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Media and Games Invest SE

Interim / Quarterly Report May 7, 2024

6315_10-q_2024-05-07_51571945-5da0-4992-a09c-335bb7afceae.pdf

Interim / Quarterly Report

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Interim Report, Q1 2024

QUOTE FROM THE CEO

"I am delighted to announce record-breaking revenues of 82 €m based on our strong organic growth of 21% for the first quarter of 2024. Driven by the higher revenues, we achieved a remarkable profitability with adj. EBITDA of 22 €m and an adjusted EBITDA margin of 27%. This achievement reflects our unwavering commitment to innovation and making media better. In Q1 2024, our number of total software clients increased by 30% to 2,410 while the number of ad impressions increased by 20% to 200 billion. Based on customer growth, our strong and innovative product portfolio as well as the recovering overall advertising market, we expect continued strong performance in the coming quarters. Looking ahead we expect meaningful double-digit organic growth for the financial year 2024 and guide on revenues of 350-370 €m with an adjusted EBITDA of 100-110 €m driven by our investments and the overall recovery of the advertising market", commented Remco Westermann, CEO of MGI Group.

FINANCIAL HIGHLIGHTS Q1 2024

  • Net revenue 82.5 (68.8) €m, an increase of 20%
  • Organic net revenue increased by 21%, driven by new Software Clients as well as budget increases from existing Software Clients
  • Adj. EBITDA 22.0 (19.1) €m, an increase of 16%, adj. EBITDA margin of 27 (28) %
  • Adj. EBIT 16.6 (15.2) €m, an increase of 10%
  • Items affecting comparability impacting EBITDA of 1.8 (1.6) €m, mainly for legal and ESOP costs
  • Adj. Net result of 3.1 (3.1) €m
  • Operating Cashflow amounted to 9.1 (-8.7) €m
  • Total net debt, amounted to 318.8 (288.3) €m
  • Reported leverage ratio of 2.4x (3.4x)
  • Adj. Leverage Ratio of 3.2x (3.0x)
  • Cash position amounted to 124.7 (130.0) €m
  • Earnings Per Share (EPS) amounted to 0.0 (0.0 €)
  • Adj. EPS amounted to 0.02 (0.02 €)
  • Total Assets amounted to 1,024 (996) €m
  • Equity Ratio was 36% (31%)
  • 30% Increase in Total Software Clients to 2,410 (1,847)

KEY FIGURES

2024 2023 2023
In €m Q1 Q1 FY
Net Revenues 82.5 68.8 322.0
Y-o-Y Growth in Revenues 20% 4% -1%
EBITDA 20.2 17.4 128.5
EBITDA Margin 24% 25% 40%
Adj. EBITDA 22.0 19.1 95.2
Adj. EBITDA Margin 27% 28% 30%
EBIT 12.3 11.0 99.0
EBIT Margin 15% 16% 31%
Adj. EBIT 16.6 15.2 76.9
Adj. EBIT Margin 20% 22% 24%
Net Result 0.6 0.6 46.2
Net Result Margin 1% 1% 14%
Adj. Net Result 3.1 3.1 57.4
Adj. Net Result Margin 4% 4% 18%

COMMENTS BYTHE CEO

Dear Shareholders

I am delighted to announce record-breaking revenues of 82 €m based on our strong organic growth of 21% for the first quarter of 2024. Driven by the higher revenues, we achieved a remarkable adj. EBITDA of €22 with a strong margin of 27%. This achievement reflects our unwavering commitment to innovation and making media better.

As we navigate through 2024, it is evident that we stand at a pivotal moment for the digital advertising industry. With Google's decision to deprecate third-party cookies in Chrome and the widespread adoption of Apple's App Tracking Transparency framework, alongside shifting consumer privacy expectations and strengthening data privacy regulations, the landscape has never been more challenging and exciting.

At the heart of effective advertising lies the ability to deliver the right message to the right audience, at the right time and place. Addressability is paramount in achieving this goal, enabling precise targeting, retargeting, optimization and measurement.

MGI has been diligently preparing for this moment of truth, and we are proud to already be delivering innovative solutions to address the industry's most pressing challenges. Our commitment is reflected in the significant increase in organic growth witnessed over the past few months.

Key drivers behind our robust growth include:

  • 563 New Customer Onboardings: MGI has successfully onboarded a remarkable 30% of new customers in Q1 2024 compared to Q1 2023, with a substantial pipeline of additional new customers anticipated in the coming quarters.
  • 110% Net \$ Expansion Rate: After a period of economic headwinds leading to budget cuts in 2022 / 2023, MGI is experiencing an encouraging increase in advertising budgets from existing customers, resulting in a positive Net \$ Expansion Rate of 110% - a welcome return to positivity after 18 months.
  • Rising Demand for ID-less Targeting Solutions: Leveraging our AI technology, MGI continues to meet the demand for privacy-first advertising solutions. Our pioneering efforts in ID-less targeting have positioned us as industry leaders, driving significant interest and adoption among advertisers.

