-content product proposition. Both companies have limited to no business activities at reporting date.
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.
The Group derives revenue from services at a point in time for the following services:
| In '000 € | 6M 2022 | 6M 2021 |
|---|---|---|
| Digital entertainment services | 111,783.2 | 58,929.8 |
| Digital marketing services | 5,017.5 | 4,277.4 |
| Total revenue | 116,800.7 | 63,207.2 |
In the following table revenue from contracts with customers is disaggregated by geographical market:
| In '000 € | 6M 2022 | 6M 2021 |
|---|---|---|
| Europe | 44,584.1 | 26,476.3 |
| North America | 66,300.5 | 30,933.3 |
| Rest Of the World | 5,916.1 | 5,797.6 |
| Total revenue | 116,800.7 | 63,207.2 |
| In '000 € | 6M 2022 | 6M 2021 |
|---|---|---|
| Marketing spend | 52,109.6 | 20,997.5 |
| Capitalised marketing spend | -48,431.8 | -18,339.7 |
| Amortised contract costs | 33,203.5 | 15,453.0 |
| Marketing costs | 36,881.3 | 18,110.9 |
| Third party costs | 20,572.8 | 14,329.6 |
| Other COS | 26,130.6 | 8,124.6 |
| Total cost of sales | 83,584.7 | 40,565.0 |
The personnel expenses are composed as follows:
| In '000 € | 6M 2022 | 6M 2021 |
|---|---|---|
| Wages and salaries | 7,942.7 | 5,831.5 |
| Pension contributions | 16.9 | 26.7 |
| Social security contributions | 820.5 | 560.5 |
| Share-based payment arrangements | 1,001.8 | 1,549.8 |
| Hired sta and related costs | 294.4 | 378.2 |
| Capitalised personnel expenses | -299.6 | - |
| Other | 443.7 | 122.1 |
| Total | 10,220.4 | 8,468.8 |
The average number of employees during the financial period was as follows:
| 6M 2022 | 6M 2021 | |
|---|---|---|
| Employees (average full-time equivalent) | 134.6 | 100.5 |
| Full-time employees (average headcount) | 137.7 | 88.7 |
| Part-time employees (average headcount) | 18.8 | 17.2 |
| Employees (average headcount) | 156.5 | 105.9 |
| In '000 € | 6M 2022 | 6M 2021 |
|---|---|---|
| Licences and trademarks | 102.9 | 222.3 |
| Other intangible assets | 14.0 | 41.8 |
| Right of use assets | 385.7 | 141.4 |
| Plant, operating and oice equipment | 136.7 | 65.8 |
| Total | 639.3 | 471.3 |
| In '000 € | 6M 2022 | 6M 2021 |
|---|---|---|
| Financial income | ||
| Exchange results | 365.2 | - |
| Total financial income | 365.2 | - |
| Financial expenses | ||
| Interest expenses on bank overdra s and loans |
-124.9 | -59.0 |
| Amortisation capitalised finance expenses | -57.4 | -90.8 |
| Interest expense on lease liabilities | -79.5 | -38.8 |
| Exchange results | - | -288.2 |
| Bank costs | -141.6 | -148.3 |
| Other financial expenses | -43.6 | -48.6 |
| Fair value movements on financial liabilities designated as FVTPL |
-59.2 | - |
| Total financial expenses | -506.2 | -673.7 |
| Total financial income and financial expenses | -141.0 | -673.7 |
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, 19.0% tax rate for the United Kingdom and the applicable tax rate for other foreign jurisdictions. As in the previous year, the recognition of deferred taxes on German tax loss carry forward were based throughout on tax rates of 15.4% for trade tax, and 15.8% for corporation tax and the solidarity surcharge.
