CM.com N.V. — Earnings Release 2022

Sep 28, 2022

Press Release

1

This document has not been audited

CM.com N.V. Interim condensed consolidated financial statements 30 June 2022

H1 2022 Results.

CM.com reports robust growth in the first half of 2022

H1 2022 Results

CM.com reports robust growth in the first half of 2022

"Growth rates were less steep than in previous periods due to an exceptionally strong Q2 2021 comparison base. In that same quarter last year, Covid-19 related tailwinds reached peak levels with our CPaaS platform being heavily used by health services for communication around Covid tests and vaccinations."

BREDA, 28 JULY 2022

H1 2022 Highlights

• Revenue up 21% to € 136 million, organic revenue up 19%
• Gross profit grew by 26% to € 35 million
• Gross margin up 1 percent point to 26%, supported by all segments except Voice
• Awarded Platinum for Best CPaaS Solution and Best Conversational Commerce Solution in Future Digital Awards by Juniper Research
• FY 2022 revenue outlook revised to € 300–315 million (27%–33% YoY growth) from € 310-330 million (31%-39% YoY growth), given uncertain market conditions
• Focus on profitability, positive EBITDA Outlook towards end of 2023 remains unchanged

Q2 2022 Highlights

• Revenue up 5% at € 65.4 million against exceptionally strong Q2 2021¹ due to peak contributions from Covid-19 related business activities in Q2 2021

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This document has not been audited

CM.com N.V. Interim condensed consolidated financial statements 30 June 2022

• Gross profit increased by 12% to € 17.4 million
• Gross margin up 1.5 percent points to 26.6%, reflecting mix improvements
• Entered CCaaS space through integration of Mobile Service Cloud and Voice
• Official Partner of Google Business Messages

¹Q2 2021 Year-on-Year growth rate amounted to 94%.

KEY FIGURES

	Q2 2022	Q2 2021	Δ Q2-Q2	H1 2022	H1 2021	Δ H1-H1
(x € million)
Revenue	65.4	62.2	5%	135.9	112.0	21%
Gross Profit	17.4	15.6	12%	35.2	27.9	26%
Gross Margin	26.6	25.1		25.9	24.9
Operating expenses	-	-		(42.6)	(27.9)	53%
Normalized EBITDA				(7.4)	0.0
One-offs	-	-		(4.2)	-
EBITDA Net profit CAPEX	- - -	- - -		(11.6) (21.8) (16.8)	0.0 (4.9) (10.7)

KPI^s

	Q2 2022	Q2 2021	Δ Q2-Q2	H1 2022	H1 2021	Δ H1-H1
CPaaS net dollar retention rate2 (%)	-	-		115	130
CPaaS enterprise churn rate3 (%)	-	-		5	4
Number of messages (billions)	1.7	1.4	21%	3.4	2.6	33%
Number of voice minutes (millions)	99	190	(48%)	262	353	(26%)
Total payments (€ millions)	479	277	73%	833	539	55%
Annual Recurring Revenue (ARR)4 (€ millions)	27.6	18.2	52%	27.6	18.2	52%
Number of tickets (millions)	3.9	1.8	117%	6.4	2.0	220%

²Represents the ratio of the revenue of CPaaS customers in comparable twelve months between the actual and preceding year for customers that generated more than € 10,000 in revenue in the actual year

³Represents the ratio of revenue from CPaaS customers that generated more than € 10,000 in revenue in the preceding year, but generated less than € 10,000 in the actual year or were no longer customers in the actual year compared to total revenue in the previous year

⁴ARR represents the annual recurring revenue streams at the end of the period

Message from the CEO

Our business continued to show robust growth in the first half of 2022. Revenue and gross profit were up 21% and 26%, respectively. Growth rates were less steep than in previous periods due to an exceptionally strong Q2 2021 comparison base. In that same quarter last year, Covid-19 related tailwinds reached peak levels with our CPaaS platform being heavily used by health services for communication around Covid tests and vaccinations.

We got off to a good start of the year with a strong 42% revenue growth in the first quarter of 2022. The second quarter yet again demonstrated the robustness of our growth profile as we were able to exceed the high Q2 2021 revenue and gross profit levels by 5% and 12% respectively with a notable increase in gross margin to 27%.

So, without the tailwinds of Covid-related services we continued to grow our CPaaS business by consistently adding new business from existing and new clients. In addition, we saw very strong demand for our SaaS solutions, good growth in Payments and a Ticketing business which hugely benefitted from the surge in tickets for venues and events after Covid-restrictions were lifted.

For us, the past two years since listing have been a time of tremendous growth, not only by revenue and gross profit, but also by staff numbers and our global organization as a whole. We have seen new clients use more of our integrated products from the start and increase the number of products used at a faster pace. More clients embrace our vision of an integrated conversational commerce platform with multiple capabilities and solutions to address their various customer engagement needs. This is also typically reflected in the higher margin we make on new cohorts of clients and new products.

Now with more than 1,000 employees, we believe that our team is nearing the right capacity. At the same time, various one-off implementation projects are moving into their final phase with more efficiencies and clout to come from these improvements going forward. This also means that we have now reached the point where we can shift our focus from accelerating global expansion towards leveraging our current scale and team. While we do intend to continue to invest in growth and future business, this shift is expected to lead to a slower growth of capex and opex including employee levels of which the first signs will become visible in the course of the second half of 2022. In addition, it will allow for increased benefits from cross and upselling, faster commercial paybacks and operating leverage aimed at reaching a structurally positive EBITDA towards the end of 2023.

