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CLIQ Digital AG
Interim / Quarterly Report • Aug 8, 2024
4523_10-q_2024-08-08_df41e181-e3a1-4801-8e06-8b0441108b78.pdf
Interim / Quarterly Report
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Half-year financial report 2024
- unaudited -
6M 2024 key financials
Business development (in millions of €)
Revenue breakdown Cash position (in % of total)
| Sales & earnings | 6M 2024 | 6M 2023 | 2Q 2024 | 1Q 2024 |
|---|---|---|---|---|
| Revenue | 141.2 | 159.6 | 68.2 | 73.0 |
| Customer acquisition costs for the period | -59.0 | -58.3 | -27.7 | -31.3 |
| EBITDA* | 10.9 | 25.2 | 5.6 | 5.3 |
| EBITDA margin* | 8% | 16% | 8% | 7% |
| EBIT* | 8.3 | 23.5 | 4.3 | 4.0 |
| EBIT margin* | 6% | 15% | 6% | 5% |
| Profi t for the period* | 5.5 | 16.2 | 2.8 | 2.7 |
| Basic earnings per share* (in €) | 0.88 | 2.49 | 0.45 | 0.40 |
| Diluted earnings per share* (in €) | 0.88 | 2.47 | 0.45 | 0.40 |
| Cash flow | 6M 2024 | 6M 2023 | 2Q 2024 | 1Q 2024 |
| Cash flow from operating activities | -0.5 | 17.0 | 0.8 | -1.4 |
| Cash flow from investing activities | -3.4 | -6.5 | -1.1 | -2.3 |
| Operating free cash flow | -3.9 | 10.5 | -0.2 | -3.7 |
| Cash flow from fi nancing activities | -4.5 | -12.4 | -3.1 | -1.5 |
| Total cash flow | -8.5 | -1.8 | -3.3 | -5.2 |
| KPIs | 30.06.2024 | 31.03.2024 | ||
| Unique paying customers (in millions) | 1.0 | 1.1 | ||
| Lifetime Value of Customer Base | 128 | 136 | ||
| 6M 2024 | 6M 2023 | 2Q 2024 | 1Q 2024 | |
| Exp. avg. lifetime value of a customer (in €) | 80 | 83 | 78 | 81 |
| Total customer acquisition costs | 53.8 | 91.6 | 24.5 | 29.3 |
| Balance sheet | 30.06.2024 | 31.12.2023 | ||
| TotaI assets | 146.7 | 154.7 | ||
| Equity | 100.8 | 103.1 | ||
| Equity ratio | 69% | 67% | ||
| Net financial debt (-) / net liquidity (+) | 7.2 | 15.7 | ||
| Human resources | ||||
| 30.06.2024 | 31.12.2023 | |||
| Full-time employees | 132 | 147 | ||
| Part-time employees | 23 | 23 | ||
| Total employees | 155 | 170 | ||
| Shares | 30.06.2024 | 31.12.2023 | ||
| Share price (in €) | 6.76 | 19.88 | ||
| Numbers of shares issued | 6,508,714 | 6,508,714 | ||
| Numbers of shares outstanding | 6,180,802 | 6,504,714 | ||
| Market capitalisation | 4 1.8 | 12 9,3 |
* before special items for the periods in 2024
Management Statement
"We have grown very fast in recent years, and it's now time for a more eective and focused Group structure.
In the first half-year, we concentrated on optimising and adapting our business as market circumstances required us to do so. We focussed on margin rather than sales growth.
We progressed significantly in transforming our organisation and seing the stage for sustainable growth in the years to come."
Business development
Group-wide transformation programme
In 2024, the Group 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.
Initial cost-savings in the first six months 2024 included measures to improve the strategic alignment of the business operations towards bundled-content streaming services, reduce general administrative costs and strategically reviewing our human resources. Examples include the U.K. oce closure, cloud storage cost reductions and the cancellation of three sell-side research coverage contracts, which were not value-enhancing.
Productivity gains will be generated by fully focussing on operational improvements required across the Group. The Group will focus on new sales channels (the "Magnificent Seven") to adopt new and innovative marketing approaches to generate sales and earnings.