| In '000 € | DE | NL | UK | Other | 6M 2022 | 6M 2021 |
|---|---|---|---|---|---|---|
| Profit before tax | -44.8 | 15,875.3 | 1,224.8 | 529.3 | 17,583.4 | 10,446.5 |
| Nominal tax rate | 31.2% | 25.8% | 19.0% | 23.0% | 31.2% | 31.2% |
| Income tax calculated at nominal rate | 14.0 | -4,095.8 | -232.7 | -121.8 | -5,490.4 | -3,261.9 |
| Eects of dierent tax rates of subsidiaries operating in other jurisdictions |
1,054.1 | 809.9 | ||||
| Expenses share option plan which are not tax-deductible |
-63.1 | - | - | - | -63.1 | -204.0 |
| Participation exemption | - | -38.7 | - | - | -38.7 | -40.3 |
| Recognition of previously unrecognized (derecognition of previously recognized) tax losses |
-78.1 | - | - | - | -78.1 | - |
| Tax results from previous years | 4.8 | 16.9 | -6.8 | - | 15.0 | -150.5 |
| Fair value movements related to contin gent considerations arrangements from acquisitions |
-18.5 | - | - | - | -18.5 | - |
| Non-deducitble amortisation and depreciation expenses |
-14.1 | - | - | - | -14.1 | -14.1 |
| Changes in tax rate | - | -103.8 | - | - | -103.8 | |
| Other | 15.5 | -1.8 | -19.4 | -29.0 | -34.7 | -6.1 |
| Income tax expense in profit or loss account (eective) |
-139.5 | -4,223.2 | -258.9 | -150.8 | -4,772.4 | -2,867.0 |
| Eective tax rate | -311.0% | 26.6% | -21.1% | 28.6% | 27.1% | 27.4% |
| In '000 € | 30/06/2022 | 31/12/2021 |
|---|---|---|
| Cost | 48,220.0 | 48,266.2 |
| Accumulated impairment losses | -105.6 | -105.6 |
| Carrying amount goodwill | 48,114.4 | 48,160.6 |
| In '000 € | 30/06/2022 | 31/12/2021 |
|---|---|---|
| Cost | ||
| Opening balance at 1 January | 48,266.2 | 47,945.9 |
| Eect of foreign currency exchange dierences | -46.2 | 320.3 |
| Closing balance at reporting date | 48,220.0 | 48,266.2 |
| Accumulated impairment losses | -105.6 | -105.6 |
| Opening balance at 1 January | - | - |
| Eect of foreign currency exchange dierences | - | - |
| Closing balance at reporting date | -105.6 | -105.6 |
| Carrying amount at reporting date | 48,114.4 | 48,160.6 |
The other intangible assets consist of the following assets as at 30 June 2022:
| Licences and | Internally generated in |
||
|---|---|---|---|
| In '000 € | trademarks | tangible assets | Total |
| Cost | |||
| 31 December 2021 | 2,935.7 | 1,082.1 | 4,017.8 |
| Additions | 1,664.0 | 2,047.2 | 3,711.1 |
| Disposals | -316.8 | - | -316.8 |
| Eect of currency exchange dierences | 56.7 | 15.1 | 71.8 |
| 30 June 2022 | 4,339.6 | 3,144.4 | 7,483.9 |
| Amortisation and impairment losses | |||
| 31 December 2021 | 1,174.3 | 284.2 | 1,458.5 |
| Amortisation | 1,115.9 | 14.1 | 1,130.0 |
| Disposals | -316.8 | - | -316.8 |
| Eect of currency exchange dierences | 49.5 | 15.7 | 65.2 |
| 30 June 2022 | 2,022.9 | 314.0 | 2,336.9 |
| Carrying amount 31 December 2021 | 1,761.4 | 797.9 | 2,559.3 |
| Carrying amount 30 June 2022 | 2,316.7 | 2,830.4 | 5,147.0 |
The property, plant and equipment consist of the following assets as at 30 June 2022:
| Plant, operating and |
Right of Use | ||
|---|---|---|---|
| In '000 € | office equipment | Assets | Total |
| Cost | |||
| 31 December 2021 | 913.5 | 3,508.2 | 4,421.7 |
| Additions | 425.4 | 1,006.2 | 1,431.7 |
| Disposals | - | - | - |
| Eect of foreign currency exchange dierences | 0.2 | - | 0,2 |
| 30 June 2022 | 1,339.2 | 4,514.4 | 5,853.6 |
| Amortisation and impairment losses | |||
| 31 December 2021 | 175.1 | 438.8 | 613.9 |
| Amortisation in the financial year | 136.7 | 385.7 | 522.4 |
| Disposals | - | - | - |
| Eect of currency exchange dierences | 0.2 | - | 0.2 |
| 30 June 2022 | 312.0 | 824.5 | 1,136.5 |
| Carrying amount 31 December 2021 | 738.4 | 3,069.4 | 3,807.8 |
| Carrying amount 30 June 2022 | 1,027.1 | 3,689.9 | 4,717.1 |
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.