Finally, to reflect a stronger-than-expected decrease in Covid-related services in the first half of 2022 and signs that clients are becoming more cautious with regard to growth investments and keener on cost savings in light of ongoing inflation and rising concerns about a potential recession, we have slightly lowered our revenue guidance for full year 2022.

Jeroen van Glabbeek CEO CM.com

CM.com N.V. Interim condensed consolidated financial statements 30 June 2022

This document has not been audited

Revenue development

(x € million)

Gross profit development

(x € million)

GROUP PERFORMANCE

	H1 2022	H1 2021	% H1-H1
(x € million)
Revenue	135.9	112.0	21%
CPaaS	114.5	98.4	16%
SaaS	11.8	8.0	48%
Payments	6.1	4.8	27%
Ticketing	3.5	0.8	338%
Gross Profit	35.2	27.9	26%
CPaaS	17.8	17.5	2%
Saas	10.5	7.0	50%
Payments	3.6	2.7	33%
Ticketing	3.3	0.7	371%
Gross Margin	25.9%	24.9%
CPaaS	15.5%	17.8%
SaaS	89.0%	87.5%
Payments	59.0%	56.3%
Ticketing	94.3%	87.5%
Operating expenses	(42.6)	(27.9)	53%
Employee benefit expenses	(25.8)	(17.9)	44%
Other operating expenses	(16.8)	(10.0)	68%
Normalized EBITDA	(7.4)	0.0
One-offs	(4.2)	-
EBITDA	(11.6)	0.0
Depreciation and amortization	(8.6)	(6.0)
Financing costs	(2.4)	(0.0)
Tax	0.8	1.1
Net profit	(21.8)	(4.9)

Revenue grew by 21% to € 135.9 million in H1 2022 (H1 2021: € 112.0 million), fueled primarily by a mix of new and existing clients while held back by the loss of Covid-19 related revenue. As such, Q2 2021 in particular provided for exceptionally strong growth rates and a high comparison base. All business segments and regions contributed to revenue growth in H1 2022. Revenue was up 19% organically, with the strongest growth rates generated in the Americas and APAC.

Gross profit was up 26% (16% organically) at € 35.2 million (H1 2021: € 27.9 million) primarily on the back of the revenue growth across segments.

All processed volumes, except voice minutes, increased, which fueled revenue and gross profit growth. Gross margin increased to 25.9%, up from 24.9% in H1 2021 due to mix improvements and despite a drop in voice which typically has somewhat higher margins than messaging.

In Q2 2022, revenue grew by 5% to € 65.4 million. Gross profit rose by 12% to € 17.4 million, which reflects a gross margin of 26.6%, up from 25.1% in Q2 2021. The growth pace tempered because the tailwinds from Covid-19 fell away and we compared with an exceptionally strong Q2 2021 in which COVID-19 was (fully) present.

Performance per Business Segment 5

Revenue increased by 16% to € 114.5 million in H1 2022 (H1 2021: € 98.4 million), with gross profit up 2% to € 17.8 million (H1 2021: € 17.5 million). The growth rate was tempered due to the loss of Covid-19 related revenue and an exceptionally high Q2 2021 comparison base in which these Covid-19 effects were fully present.

During the pandemic, CM.com launched multiple innovative services accommodating the fight against Covid-19 in a number of countries, which acted as a catalyst for CPaaS growth throughout H1 2021 with peak levels in voice minutes reached in Q2 2021. When normalised for these exceptional voice-related Covid-19 effects, the underlying CPaaS messaging margin remained robust and fairly stable over the past 10 consecutive quarters.

The net dollar retention rate (NDR) came in at 115% which implies existing customers generated 15% more revenue during the last twelve months compared to H1 2021. When normalised for the exceptional voice-related Covid-19 effects NDR stood at 122%. At the same time, customer churn was limited to 5%

The number of messages continued to increase by 33% to 3.4 billion in H1 2022 and by 21% to 1.7 billion in Q2 2022, with both existing and new customers contributing. The number of voice minutes dropped by 26% to 262 million minutes in H1 2022, and by 48% to 99 million minutes in Q2 2022, coming down from the exceptionally high Covid-related levels reached in the same period last year and now reflecting more sustainable levels going forward.

Messages

(# billions)

⁵The former business segment Platform has been split up in SaaS and Ticketing. The former business segment Other has been included in CPaaS. As a consequence, CM.com reports on 4 business segments (CPaaS, SaaS, Payments and Ticketing) as of the financial year 2022. For comparison purposes, the 2021 segmentation has been adjusted accordingly.

(# millions) Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 37 52 97 99 109 163 190 ^{163 157} 179 157 2020 2021 2022 Voice Minutes

Revenue grew by 48% to € 11.8 million (H1 2021: € 8.0 million) and gross profit was up 50% at € 10.5 million (H1 2021: € 7.0 million). The rapid growth was largely organic of nature and also aided by the acquisition of Building Blocks. As a result, ARR increased by 52% to € 27.6 million in H1 2022. The strong growth of SaaS also contributed to a higher group gross margin.

In H1 2022, we also entered the CCaaS space by combining our voice capabilities and Mobile Service Cloud to create one new and powerful product offer for contact centers which allows them to manage all incoming communication channels from one Saas-based solution.

These developments alongside our integrated in-house developed products such as our Mobile Marketing Cloud and over-the-top conversational bundles enable us to reach our goal to sell the full Conversational Commerce proposition and to further leverage our unique position in SaaS.