Revenue
In the second quarter 2024 (01/04 – 30/06/2024), the CLIQ Digital Group (hereaer referred to as "CLIQ" or "Group") generated €68.2 million in revenue (1Q 2024: €73.0 million). Year-on-year as well as quarter-on-quarter, revenue declined by 11% and 7% respectively. The main reason for this decline was the lowering of the Cost Per Acquisition (CPA), which Management executed to put a stronger focus on profitable sales. The CPA was brought more in line with the lower lifetime value (LTV) of our customers, which led to less new customer acquisitions. The LTV decreased due to higher churn rates resulting from new customer care tools in place at the card scheme companies, which led to shorter average customer loyalty durations.
In 2Q 2024, bundled-content streaming services constituted 97% of total Group revenue (1Q 2024: 96%) and the regions North America and Europe constituted 68% and 21% of total revenue respectively. Latin America grew in the second quarter 2024 to €3.9 million revenue.
| in millions of € | 6M 2024 | 6M 2023 | 2Q 2024 | 1Q 2024 |
|---|---|---|---|---|
| Revenue | 141.2 | 159.6 | 68.2 | 73.0 |
| of which generated by: | ||||
| Bundled-content streaming services | 136.3 | 148.9 | 66.0 | 70.3 |
| Single-content streaming services | 4.9 | 10.7 | 2.2 | 2.7 |
| Regional split: | ||||
| North America | 95.2 | 89.9 | 46.7 | 48.5 |
| Europe | 31.8 | 59.4 | 14.2 | 17.6 |
| Latin America | 7.4 | 6.0 | 3.9 | 3.5 |
| ROW | 6.8 | 4.4 | 3.4 | 3.4 |
In the first six months of 2024, CLIQ's revenue declined year-on-year by 12% to €141.2 million (6M 2023: €159.6 million). Revenue from bundled-content streaming services amounted to €136.3 million, which was a year-on-year decrease of 8%. The share of North American and European revenue was 67% and 23% respectively (6M 2023: 56% and 37% 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 € | 6M 2024 |
6M 2023 |
Y/Y ∆ | 2Q 2024 |
1Q 2024 | Q/Q ∆ |
|---|---|---|---|---|---|---|
| Total customer acquisition costs | -53.8 | -64.7 | -17% | -24.5 | -29.3 | -16% |
| Capitalised customer acquisition costs (contract costs) |
53.5 | 63.1 | 24.4 | 29.1 | ||
| Amortised contract costs | -58.6 | -56.6 | -27.6 | -31.1 | ||
| Customer acquisition costs for the period | -59.0 | -58.3 | 1% | -27.7 | -31.3 | -12% |
| in % of revenue | 42% | 37% | 41% | 43% |
CLIQ's total customer acquisition costs in 2Q 2024 amounted to €24.5 million (1Q 2024: €29.3 million). The customer acquisition costs for the period in 2Q 2024 amounted to €27.7 million (1Q 2024: €31.3 million), which as a percentage of revenue was 41% (1Q 2024: 43%). The lower customer acquisition costs for the period are aributable to the Group's decision to focus on profitability and subsequently to lower the target Cost Per Acquisition (CPA), which also resulted in lower sales.
In 6M 2024, the Group's total customer acquisition costs decreased by 17% to €53.8 million (6M 2023: €64.7 million) and the customer acquisition costs for the period amounted to €59.0 million (6M 2023: €58.3 million).
EBITDA
To provide a clear and accurate representation of the core performance, the EBTIDA has been normalised for special items. These normalisations predominately account for costs linked to the Group-wide transformation programme ("Fit for Future"), including corporate restructuring and tax optimisations. The special items comprise also temporary consultancy and contractor costs to execute the "Fit for Future" transformation programme as well as sta and other operational expenses. These temporary costs will be reduced aer the completion of the transformation programme. These normalisations ensure that the EBITDA before special items accurately reflects the Group's ongoing operational performance and growth potential.
In the second quarter of 2024, CLIQ's EBITDA before special items increased quarter-on-quarter by 4% to €5.6 million (1Q 2024: €5.3 million), which resulted in an EBITDA margin of 8.2% (1Q 2024: 7.3%). The higher customer churn rate also resulted in an increase in the Other Cost of Sales from greater refund-related costs. Reported EBITDA in the second quarter was €3.0 million (1Q 2024: €1.9 million) and 61% higher than in the first quarter. Included therein are €2.6 million special items relating to costs incurred from the Group's transformation programme (1Q 2024: €3.5 million).