| In '000 € | 30/06/2022 | 31/12/2021 |
|---|---|---|
| Blacknut S.A.S. | 1,571.9 | 1,500.1 |
| Dreamspark S.A.S. | 399.9 | - |
| Total financial assets | 1,971.8 | 1,500.1 |
| In '000 € | 30/06/2022 | 31/12/2021 |
|---|---|---|
| Non-current liabilities | ||
| Lease liabilities | 3,765.8 | 3,073.0 |
| Contingent considerations resulting from acquisitions | 806.0 | 756.6 |
| 4,571.8 | 3,829.6 | |
| Current liabilities | ||
| Lease liabilities | 944.0 | 505.4 |
| Contingent considerations resulting from acquisitions | 377.3 | 367.6 |
| Forward exchange contracts | 101.3 | 15.1 |
| Other | 199.9 | - |
| 1,622.5 | 888.1 | |
| Total financial liabilities | 6,194.3 | 4,717.7 |
A maturity analysis of the lease payments as of reporting date is presented below:
| In '000 € | 30/06/2022 | 31/12/2021 |
|---|---|---|
| Not later than 1 year | 944.0 | 505.4 |
| Later than 1 year and not later than 5 years | 3,267.3 | 2,076.0 |
| Later than 5 years | 498.5 | 997.0 |
| Total | 4,709.8 | 3,578.4 |
| In '000 € | 30/06/2022 | 31/12/2021 |
|---|---|---|
| Overdra facility |
3,500.0 | - |
| Borrowing base facility | 8,500.0 | 5,000.0 |
| Total drawdowns on credit facility | 12,000.0 | 5,000.0 |
| Capitalised finance expenses | -108.0 | -45.4 |
| Total bank borrowings | 11,892.0 | 4,954.6 |
Per 30 June 2022 the total facility available amounted to € 13.5 million (31 Dec 2021: € 13.5 million) of which an amount of € 12.0 million (31 Dec 2021: € 5.0 million) was drawn down and a maturity date that was extended to 29 July 2022.
The financing facility as of reporting date contains a borrowing base facility and a overdra credit facility. The borrowing base facility and the overdra credit facility have an interest rate of 3M-Euribor plus margin. Depending on certain performance indicators the margin on the borrowing base facility can vary between 2.00% - 2.15% and the margin on the overdra credit facility between 2.65% - 2.90%.
In July 2022 CLIQ Digital AG and a consortium consisting of Commerzbank AG and Deutsche Bank AG entered into a new financing facility for a total amount of € 37.5 million with an optional increase to € 57.5 million. The financing facility has a duration of 3 years and can be extended to a maximum of 5 years. The new financing facility consist of an overdra facility, borrowing base facility and an acquisition facility. The financing facility has an interest rate of 3M-Euribor plus a margin which is slightly lower than the previous financing agreement.
CLIQ Digital AG is obliged to comply with the covenants set out in the loan agreements with Commerzbank. For the first six months of 2022, all covenants were met. In order to secure the credit facility, the CLIQ Digital Group transferred its trade receivables to Commerzbank by way of global assignment. The receivables have not been derecognised as substantially all the risks and rewards, primarily the risk of default, remain with the Group.
The capitalised financing expenses are related to arrangement fees and other expenses which are directly attributable to obtaining the financing facility. The capitalised financing expenses are released as financial expenses in a straight-line in accordance with the end term of the financing facility.
At 30 June 2022, the Group had the following share-based payment arrangements outstanding:
| 30/06/2022 | 31/12/2021 | |
|---|---|---|
| In '000 € | Number of instruments | Number of instruments |
| Share appreciation rights 2017 | 3.0 | 8.5 |
| Stock option plan 2017 | 67.5 | 67.5 |
| Share appreciation rights 2019 | 34.6 | 34.6 |
| Share appreciation rights 2020 | 53.3 | 53.3 |
| Share appreciation rights 2021 | 59.3 | 59.3 |
| Share appreciation rights 2022 | 44.0 | - |
| Subtotal cash-settled share option arrangements | 261.6 | 223.1 |
| Stock option plan 2020 | 73.5 | 52.5 |
| Subtotal equity-settled share option arrangements | 73.5 | 52.5 |
| Total | 335.1 | 275.6 |
During the period, the below share-based payment arrangements are new or changed compared to the last annual financial statements.
During Q1 2022 the Group granted a total of 44,000 share appreciation rights (SARs) 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.