Annual Recurring Revenue

This document has not been audited

Revenue rose by 27% to € 6.1 million (H1 2021: € 4.8 million), while gross profit was up 33% to € 3.6 million (H1 2021: € 2.7 million). Total payments processed increased by 55% to € 833 million in H1 2022 and by 73% to € 479 million in Q2 2022.

Growth was mainly driven by first contributions from a number of big client wins, such as the payment services for the Dutch government. These higher volumes led to a lower take rate of 0.17 (H1 2021: 0.35).

The increase of venue and event ticket sales following the lifting of Covid restrictions have further aided growth in this segment. Recently, we closed a major Point of Sale deal with a client in the leisure sector which will further boost our Payments business.

In H1 2022, we are now putting the finishing touches on the in-house developed processing platform which is scheduled to be launched in H2 of this year. We consider a proprietary payment processing platform to be a competitive advantage which is expected to offer us multiple benefits in terms of extra quality controls, faster innovation and lower costs.

Total payments

(x € million) 164 183 217 166 262 ^{277 270} 287 354 479 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 2020 2021 2022

Revenue more than tripled by 338% to € 3.5 million (H1 2021: € 0.8 million) with gross profit reaching € 3.3 million, up 371% (H1 2021: € 0.7 million). This huge jump in revenue and gross profit was due to the re-opening of museums, theaters and other venues as well as a surge in tickets for sports, music, and leisure events after Covid-19 restrictions were lifted. The number of tickets increased by 220% in to 6.4 million in H1 2022 and by 117% to 3.9 million in Q2 2022.

Despite the impact of the pandemic on Ticketing customers, we have continued to invest in this business over the past years. As such a large pipeline of venues, festival and event organizers that seek easy-to-implement solutions for the complete end-to-end customer journey has been established. In H1 2022, we added various new international customers including Moco Museum and Wannasee Limited.

Tickets

(# millions)

EBITDA

In line with the roll out of our global expansion strategy and our organization to facilitate future growth, we continued to strengthen our offering. Amongst others, we entered the CCaaS space through integration of Mobile Service Cloud and Voice, implemented a new CRM and HRM system across our global organisation and expanded our staff in H1 2022.

Opex increased by 68% to € 46.8 million in H1 2022, primarily due to a 37% FTE increase to 888 FTE, partly organic and partly inorganic of nature. In addition, opex was up due to implementation costs and increased employee costs related to travel, education and conventions following the lifting of Covid restrictions.

The period under review also included a Bad Debt provision of € 4.2 million for a customer caught in an insolvency procedure.

As a result, normalized EBITDA came in at (€ 7.4 million), while reported EBITDA (including one-off Bad Debt) amounted to (€ 11.6 million) for H1 2022 (H1 2021: € 0.0 million).

FTE Development

Capex

Capex including lease contracts for hard-and software amounted to € 16.8 million (of which € 6.7 million capitalized hours), up 57% versus H1 2021 and representing approximately 12% of revenue. Given the investments in the first six months, the current situation is higher than average. Expected to move to a normal number by the end of the year.

Cash Position

End-June 2022 our non-restricted cash position stood at € 75.3 million. Cash out since year-end 2021 amounted to approximately € 25 million, of which around € 10 million relating to the acquisition of Building Blocks.

Outlook

In the first half of 2022 we saw a stronger-than-expected decrease in Covid-related services. Certain consumerdriven market segments are becoming more cautious with regard to investments and keener on cost savings in light of ongoing inflation and rising concerns about a potential recession. While our products and services are more relevant cater to both sides of the equation, we will need to sharpening our sales and marketing approach efforts to this change in behaviour. To reflect these developments, FY 2022 revenue outlook revised to € 300–315 million from € 310-330 million

As earlier announced, we anticipate to return to a structurally positive EBITDA towards the end of 2023. This is primarily driven by margin expansion due to a continuously improving product mix, increased cross-selling, faster commercial paybacks and opex scalability.

Albeit at a slower pace than in the past 2.5 years, we will continue to invest in scale and growth to further expand our global footprint and local presence. This will include the opening of new hubs and continued investments in the strength of our international organization.

Analyst Earnings Call: H1 2022 Results

On 28 July at 11.00 am CEST, CM.com will host an analyst and investors call that will be live broadcasted on our website: https://www.cm.com/investor-relations

2022 Upcoming Event

Contact Investor Relations

investor.relations@cm.com +31 643280788

About CM.com

CM.com is a listed company (Euronext Amsterdam: CMCOM) and provides Conversational Commerce services from its cloud platform that connects enterprises and brands to the mobile phones of billions of consumers worldwide. Conversational Commerce is the convergence of messaging and payments.

CM.com provides messaging and voice channels, such as SMS, Over The Top (OTT) (e.g. WhatsApp Business, Apple Business Chat, Google RCS, Facebook Messenger, and Viber), Voice API and SIP. These messaging channels can be combined with cloud platform features, like Ticketing, eSignature, Customer Contact, identity services and a Customer Data Platform.

CM.com is a licensed Payment Service Provider (PSP) offering card payments, domestic payment methods and integrated payment methods like WeChat Pay. CM.com has over 1000 employees and offices in 22 countries globally.

The platform of CM.com delivers fully integrated solutions, based on a privately owned cloud and 100% in-house developed software. By doing so, CM.com can guarantee scalability, time-to market and, global redundancy and delivery.