In the first six months of 2024, the Group's EBITDA before special items decreased by 57% to €10.9 million (6M 2023: €25.2 million) and the EBITDA margin was 7.7% (6M 2023: 15.8%). Reported EBITDA decreased to €4.8 million and included therein are €6.1 million special items relating to the Group's transformation programme.
Profit for the period & Earnings per share
Before special items, profit in the second quarter 2024 was 3% sequentially higher and totalled €2.8 million (1Q 2024: €2.7 million). Basic EPS before special items for the second quarter increased quarter-on-quarter by 13% and was €0.45 (cf. €0.40 in 1Q 2024). Reported profit for the period was €0.8 million (1Q 2024: €0.1 million) with €0.14 basic EPS (1Q 2024: €0.02).
Profit before special items in the first six months amounted to €5.5 million and was 66% lower than prior year (6M 2023: €16.2 million). Basic EPS before special items for the first six months was €0.88 in comparison to €2.49 in 6M 2023. Reported profit for the period was €1.0 million with €0.15 basic EPS.
Share buyback programme
On 20 February 2024, CLIQ announced that its Management and Supervisory Board had authorised a capital return programme by means of a share buyback of up to 646,871 of the company's shares that will be completed within twelve months.
In the period from 28 February 2024 to 30 June 2024, the company repurchased 323,912 shares under its share buyback programme at an average share price of €11.03, which equalled 50.1% of the maximum buyback volume and 5.0% of the total share capital issued. Per 30 June 2024, the total shares outstanding amounted to 6,180,802 (6,508,714 shares issued less 327,912 treasury shares).
For further information on the share buyback programme, please refer to the section "Share Buyback Programme 2024".
Operational indicators
Per 30 June 2024, the total number of unique paying customers for bundled and single-content streaming services amounted to 1.0 million (31/03/2024: 1.1 million). The quarter-on-quarter decrease resulted from the Group's stronger focus on profitability than on sales growth.
The expected average lifetime value of a customer (LTV) for bundled and single-content services was down 4% quarter-on-quarter to €78 in 2Q 2024 (1Q 2024: €81). In 6M 2024, the corresponding value was €80 (6M 2023: €83).
As at 30/06/2024, the Group's lifetime value of customer base (LTVCB) was €128 million (31/03/2024: €136 million). The LTVCB is calculated by multiplying the number of customers by their individual remaining lifetime value and represents the total revenue that is expected to be generated by existing customers.
Cash flow
| in millions of € | 6M 2024 | 6M 2023 | 2Q 2024 | 1Q 2024 |
|---|---|---|---|---|
| EBITDA before special items | 10.9 | 25.2 | 5.6 | 5.3 |
| Special items | -6.1 | - | -2.6 | -3.5 |
| Δ Contract costs | 5.1 | -6.4 | 3.2 | 2.0 |
| Δ Other working capital | -12.2 | 0.2 | -6.3 | -5.8 |
| Taxes, financial result & others | 1.8 | -1.8 | 1.0 | 0.7 |
| Cash flow from operating activities | -0.5 | 17.0 | 0.8 | -1.4 |
| Cash flow from investing activities | -3.4 | -6.5 | -1.1 | -2.3 |
| Operating free cash flow | -3.9 | 10.5 | -0.2 | -3.7 |
| Share buyback | -3.6 | - | -2.4 | -1.1 |
| Dividend payment | -0.3 | -11.6 | -0.3 | - |
| Other cash flow from financing activities |
-0.6 | -0.8 | -0.4 | -0.4 |
| Cash flow from financing activities | -4.5 | -12.4 | -3.1 | -1.5 |
| Cash flow for the period | -8.4 | -1.8 | -3.4 | -5.2 |
In the second quarter 2024, the Group's operating free cash flow was -€0.2 million (1Q 2024: -€3.7 million). The 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 inflow from operating activities during the second quarter of 2024 amounted to €0.8 million (cf. -€1.4 million in 1Q 2024). This increase in cash flow from operating activities was mainly due to lower total customer acquisition costs.
The 2Q 2024 cash outflow from investing activities amounted to €1.1 million compared to €2.3 million in 1Q 2024 and was largely related to less payments for licensed content as well as for investments in platform and technical developments.
The cash flow from financing activities during 2Q 2024 was an outflow of €3.1 million (1Q 2024: €1.5 million outflow) and included €2.4 million cash outflow for the share buyback programme (1Q 2024: €1.1 million) and €0.3 million dividend distribution.