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 long-term increase of the corporate value so as to have regard to the shareholder value concept. During the period 21,000 stock option rights have been granted.
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 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.
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.
| Share apprecia tion rights 2017 |
Stock option plan 2017 |
Share ap preciation rights 2019 |
Share ap preciation rights 2020 |
Share ap preciation rights 2021 |
Share ap preciation rights 2022 |
|
|---|---|---|---|---|---|---|
| Number of options issued (in '000) |
74.0 | 67.5 | 34.6 | 63.3 | 59.3 | 44.0 |
| Fair value of the option on grant date |
€2.52 | €1.46 | €0.65 | €2.61 | €7.27 | €7.43 |
| Fair value of the option on measurement date |
€20.26 | €24.79 | €23.77 | €19.22 | €10.51 | €10.10 |
| Exercise price of the option on the issue date |
€6.84 | €1.00 | €2.35 | €6.29 | €21.19 | €22.67 |
| Expected volatility | 65% | 65% | 60% | 60% | 60% | 60% |
| Duration of the option | 7 yrs | 7 yrs | 7 yrs | 7 yrs | 7 yrs | 7 yrs |
| Expected dividends | 5.0% | 5.0% | 5.0% | 5.0% | 5.0% | 5.0% |
| Risk-free interest rate | -0.6% | -0.5% | -0.5% | -0.5% | -0.4% | -0.4% |
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.
| 201Stock option plan 2020 | |
|---|---|
| Number of options issued (in '000) | 73.5 |
| Fair value of the option on grant date | €18.55 |
| Share price on grant date | €23.94 |
| Exercise price of the option on grant date | €1.00 |
| Expected volatility | 60% |
| Duration of the option | 7 yrs |
| Expected dividends | 5.0% |
| Risk-free interest rate | -0.5% |
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.
The number and weighted-average exercise prices of share options under the share option programmes were as follows.
| 6M 2022 Average exercise price |
||
|---|---|---|
| Number | € | |
| 1 January | 275,600 | 6.71 |
| Granted during the period | 65,000 | 15.67 |
| Exercised during the period | -5,500 | 6.84 |
| 30 June | 335,100 | 8.45 |
| Exercisable on 30 June | 3,000 | 6.84 |
The options outstanding at 30 June 2022 had an exercise price in the range of €1.00 to €32.32 (31 Dec 2021: €1.00 to €32.32) and a weighted-average contractual life of 5.0 years (31 Dec 2021: 5.2 years). The weighted-average share price at the date of exercise for share options exercised in 2022 was €25.93 (6M 2021: €23.77).
As at balance sheet date the Group has no significant commitments for expenditures which have not already been recognised.
On 6 July 2022 CLIQ Digital AG and a consortium consisting of Commerzbank AG and Deutsche Bank AG entered into a new financing facility for a total amount of € 37.5 million with an optional increase to € 57.5 million. The financing facility has a duration of 3 years and can be extended to a maximum of 5 years. For further details reference is made to Note 16.
The condensed consolidated interim financial statements as at 30 June 2022 – 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 30 June 2022 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.
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 2022.
1 August 2022
The Management Board
CLIQ Digital AG Investor Relations
Sebastian McCoskrie +49 151 52043659 [email protected] www.cliqdigital.com/investors Julián Palacios +49 151 18476600 [email protected] www.cliqdigital.com/investors
Daniela Münster + 49 174 3358111 [email protected] www.deekeling-arndt.com
CLIQ Digital is a global streaming provider specialising in the performance marketing of mass market entertainment products and oering its members unlimited access to movies, series, music, audiobooks, sports and games. CLIQ Digital has a long and successful corporate history in digital marketing, oering niche products to the mass market at competitive prices. The company operates in over 30 countries and employed 168 sta from 34 dierent nationalities as at 30 June 2022. CLIQ Digital is a valuable strategic business partner for networks, content producers as well as for publishers and payment service providers. The company is headquartered in Düsseldorf and has oices in Amster-dam, London, Paris, Barcelona, Toronto and Florida. CLIQ Digital is listed in the Scale segment of the Frankfurt Stock Exchange (ISIN: DE000A0HHJR3, WKN: A0HHJR) and is a constituent of the MSCI World Micro Cap Index.
Visit our website at https://cliqdigital.com/investors, here you will find all publications as well as further information about CLIQ Digital. Follow us on LinkedIn | Facebook | Instagram.
This financial report 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.
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