Forward Looking Statements

Statements included in this press release that are not historical facts (including any statements concerning investment objectives, other plans and objectives of management for future operations or economic performance, or assumptions or forecasts related thereto) are forward-looking statements. These statements are only predictions and are not guarantees. Actual events or the results of our operations could differ materially from those expressed or implied in the forward-looking statements. Forward-looking statements are typically identified by the use of terms such as "may," "will", "should", "expect", "could", "intend", "plan", "anticipate", "estimate", "believe", "continue", "predict", "potential" or the negative of such terms and other comparable terminology. The forward-looking statements are based upon our current expectations, plans, estimates, assumptions and beliefs that involve numerous risks and uncertainties. Assumptions relating to the foregoing involve judgments with respect to, among other things, future economic, competitive and market conditions and future business decisions, all of which are difficult or impossible to predict accurately and many of which are beyond our control. Although we believe that the expectations reflected in such forward-looking statements are based on reasonable assumptions, our actual results and performance could differ materially from those set forth in the forward-looking statements.Although we believe that the expectations reflected in such forward-looking statements are based on reasonable assumptions, our actual results and performance could differ materially from those set forth in the forward-looking statements.

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CM.com N.V. Interim condensed consolidated financial statements 30 June 2022

OVERVIEW KPIs	2022	2022	2021	2021	2021	2021	2020	2020	2020	2020
	Q2	Q1	Q4	Q3	Q2	Q1	Q4	Q3	Q2	Q1
Total revenue (€ million)	65.4	70.5	66.8	58.2	62.2	49.8	45.3	38.5	28.5	29.3
Gross margin (%)	26.6%	25.2%	27.4%	28.4%	25.1%	24.7%	25.4%	24.4%	21.8%	21.5%
Number of messages (billion)	1.7	1.7	1.7	1.5	1.4	1.2	1.2	0.9	0.7	0.9
Numer of voice minutes (million)	99	163	179	157	190	163	109	97	52	37
Total payments (€ million)	479	354	287	270	277	262	217	164	183	166
Total tickets (million)	3.9	2.5	2.8	4.4	1.8	0.2	1.4	2.8	0.6	0.5
Annual recurring revenue (€ million)	27.6	26.3	22.7	20.4	18.2	15.0	14.0	10.8	3.8	3.4

2022 Interim Condensed Consolidated Financial Statements

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CM.com N.V. Interim condensed consolidated financial statements 30 June 2022

Contents

Interim condensed consolidated statement of financial position	17
Interim condensed consolidated statement of profit or loss and other comprehensive income	18
Interim condensed consolidated statement of changes in equity	19
Interim condensed consolidated statement of cash flows	20
Notes to the interim condensed consolidated financial statements	21

Interim condensed consolidated statement of financial position as at 30 June 2022

x € 1,000		30 Juni 2022	31 December 2021
	Note	Unaudited	Audited
Assets
Non-current assets
Goodwill	8	29,408	22,210
Intangible assets	8	67,051	57,923
Property, plant and equipment	9	8,465	7,233
Right-of-use assets	10	27,379	13,437
Long-term receivables		2,289	2,152
Associates		1,974	1,974
Deferred tax assets	11	1,205	1,083
Total non-current assets		137,771	106,012
Current assets
Inventories		841	333
Trade and other receivables	12	46,061	49,326
Current tax receivable		559	496
Cash and cash equivalents	13	96,983	122,058
Total current assets		144,444	172,213
Total assets		282,215	278,225
Equity and liabilities
Equity
Share capital		1,736	1,730
Share premium		127,735	124,794
Reserve		7,302	6,916
Retained earnings		(60,013)	(35,575)
Total equity		76,760	97,865
Non-current liabilities
Borrowings	14	15,902	6,344
Convertible bond		93,449	92,648
Deferred tax liability	11	3,379	2,847
Other liabilities		196	196
Total non-current liabilities		112,926	102,035
Current Liabilities
Trade and other payables	16	77,467	70,604
Contract liabilities	17	7,166	4,012
Current tax liabilities		623	-
Current portion of borrowings	14	7,273	3,709
Total current liabilities		92,529	78,325
Total liabilities		205,455	180,360
Total equity and liabilities		282,215	278,225

The accompanying notes to the interim condensed consolidated financial statements are an integral part of these statements.

Interim condensed consolidated statement of profit or loss and other comprehensive income for the six months ended 30 June 2022

x € 1,000		Six months to 30 June 2022	Six months to 30 June 2021
	Note	Unaudited	Unaudited
Revenue	7	135,936	112,008
Cost of services	7	(100,756)	(84,072)
Employee benefits expenses		(25,823)	(17,951)
Amortisation and depreciation		(8,629)	(6,076)
Other operating expenses		(20,959)	(9,978)
Operating Loss		(20,231)	(6,069)
Finance income		204	12
Finance expenses		(2,605)	(44)
Loss before tax		(22,632)	(6,101)
Income tax		806	1,104
Loss after tax		(21,826)	(4,997)
Other comprehensive loss, net of tax		1,461	(80)
Total comprehensive loss		(20,365)	(5,077)
Basic and diluted earnings per share (in euro)		(0,70)	(0,17)

The accompanying notes to the interim condensed consolidated financial statements are an integral part of these statements.