The Group's business development in the first six months of the year resulted in an operating free cash flow of -€3.9 million (6M 2023: €10.5 million inflow).
In 6M 2024, the cash outflow from investing activities was €3.4 million (6M 2023: €6.5 million) and due to less payments for licensed content as well as for investments relating to platform and technical developments.
The cash outflow from financing activities during 6M 2024 was €4.5 million (6M 2023: €12.4 million) and included €3.6 million cash outflow for the share buyback programme and €0.3 million dividend distribution.
Cash position
As at 30 June 2024, the net cash position of the Group was:
| in millions of € | 30.06.2024 | 31.12.2023 | ∆ |
|---|---|---|---|
| Cash & cash equivalents | 7.2 | 15.7 | -8.5 |
| Bank borrowings | - | - | - |
| Net cash position | 7.2 | 15.7 | -8.5 |
Aer neing cash and cash equivalents with bank borrowings per 30 June 2024, the net cash position was €7.2 million compared with a net cash position of €15.7 million as at the year-end closing 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. The Annual Report 2023 is available on the Group's website at hps://cliqdigital.com/investors/financials.
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 stable exchange rates, no adjustments to the Group's portfolio, the Management Board expects organic Group sales in the full year 2024 to be between €260 and €280 million, total customer acquisition costs of between €80 and €100 million, and EBITDA is forecast to range between €10 and €20 million.
Furthermore, revenue of around €325 million is estimated to be achieved in the full year 2025. The mid-term Group sales target is to achieve a run rate during the fourth quarter of 2026, which realises an annual revenue of more than €400 million going forward.
Unaudited condensed consolidated statement of profit and loss for the six months ended 30 June
| in '000 € | Note | 6M 2024 | 6M 2023 |
|---|---|---|---|
| Revenue | 5 | 141,206 | 159,642 |
| Cost of sales | 6 | -116,346 | -117,549 |
| Gross profit | 24,860 | 42,093 | |
| Personnel expenses | 7 | -13,999 | -12,636 |
| Other operating expenses | -5,736 | -4,255 | |
| Impairment losses and gains on trade receivables and contract costs |
-292 | 19 | |
| Total operating expenses | -20,027 | -16,872 | |
| EBITDA | 4,833 | 25,221 | |
| Depreciation, amortisation and impairment charges applied to intangible, tangible and other current assets |
8 | -2,620 | -1,738 |
| EBIT | 2,214 | 23,483 | |
| Financial income and financial expenses | 9 | -46 | -908 |
| Profit before tax | 2,167 | 22,575 | |
| Income taxes | 10 | -1,207 | -6,354 |
| Profit for the period | 961 | 16,221 | |
| Aributable to: | |||
| Owners of the Company | 961 | 16,222 | |
| Non-controlling interest | - | -1 | |
| Profit for the period | 961 | 16,221 | |
| Earnings per share | |||
| Basic earnings per share (in €) | 0.15 | 2.49 | |
| Diluted earnings per share (in €) | 0.15 | 2.47 |
Unaudited condensed consolidated statement of profit and loss and other comprehensive income for the six months ended 30 June
| in '000 € | 6M 2024 | 6M 2023 |
|---|---|---|
| Items that may be reclassified subsequently to profit or loss: |
||
| Exchange dierences on translating foreign operations |
- | 109 |
| Total other comprehensive income for the period |
- | 109 |
| Profit for the period | 961 | 16,221 |
| Total comprehensive income for the period |
961 | 16,330 |
| Aributable to: | ||
| Shareholders of the company | 961 | 16,331 |
| Non-controlling interest | - | -1 |
| Total comprehensive income for the period |
961 | 16,330 |
Unaudited condensed consolidated statement of the financial position
| in '000 € | Note | 30.06.2024 | 31.12.2023 |
|---|---|---|---|
| Assets | |||
| Non-current assets | |||
| Goodwill | 11 | 47,515 | 47,515 |
| Other intangible assets | 12 | 11,563 | 12,134 |
| Property, operating and oce equipment | 13 | 3,281 | 3,979 |
| Contract costs | 2,413 | 2,581 | |
| Other non-current assets | 14 | 1,972 | 1,971 |
| Deferred tax assets | 1,346 | 1,683 | |
| Total non-current assets | 68,090 | 69,864 | |
| Current assets | |||
| Trade receivables | 27,770 | 20,546 | |
| Contract costs | 41,652 | 46,616 | |
| Other assets | 1,938 | 1,915 | |
| Cash and cash equivalents | 7,241 | 15,737 | |
| Total current assets | 78,600 | 84,812 |
| Total assets | 146,691 | 154,677 |
|---|---|---|
| in '000 € | Note | 30.06.2024 | 31.12.2023 |
|---|---|---|---|
| Equity and liabilities | |||
| Equity | |||
| Issued capital | 6,185 | 6,509 | |
| Share premium | 54,805 | 58,053 | |
| Retained earnings | 37,272 | 36,569 | |
| Other reserves | 2,627 | 2,046 | |
| Equity a ributable to the shareholders |
100,889 | 103,177 | |
| Non-controlling interest | -93 | -93 | |
| Total equity | 100,795 | 103,084 | |
| Liabilities | |||
| Non-current liabilities | |||
| Deferred tax liabilities | 12,993 | 14,309 | |
| Other financial liabilities | 15 | 2,480 | 2,969 |
| Other liabilities | 83 | 423 | |
| Total non-current liabilities | 15,556 | 17,700 | |
| Current liabilities | |||
| Other financial liabilities | 15 | 1,348 | 1,410 |
| Provisions | 375 | 375 | |
| Trade payables | 9,543 | 13,086 | |
| Income tax liabilities | 8,047 | 6,886 | |
| Other liabilities | 11,027 | 12,136 | |
| Total current liabilities | 30,340 | 33,892 | |
| Total liabilities | 45,895 | 51,593 | |
| Total equity and liabilities | 146,691 | 154,677 |
Unaudited condensed consolidated statement of changes in equity for the six months ended 30 June
| in '000 € | Issued capital |
Share premium |
Retained earnings |
Other reserves |
Equity a ributa ble to the sharehol- ders |
Non-con trolling interest |
Total 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 |
- | - | 961 | - | 961 | - | 961 |
| Other comprehensive income |
- | - | - | -104 | -104 | - | -104 |
| Dividend distributions |
- | - | -258 | - | -258 | - | -258 |
| Equity-seled share based payments |
- | - | - | 684 | 684 | - | 684 |
| Own shares acquired | -324 | -3,248 | - | - | -3,572 | - | -3,572 |
| Balance as of 30 June 2024 |
6,185 | 54,805 | 37,272 | 2,627 | 100,889 | -93 | 100,795 |
Unaudited consolidated cash flow statement for the six months ended 30 June
| in '000 € | Note | 6M 2024 | 6M 2023 |
|---|---|---|---|
| Cash flow from operating activities | |||
| Profit before tax | 2,167 | 22,575 | |
| Net (gain)/loss arising on financial liabilities designated as at fair value through profit and loss |
9 | -8 | - |
| Financial income and expenses recognised in profit or loss |
9 | 54 | 908 |
| Equity-seled share based payment transactions | 684 | 256 | |
| Depreciation and amortisation of non-current assets | 12, 13 | 4,583 | 3,391 |
| 7,481 | 27,131 | ||
| Changes in working capital | |||
| (Increase)/decrease in contract costs | 5,131 | -6,413 | |
| (Increase)/decrease in trade receivables and other current assets |
-7,275 | -4,642 | |
| Increase/(decrease) in current liabilities | -4,925 | 4,700 | |
| Cash generated from operations | 413 | 20,775 | |
| Income taxes (paid)/received | -1,023 | -3,596 | |
| Interest (paid)/received | 72 | -154 | |
| Net cash generated from operating activities | -538 | 17,026 | |
| Cash flow from investing activities | |||
| Payments for property, plant and equipment | 13 | -23 | -87 |
| Payments for intangible fixed assets | 12 | -3,382 | -5,411 |
| Sales/ (Acquisition) of other investments | - | -199 | |
| Net cash (outflow)/inflow on acquisition of subsidiaries | - | -800 | |
| Net cash used in investing activities | -3,406 | -6,497 |
| in '000 € | Note | 6M 2024 | 6M 2023 |
|---|---|---|---|
| Cash flow from financing activities | |||
| Transaction costs related to loans and borrowings | 7 | - | |
| Lease instalments paid | -716 | -723 | |
| Acquisition of non-controlling interest | 1 | 1 | |
| Dividends paid | -258 | -11,643 | |
| Share buyback | -3,572 | - | |
| Net cash used in financing activities | -4,538 | -12,366 | |
| Total cash flow | -8,482 | -1,836 | |
| Cash and cash equivalents at the beginning of the year |
15,737 | 9,900 | |
| Total cash flow | -8,482 | -1,836 | |
| Eects of exchange rate changes on the balance of cash held in foreign currencies |
-14 | -17 | |
| Cash and cash equivalents at the end of the year | 7,241 | 8,046 | |
| Cash and bank balances | 7,241 | 15,538 | |
| Bank borrowing overdra facility |
- | -7,493 | |
| Cash and cash equivalents in cash flow statement | 7,241 | 8,046 |
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 155 sta from 41 dierent nationalities as at 30 June 2024. The company is headquartered in Düsseldorf and has oces in Amsterdam, Paris and Toronto.