Interim condensed consolidated statement of changes in equity for the six months ended 30 June 2022

x € 1,000	Share capital	Share premium result	Equity component convertible bonds	Treasury shares	Retained earnings	Other reserve	Total
Balance at 1 January 2022	1,730	124,794	6,208	-	(35,575)	708	97,865
Result for the year	-	-		-	(21,826)	-	(21,826)
Other comprehensive income	-	-	-	-	-	1,461	1,461
Purchase of treasury shares	-	-	-	(3,585)	-	-	(3,585)
Exercised of treasury shares	-	-	-	2,510	140	-	2,650
Issuance of shares related to business combinations	5	2,645	-	-	(2,650)	-	-
Issuance of shares to employees	1	296	-	-	(102)	-	195
Balance at 30 June 2022 (Unaudited)	1,736	127,735	6,208	(1,075)	(60,013)	2,169	76,760

x € 1,000	Share capital	Share premium result	Equity component convertible bonds	Treasury shares	Retained earnings	Other reserve	Total
Balance at 1 January 2021	1,724	122,691	-	-	(22,925)	(180)	101,310
Result for the year	-	-	-	-	(4,997)	-	(4,997)
Other comprehensive income	-	-	-	-	-	(80)	(80)
Issuance of shares related to business combinations	1	349	-	-	907	-	1,257
Issuance of shares to employees	1	117	-	-	244	-	362
Balance at 30 June 2021 (Unaudited)	1,726	123,157	-	-	(26,771)	(260)	97,852

The subscribed share capital as at 30 June 2022 amounted to €1.74 million (30 June 2021: €1.73 million) and was divided into 28,934,518 shares (30 June 2021: 28,776,522 shares) fully paid-up with a nominal value per share of €0.06.

In the first half year of 2022, the company purchased 143.925 own shares relating to business combinations and 60.000 own shares to satisfy obligations related to the equity-settled share-based compensation plans. The amount of treasury shares held as at HY 2022 of €1.08 million (HY 2021: 0) represents 71,815 shares (HY 2021: 0).

The accompanying notes to the interim condensed consolidated financial statements are an integral part of these statements.

Interim condensed consolidated statement of cash flows for the six months ended 30 June 2022

x € 1,000		Six months to 30 June 2022	Six months to 30 June 2021
	Note	Unaudited	Unaudited
Operating activities
Operating loss		(20,231)	(6,069)
Adjustments for: - Amortisation and depreciation		8,629	6,076
Changes in working capital:
- Inventories		(508)	70
- Trade and other receivables		5,610	(9,172)
- Trade and other payables		794	14,119
- Contract liabilities		2,421	(2,309)
- Trade and other receivables Stichting
Derdengelden1		(1,070)	(306)
- Trade and other payables Stichting Derdengelden		1,500	11,784
Interest received		35	12
Corporate income tax paid		(77)	58
Share benefit program personnel		263	362
Net cash from operating activities		(2,634)	14,625
Investments in intangible assets		(7,294)	(4,051)
Divestments in intangible assets		-	142
Investments in property, plant and equipment		(1,613)	(1,031)
Divestments in property, plant and equipment		8	-
Acquisition of subsidiaries and associates
(net of cash)	5	(6,329)	(10,114)
Cash included in Stichting Derdengelden of
acquired company		-	650
Net cash used in investing activities		(15,228)	(14,404)
Loans granted to third parties		(483)	-
Repayment of loans advanced to third parties		378	8
Deposits paid		(310)	(366)
Deposits released		268	-
Repayment of lease liabilities		(3,359)	(1,901)
Interest paid		(1,569)	(44)
Purchase of treasury shares		(3,585)	-
Net cash used in financing activities		(8,660)	(2,303)
Net increase/(decrease) in cash and cash equiva
lents		(26,523)	(2,082)
Cash and cash equivalents at 1 January		122,058	52,504
Currency results on cash and cash equivalents		1,448	40
Net cash and cash equivalents at 30 June		96,983	50,462

The accompanying notes to the interim condensed consolidated financial statements are an integral part of these statements.

1 Safeguarding account to separate client money from operational funds and block the access to this money by third parties.

1 Safeguarding account to separate client money from operational funds and block the access to this money by third parties.

Notes to the interim condensed consolidated financial statements

1. Corporate information

CM.com N.V. (CM.com) is a listed public company which has its registered office at Konijnenberg 30, 4825 BD Breda, the Netherlands. The Company is registered in the Trade Register at the Chamber of Commerce under number 70523770.

These consolidated financial statements comprise the Company and its subsidiaries (collectively CM.com). The activities primarily consists of advising, guiding, implementing, and assisting companies approaching its target audience through modern (media) techniques. The activities of CM.com are carried out both inland and abroad.

2. Basis of preparation

These unaudited interim condensed consolidated financial statements have been prepared in accordance with IAS 34 'Interim Financial Reporting' as adopted by the European Union. They do not include all of the information required for a complete set of annual financial statements and shall be read in conjunction with the consolidated financial statements of CM.com N.V. as at and for the year ended 31 December 2021.

These condensed consolidated interim financial statements were approved by the Management Board of the company on 27 July 2022.

3. Changes in significant accounting policies

The accounting policies adopted in the preparation of the interim condensed consolidated financial statements are consistent with those followed in the preparation of CM.com's annual consolidated financial statements for the year ended 31 December 2021. A number of new standards are effective from 1 January 2022, but they do not have a material effect on the Company's financial statements.

4. Significant judgments and estimates

In preparing these interim condensed consolidated financial statements, management has made a number of judgments, estimates and assumptions about recognition and measurement of assets, liabilities, income and expenses. The actual results may differ from these judgments. The judgments, estimates and assumptions in applying CM.com's accounting policies and the key sources of estimation uncertainty were the same as those described in CM.com's last annual financial statements for the year ended 31 December 2021.

5. Business combinations

Business combinations are accounted for using the acquisition method. The cost of an acquisition is measured as the aggregate of the consideration transferred, which is measured at the acquisition date at fair value. Acquisition-related costs are expensed as incurred and included in other operating expenses. Acquisition-related costs amount to € 181 thousand.

Acquisitions in 2022

On 1 March 2022 CM.com acquired 100% of the shares and voting rights of Building Blocks Holding B.V. Building Blocks is an unlisted company based in the Netherlands, specialised in consumer artificial intelligence ("AI") to build personalized consumer interactions. The purchase price allocation is based on fair value.

The initial accounting for the acquisitions has only been provisionally determined at the end of the reporting period. For tax purposes, the tax values of the acquired assets are required to be reset based on market values of the assets. At the date of finalisation of these consolidated financial statements, the necessary market valuations and other calculations had not been finalised for the acquisitions and they have therefore only been provisionally determined based on the directors' best estimate of the likely tax values.

The provisional fair values of identifiable assets and liabilities of acquisitions as at the date of acquisition were:

Consideration paid in cash	6,891
Equity payment	2,584
Earn-out (part of other accruals)	2,558
Total consideration	12,033
Goodwill	14
Intangible assets	8,073
Property, plant and equipment	354
Right of use assets	1,606
Long-term receivables	24
Trade and other receivables	1,198
Cash and cash equivalents	562
Long-term debt	(2.499)
Trade and other payables	(1,997)
Contract liabilities	(737)
Deferred tax asset	290
Deferred tax liability	(290)
Total fair value of net identifiable assets and
liabilities	6,598
Goodwill recognised	7,187
Platform recognised	4,157
Customer relations recognised	2,636
Deferred tax liability recognised	(1,753)

The present value of the earn-out is based on the 2022-2024 financial performance of the acquired company mainly based on revenue and represents our best estimate as at 30 June 2022. The earn-out will be payable if certain revenue and non-financial targets are met. The total range of outcomes (undiscounted) is between € 0 and € 3.0 million.

Building blocks

Acquisitions in 2021

On 17 March 2021 CM.com acquired 100% of the shares and voting rights of SEPASoft B.V. SEPASoft B.V. is an unlisted company based in the Netherlands, specialised in Point of Sale (POS) Payment acceptance. The purpose of the acquisition is to increase the payment activities. The purchase price allocation is initially based on provisional fair values of identifiable assets and liabilities of SEPASoft B.V. The measurement period for the SEPASoft B.V. acquisition ended on 16 March 2022 and therefore the assets acquired, liabilities assumed, and goodwill recognised were adjusted to reflect new information obtained about facts and circumstances that existed as of the acquisition date, and, if known, would have affected the measurement of the amounts recognised as of that date. The purchase price adjustments recognised during the measurement period resulted in multiple adjustments.

On 1 April 2021 CM.com acquired 100% of the shares and voting rights of Your Ticket Provider B.V. Your Ticket Provider B.V. is an unlisted company based in the Netherlands, specialised in ticketing services. The purpose of the acquisition is to increase the ticketing activities. The purchase price allocation is based on provisional fair values of identifiable assets and liabilities of Your Ticket Provider B.V. The measurement period for the Your Ticket Provider B.V. acquisition ended on 31 March 2022 and no adjustments where made to the originally recorded purchase price allocation.

The fair values of identifiable assets and liabilities of acquisitions as at the date of acquisition were:

	SEPASoft	Other	Total
Consideration paid in cash	9,825	1,509	11,334
Earn-out (part of other accruals)	2,230	540	2,770
Total consideration	12,055	2,049	14,104
Intangible assets	-	16	16
Property, plant and equipment	566	168	734
Right of use assets	-	87	87
Financial assets	-	11	11
Inventories	339	-	339
Trade and other receivables	1,020	224	1,244
Trade and other receivables foundation	-	155	155
Cash and cash equivalents	965	255	1,220
Cash and cash equivalents foundation	-	650	650
Trade and other payables	(1,702)	(410)	(2,112)
Trade and other payables foundation	-	(805)	(805)
Contract liabilities	(702)	(40)	(742)
Deferred tax liability	(264)	-	(264)
Borrowings	(1,011)	(225)	(1,236)
Total fair value of net identifiable assets and
liabilities	(789)	86	(703)
Goodwill recognised	6,486	562	7,048
Platform recognised	5,140	269	5,409
Customer relations recognised	1,624	1,599	3,223
Deferred tax liability recognised	(406)	(467)	(873)

The present value of the earn-out is based on the 2021-2023 financial performance of the companies acquired mainly based on revenue and represents our best estimate as at 30 June 2021. The earn-out will be payable if certain revenue and non-financial targets are met. The total range of outcomes (undiscounted) is between € 0 and € 6.9 million.

6. Seasonal fluctuations

The demand for transactional and messaging services is subject to seasonal fluctuations which are not considered to be high. Historically, peak demand is in the second half of each year. A part of the growth is caused by general growth of the company.