CLIQ Digital is listed in the Open Market segment Scale 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 30 June of each calendar year. These 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 six months ended 30 June 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'). The statements 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 are 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 | 30 Jun 2024 | 31 Dec 2023 |
|---|---|---|---|
| Principal companies | |||
| Netherlands | |||
| 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 Management 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 '000 € | 6M 2024 | 6M 2023 |
|---|---|---|
| Digital entertainment services | 141,033 | 159,642 |
| Digital marketing services | 173 | - |
| Total | 141,206 | 159,642 |
In the following table revenue from contracts with customers is disaggregated by geographical market:
| Total | 141,206 | 159,642 |
|---|---|---|
| ROW | 6,795 | 4,436 |
| Latin America | 7,443 | 5,958 |
| North America | 95,177 | 89,889 |
| Europe | 31,790 | 59,360 |
| in '000 € | 6M 2024 | 6M 2023 |
6 Cost of sales
The cost of sales are composed as follows:
| in '000 € | 6M 2024 | 6M 2023 |
|---|---|---|
| Total customer acquisition costs | 53,837 | 64,730 |
| Capitalised customer acquisition costs (contract costs) |
-53,524 | -63,054 |
| Amortised contract costs | 58,647 | 56,641 |
| Customer acquisition costs for the period | 58,959 | 58,316 |
| Third-party costs | 18,721 | 25,970 |
| Other cost of sales | 38,665 | 33,262 |
| Total | 116,346 | 117,549 |
7 Personnel expenses
The personnel expenses are composed as follows:
| in '000 € | 6M 2024 | 6M 2023 |
|---|---|---|
| Wages and salaries | 11,008 | 9,766 |
| Pension contributions | 12 | 28 |
| Social security contributions | 1,469 | 1,100 |
| Share-based payment arrangements | -165 | 671 |
| Hired sta and related costs | 3,070 | 4,513 |
| Capitalised personnel expenses | -1,615 | -3,892 |
| Other | 221 | 451 |
| Total | 13,999 | 12,638 |
7.1 Employees
The average number of employees during the reporting period was as follows:
| 6M 2024 | 6M 2023 | |
|---|---|---|
| Employees (average full-time equivalent) | 151,7 | 168,6 |
| Full-time employees (average headcount) | 134,0 | 147,0 |
| Part-time employees (average headcount) | 23,3 | 26,5 |
| Employees (average headcount) | 157,3 | 173,5 |
8 Depreciation, amortisation and impairment expenses
| in '000 € | 6M 2024 | 6M 2023 |
|---|---|---|
| Other intangible assets | 1,896 | 998 |
| Right of use assets | 513 | 518 |
| Plant, operating and oce equipment | 211 | 222 |
| Total | 2,620 | 1,738 |
9 Financial income and financial expenses
| in '000 € | 6M 2024 | 6M 2023 |
|---|---|---|
| Financial income | ||
| Interest income | 194 | - |
| Fair value movements on financial liabilities designated as FVTPL |
8 | - |
| Total financial income | 202 | - |
| Financial expenses | ||
| Interest on bank overdra s and loans |
-32 | -84 |
| Amortisation capitalised finance expenses | -20 | -63 |
| Interest expense on lease liabilities | -81 | -99 |
| Foreign currency exchange results | -25 | -473 |
| Bank costs | -43 | -121 |
| Other financial expenses | -47 | -68 |
| Total financial expense | -248 | -908 |
| Total financial income and financial expenses | -46 | -908 |
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 '000 € | DE | NL | Other | 6M 2024 |
|---|---|---|---|---|
| Profit before tax | -1,928 | 1,959 | 2,134 | 2,167 |
| Nominal tax rate | 31.2% | 25.8% | 25.1% | 31.2% |
| Income tax calculated at nominal rate | 602 | -506 | -506 | -676 |
| Eects of dierent tax rates of subsidiaries operating in other jurisdictions |
266 | |||
| Expenses for share option plans which are not tax deductible |
-242 | - | - | -242 |
| Participation exemption | -328 | - | - | -328 |