7. Revenue recognition and segment reporting

The definition of our operating segments has changed over the six-month period due to the rapid growth of the company. We have split the Platform segment in SaaS and Ticketing to match with our internal reporting structure. Furthermore the category other has been merged with CPaaS based on the nature of these revenue streams. Finally we have also adjusted our Geographic reporting to a higher aggregation level, due to our global expansion strategy. We have added comparative figures in line with previous half-year reports for comparability. The revenue and profit generated by each of CM.com's operating segments are summarised as follows:

Old structure:

Segment reporting six months to 30 June 2022

x €1,000	CPaaS	Payments	Platform	Other	Total
(Unaudited)
Revenue	110,817	6,113	15,352	3,654	135,936
Cost of Services	(93,766)	(2,477)	(1,597)	(2,916)	(100,756)
Operational expenses					(55,411)
Operating profit					(20,231)
Financial income and expenses					(2,401)
Loss before tax					(22,632)

Segment reporting six months to 30 June 2021

x €1,000	CPaaS	Payments	Platform	Other	Total
(Unaudited)
Revenue	94,088	4,760	8,773	4,387	112,008
Cost of Services	(77,151)	(2,080)	(1,097)	(3,744)	(84,072)
Operational expenses					(34,005)
Operating profit					(6,069)
Financial income and expenses					(32)
Loss before tax					(6,101)

New structure:

Segment reporting six months to 30 June 2022

x €1,000	CPaaS	SaaS	Payments	Ticketing	Total
(Unaudited)
Revenue	114,471	11,818	6,113	3,534	135,936
Cost of Services	(96,682)	(1,371)	(2,477)	(226)	(100,756)
Operational expenses					(55,411)
Operating profit					(20,231)
Financial income and expenses					(2,401)
Loss before tax					(22,632)

Segment reporting six months to 30 June 2021

x €1,000	CPaaS	SaaS	Payments	Ticketing	Total
(Unaudited)
Revenue	98,475	7,986	4,760	787	112,008
Cost of Services	(80,857)	(1,067)	(2,080)	(68)	(84,072)
Operational expenses					(34,005)
Operating profit					(6,069)
Financial income and expenses					(32)
Loss before tax					(6,101)

CM.com's revenue disaggregated by service lines (which correspond to the reportable segments) and geographical markets is as follows:

Old structure:

Six months to 30 June 2022

x €1,000	CPaaS	Payments	Platform	Other	Total
(Unaudited)
The Netherlands	27,410	4,474	11,147	1,400	44,431
Belgium	8,173	325	443	1,202	10,143
France	10,852	27	776	64	11,719
Rest of Europe	17,885	1,196	2,107	987	22,175
APAC	20,642	32	540	1	21,215
Rest of world	25,855	59	339	-	26,253
Total	110,817	6,113	15,352	3,654	135,936

Six months to 30 June 2021

x €1,000	CPaaS	Payments	Platform	Other	Total
(Unaudited)
The Netherlands	40,755	3,852	6,280	2,081	52,968
Belgium	5,731	286	194	1,505	7,716
France	9,465	19	567	54	10,105
Rest of Europe	10,188	554	1,138	662	12,542
APAC	14,891	-	45	13	14,949
Rest of world	13,058	49	549	72	13,728
Total	94,088	4,760	8,773	4,387	112,008

New structure:

Six months to 30 June 2022

x €1,000	CPaaS	SaaS	Payments	Ticketing	Total
(Unaudited)
EMEA	67,973	10,939	6,022	3,534	88,468
of which The Netherlands	28,810	8,213	4,474	2,934	44,431
APAC	20,643	540	32	-	21,215
Americas	25,855	339	59	-	26,253
Total	114,471	11,818	6,113	3,534	135,936

Six months to 30 June 2021

x €1,000	CPaaS	SaaS	Payments	Ticketing	Total
(Unaudited)
EMEA	70,441	7,392	4,711	787	83,331
of which The Netherlands	42,836	5,562	3,852	718	52,968
APAC	14,904	-	45	-	14,949
Americas	13,130	594	4	-	13,728
Total	98,475	7,986	4,760	787	112,008

Assets and liabilities are not monitored by segment and therefore not presented per segment.

26

New structure:

8. Intangible assets

The carrying value of intangible assets is summarised below:

x € 1,000	30 June 2022	31 December 2021	Estimated usefull lives (years)
	Unaudited	Audited
Goodwill	29,408	22,210	Indefinite
Platform (software)	45,613	37,939	5-10
Customer relation	18,424	17,240	5-10
Other	3,014	2,744	5-10/indefinite
Total	96,459	80,133

Platform contains capitalised development hours and acquired platform software.

Other intangible assets consist of patents, trade names, brand names and domain names. Domain names with an indefinite useful life have a carrying amount of € 1,551 million.

Following the war between Russia and Ukraine as well as high inflation, we assessed the implication of these situations on our business. CM.com concluded that there has been no material deterioration in any of the key assumptions made during the last annual impairment review based on current strategy and financial projection, and that there are no indicators of any impairment of intangible assets during the six months ended 30 June 2022. As in previous years, a full annual impairment review will be undertaken at year-end.

9. Property, plant and equipment

The carrying value of property, plant and equipment is summarised below:

x € 1,000	30 June 2022	31 December 2021	Estimated usefull lives (years)
	Unaudited	Audited
Platform (hardware)	2,984	2,668	10
Furniture and fixtures	1,967	1,644	10
Vehicles	71	76	5
Hardware & software workplace	1,906	1,799	5
Leasehold improvements	1,537	1,046	10
Total	8,465	7,233

Platform contains servers and hardware.