| Recognition of previously unrecognized/(derecognition of previously recognised) tax losses |
-199 | - | - | -199 |
| Tax results from previous years | 1 | - | - | 1 |
| Fair value movements related to contingent considerations arrangements from acquisitions |
3 | - | - | 3 |
| Other | - | - | -29 | -29 |
| Income tax expense in profit or loss account (eective) |
-163 | -506 | -537 | -1,206 |
| Eective tax rate | -8.5% | 25.8% | 25.2% | 55.7% |
11 Goodwill
11.1 Reconciliation of carrying amount of goodwill
| in '000 € | 30.06.2024 | 31.12.2023 |
|---|---|---|
| Cost | 47,621 | 47,621 |
| Accumulated impairment losses | -106 | -106 |
| Carrying amount goodwill | 47,515 | 47,515 |
| in '000 € | 30.06.2024 | 31.12.2023 |
| Cost | ||
| Opening balance | 47,621 | 47,621 |
| Acquisition through business combination | - | - |
| Disposals | - | - |
| Eect of foreign currency exchange dierences | - | - |
| Closing balance | 47,621 | 47,621 |
| Accumulated impairment losses | ||
| Opening balance | -106 | -106 |
| Impairment | - | - |
| Eect of foreign currency exchange dierences | - | - |
| Closing balance | -106 | -106 |
| Closing balance | 47,515 | 47,515 |
12 Other intangible assets
The other intangible assets consist of the following assets as at 30 June 2024:
| in '000 € | Licenses and trademarks |
Internally generated intangible assets |
Total |
|---|---|---|---|
| Cost | |||
| 31 December 2023 | 5,339 | 12,594 | 17,932 |
| Additions | 1,767 | 1,615 | 3,382 |
| Disposals | -1,768 | -189 | -1,957 |
| 30 June 2024 | 5,338 | 14,019 | 19,357 |
| Accumulated depreciation and impairment losses | |||
| 31 December 2023 | 2,162 | 145 | 2,306 |
| Amortisation in the financial year | 1,964 | 1,895 | 3,859 |
| Disposals | -1,673 | -189 | -1,862 |
| 30 June 2024 | 2,983 | 4,814 | 7,796 |
| Carrying amount 31 December 2023 | 2,646 | 9,488 | 12,134 |
| Carrying amount 30 June 2024 | 2,356 | 9,207 | 11,563 |
13 Plant, operating and oce equipment
The property, plant and equipment consist of the following assets as at 30 June 2024:
| Plant, opera | |||
|---|---|---|---|
| in '000 € | ting and oce equipment |
Right of use assets |
Total |
| Cost | |||
| 31 December 2023 | 1,793 | 4,914 | 6,707 |
| Additions | 23 | - | 23 |
| Disposals | -14 | - | -14 |
| 30 June 2024 | 1,801 | 4,914 | 6,715 |
| Amortisation and impairment losses | |||
| 31 December 2023 | 884 | 1,844 | 2,728 |
| Amortisation in the financial year | 208 | 513 | 722 |
| Disposals | -14 | - | -14 |
| 30 June 2024 | 1,078 | 2,357 | 3,435 |
| Carrying amount 31 December 2023 | 909 | 3,070 | 3,979 |
| Carrying amount 30 June 2024 | 724 | 2,557 | 3,281 |
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 '000 € | 30.06.2024 | 31.12.2023 |
|---|---|---|
| Blacknut S.A.S | 1,572 | 1,572 |
| Dreamspark S.A.S | 400 | 400 |
| Total | 1,972 | 1,972 |
15 Other financial liabilities
| in '000 € | 30.06.2024 | 31.12.2023 |
|---|---|---|
| Non-current liabilities | ||
| Lease liabilities | 2,480 | 2,969 |
| Total non-current liabilities | 2,480 | 2,969 |
| Current liabilities | ||
| Lease liabilities | 1,204 | 1,350 |
| Contingent considerations resulting from acquisitions | - | 8 |
| Forward exchange contracts | 93 | - |
| Other | 52 | 52 |
| Total current liabilities | 1,348 | 1,410 |
| Total financial liabilities | 3,828 | 4,379 |
15.1 Lease liabilities
A maturity analysis of the lease payments as at the reporting date is presented below:
| in '000 € | 30.06.2024 | 31.12.2023 |
|---|---|---|
| No later than 1 year | 1,204 | 1,350 |
| Later than 1 year and not later than 5 years | 2,480 | 2,969 |
| Later than 5 years | - | - |
| Total | 3,684 | 4,319 |
16 Bank borrowings
| 30.06.2024 | 31.12.2023 | |
|---|---|---|
| Credit facility | - | - |
| Borrowing base facility | - | - |
| Total secured bank loans | - | - |
| Capitalised finance expenses | - | - |
| Total bank borrowings | - | - |
The Group has an overdra facility with HSBC for an amount of €15.0 million. If the overdra facility is drawn down upon, 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 €74 thousand of capitalised finance expenses was reclassified to other current assets as no amount was drawn down per 30 June 2024.
17 Share-based payment arrangements
17.1 Description of share-based payment arrangements
At 30 June 2024, the Group had the following share-based payment arrangements outstanding:
| 30.06.2024 | 31.12.2023 | |
|---|---|---|
| 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 | 24 | 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-se led share based payment arrangements |
255 | 249 |
| Stock option plan 2020 | 158 | 137 |
| Stock option plan 2022 | 164 | 152 |
| Subtotal equity-se led share based payment arrangements |
322 | 288 |
| Total | 577 | 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 6M 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 the 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 actual Group EBITDA in comparison to the budgeted Group 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 eligible employees of the company with the interests of the shareholders of the company in a long-term increase in the shareholder value. During 6M 2024, 21,000 stock option rights were granted for the plan relating to 2020 and 12,632 stock option rights were 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 Assumptions 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.
| SOP 2017 | SAR 2019 | SAR 2020 | SAR 2021 | SAR 2022 | SAR 2023 | SAR 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 | €19,82 |
| Fair value of the option on measurement date |
€14.61 | €13.94 | €7.49 | €4,09 | €3.97 | €5.23 | €5.23 |
| 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 | 157,500 | 164,212 |
| Fair value of the option on the grant date | €8.88 | €7.11 |
| Share price at grant date | €23.02 | €26.09 |
| 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 behaviour.
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.
| 6M 2024 | |||
|---|---|---|---|
| Average exercise price | |||
| Number | € | ||
| 31 December 2023 | 535,430 | 7.80 | |
| Granted during the period | 92.982 | 13,14 | |
| Exercised during the period | -50,250 | 3,87 | |
| Forfeited during the period | -1,000 | 28.55 | |
| 30 June 2024 | 577.162 | 7.98 | |
| Exercisable on 30 June 2024 | 1,000 | 2.00 |
The options outstanding at 30 June 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 5.19 years (31 Dec 2023: 5.2 years). The weighted-average share price at the date of exercise for share options exercised in 6M 2024 was €18.21 (6M 2023: €30.28).
18 Commitments and contingencies
As at the 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 30 June 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 30 June 2024 were not audited in accordance with Section 317 of the German Commercial Code (HGB) nor subject 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 August 2024
The Management Board
Further information
Contact
Investor Relations:
Sebastian McCoskrie [email protected] +49 151 52043659
www.cliqdigital.com/investors
Media Relations:
Daniela Münster [email protected] +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 155 people from 41 dierent countries as of 30 June 2024. 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 reporting calendar
7 November 2024: Financial report 3Q/9M 2024 and earnings call
Imprint
Publication date Thursday, 8 August 2024
Published by CLIQ Digital AG Grünstraße 8 40212 Düsseldorf Germany
T. +49 (0)211 9350 706 F. +49 (0)211 9350 150 www.cliqdigital.com
Investor relations Sebastian McCoskrie [email protected] +49 151 52043659
Media relations Daniela Münster [email protected] +49 174 3358111