10. Right-of-use assets

The carrying value of the right-of-use assets are summarised below:

x € 1,000	30 June 2022	31 December 2021
	Unaudited	Audited
Land and buildings	11,828	5,211
Furniture & fixtures	81	83
Platform (Hardware)	14,421	7,137
Platform (Software)	619	675
Vehicles	430	331
Total	27,379	13,437

11. Taxation

Deferred tax assets are recognised for any unused tax losses. Deferred tax assets for unused tax losses are recognised to the extent that it is probable that taxable profit will be available against which the unused tax losses can be utilised. Other deferred tax assets relate to the difference between the carrying amount of rightof-use assets, and their fiscal values.

x € 1,000	30 June 2022
	Unaudited
Carrying amount as at 31 December 2021	1,083
Netting	5,395
Carrying amount as at 31 December 2021 before netting	6,478
Additional tax losses recognised	756
Newly recognized by acquisitions	290
Reversal of deferred tax assets	(161)
Other movements deferred tax assets	(11)
Netting with deferred tax liability	(6,147)
Carrying amount as at 30 June 2022	1,205

Deferred tax liabilities mainly relate to the difference between the carrying amount of the intangible assets and the convertible bond, and their fiscal values.

x € 1,000	30 June 2022
	Unaudited
Carrying amount as at 31 December 2021	2,847
Netting	5,395
Carrying amount as at 31 December 2021 before netting	8,242
Additional tax losses recognised	-
Acquisition of subsidiary	2,043
Tax rate differences	16
Reversal of taxable temporary differences	(896)
Adjustment prior year	121
Netting with deferred tax asset	(6,147)
Carrying amount as at 30 June 2022	3,379

12. Trade and other receivables

x € 1,000	30 June 2022	31 December 2021
	Unaudited	Audited
Trade receivables	18,536	24,645
Trade receivables Stichting Derdengelden	2,293	1,223
Other receivables, prepayments and accrued income	25,232	23,458
Total	46,061	49,326

A more detailed split of "Other receivables, prepayments and accrued income" is provided below:

x € 1,000	30 June 2022	31 December 2021
	Unaudited	Audited
Accrued revenue	19,226	20,523
Prepayments	4,835	2,138
Other receivables	564	279
VAT and payroll taxes	38	-
Current portion of long-term receivables	569	518
Total	25,232	23,458

13. Cash and short-term deposits

Cash and short-term deposits in the statement of financial position comprises of cash at banks and on hand and short-term deposits with a maturity of three months or less, which are subject to an insignificant risk of changes in value.

x € 1,000	30 June 2022	31 December
		2021
	Unaudited	Audited
Bank balances	75,286	100,021
Bank balances held by Stichting Derdengelden	21,697	22,037
Total	96,983	122,058

14. Borrowings

x € 1,000	30 June 2022	31 December 2021
	Unaudited	Audited
Loan	26	-
Tax debt long term	862	-
Lease liability	22,287	10,053
	23,175	10,053
Current portion of long term borrowings	(7,273)	(3,709)
Total	15,902	6,344

This document has not been audited CM.com N.V. Interim condensed consolidated financial statements 30 June 2022

15. Financial risk management

The aspects of CM.com's financial risk management objectives and policies are consistent with those disclosed in the consolidated financial statements as at and for the year ended 31 December 2021.

The contractual maturities of CM.com's non-derivative financial liabilities are as follows:

-

30 June 2022

x € 1,000

	0-3	4-12	1-5	Over 5		Carrying
Note	months	months	years	years	Total	amount
14	1,901	5,372	9,371	5,631	22,275	22,287
	1,000	1,000	105,378	-	107,378	93,449
16	21,245	-	-	-	21,245	21,245
16/17	54,697	-	-	-	54,697	54,697
	78,843	6,372	114,749	5,631	205,595	191,678

31 December 2021

x € 1,000

		0-3	4-12	1-5	Over 5		Carrying
(Audited)	Note	months	months	years	years	Total	amount
Lease liabilities	14	976	2,869	5,677	926	10,448	10,053
Convertible bond		500	1,500	107,378		109,378	92,648
Trade payables	16	13,857	-	-	-	13,857	13,857
Other financial liabilities	16/17	54,456	-	-	-	54,456	54,456
Total		69,789	4,369	113,055	926	188,139	171,014

16. Trade and other payables

These amounts represent liabilities for goods and services provided to the group prior to the end of the reporting period which are unpaid.

x € 1,000	30 June 2022	31 December 2021
	Unaudited	Audited
Trade payables	21,245	13,857
VAT and payroll services	1,525	2,291
Invoices to be received for services	15,499	16,575
Third party collection payable to content providers	619	1,647
Deposits	171	197
Pension contributions	160	171
Payables from Stichting Derdengelden	24,554	23,054
Other accruals	13,694	12,812
Total	77,467	70,604

This document has not been audited

17. Contract liabilities

The revenue received in advance consists mainly of prepaid subscription revenue (linear released over the contract period) or prepaid CPaaS balances (released by usage).

18. Fair value measurement of financial instruments

The carrying amount of the following financial assets and liabilities is considered a reasonable approximation of fair value:

• trade and other receivables;
• cash and cash equivalents;
• bank loans;
• trade and other payables.

19. Related party balances and transactions

CM.com has multiple current accounts with related parties. All transactions relate to service fees and are charged at arm's length.

20. Events after the reporting date

There has been no subsequent event from 30 June 2022 to the date of issue that affects the condensed consolidated financial statements.