Additionally, to further enhance our operational efficiency and innovation capabilities, we are consolidating MGI's marketplaces into a single cloud infrastructure on Google Cloud. This consolidation will empower our technology teams to specialize on a unified stack, fostering increased development agility, reduced operational overhead and highly optimized and cost-efficient business management at scale. The majority of this consolidation is planned to be completed by mid-2025 with a significant cost saving of €20m within the next four-year period.

Furthermore, we are excited to leverage Google Cloud's advanced AI capabilities, including the Vertex AI platform, to drive further innovation within our business operations. Our AI-driven products, such as Moments.AI and ATOM, are expected to benefit significantly from Google Cloud's cutting-edge cloud AI technology.

Looking ahead we expect meaningful organic growth for 2024 and guide on revenues of 350-370 €m with an adjusted EBITDA of 100-110 €m driven by our investments in growth and the overall recovery of the advertising market in 2024.

Thank you for your continued support and confidence in MGI. Together, we will continue to pioneer and thrive in the dynamic world of digital advertising.

Sincerely,

Remco Westermann, CEO of MGI SE

MGI AT A GLANCE

A Global Advertising Technology Company

MGI operates a software platform for the automated buying and selling of digital advertising spaces in real time. In the U.S., the largest advertising market worldwide, we are market leader in in-app advertising, while also being one of the largest providers in Europe. We also serve substantial CTV volumes, as well as other channels such mobile web and digital out-of-home.

Our Mission – Let's Make Media Better

We're disrupting the value chain to create value. For advertisers. For publishers. For the processes, platforms and systems that they invest in. Whether someone works in Berlin, Shanghai, or New York, MGI Group believes that collaboration and speed is the formula to success.

Q1 2024 by assumed location of clients based on IP address or similar.

2400+

Sales Offices

Total Software Clients

21% Organic Growth 770B+ Ad Impressions

750+ Professionals

Net Revenues (€m) Adj. EBITDA (€m)

BUSINESS UPDATE

By many accounts, 2024 will be a very dynamic year for digital advertising. Advertisers, publishers and ad-tech companies have a lot on their minds: i) an estimated 75% of iOS users have already opted out for tracking via Apple's App Tracking Transparency framework (ATT), ii) Google has now also started deprecating third-party cookies in Chrome, even though going at slower pace and now targeting 2025 for full roll-out, iii) consumers' privacy expectations are shifting, and data privacy regulations are strengthening, to name a few. Besides the mostly privacy-related changes, we also see budgets coming back after a period of reduced advertising expenditure as well as 2024 having many large special events such as elections, football championships and the Olympics.

It bears repeating that advertising works best when the right message reaches the right audience, in the right place and at the right time. In ad-tech, this boils down to addressability, the key to effective targeting, retargeting, optimization and measurement / attribution.

The industry is at an inflection point that requires an entirely new way of working in a world with less, or even no, identifiers. Verve Group has spent years preparing for this moment of truth and is already delivering solutions to advertising's biggest challenges. Our technologies are purpose-built for advertisers, publishers and demand-side platforms (DSPs) to succeed in the privacy-centered world, no matter the device or user.

Apart from profiting from the shift towards more privacy, MGI is further investing in growth; by onboarding new and scaling existing customers all over the world, by further product innovation and roll out, by improving our systems via AI and ML, as well as working on further efficiency gains.

External Validations of Excellence

Digiday Awards Europe Contextual Targeting

In February 2024, Digiday announced the winners of the 2023 Digiday Awards Europe. MGI's Verve Group received the prestigious honor in the category of Best Contextual Targeting Offering. This recognition reflects how Moments.AI, Verve Group's contextual targeting solution, far outperforms leading competitors by up to 36x in terms of targeting speed and accuracy.

As cookie- and identity-based targeting become obsolete, contextual advertising is a leading alternative for both brand and performance marketing. Winning this award from Digiday affirms that Verve Group is a leading innovator in the shift towards contextual targeting.

Pixalate ranks Verve as leading In-App SSP in the U.S.

As one of the fastest-growing supply side platforms (SSP), this quarter Verve Group again demonstrated its strength in mobile and CTV around the world. Rankings from Pixalate — focused on fraud protection, privacy, and compliance analytics for connected TV (CTV) and mobile advertising — are good indicators of quality and trustworthiness when evaluating ad-tech platforms.

In February, Pixalate released its 2023 Q4 Mobile SSP Market Share Report, which again placed MGI's Verve Group as a leading Mobile SSP in North America for both IOS and Android Apps.

CTV Trust Index

Verve Group's increased focus on building and growing our CTV business helped to strongly improve our position on Pixalate's Seller Trust Index of top SSPs for CTV. Pixalate calculates CTV seller trust scores based on important seller factors like traffic quality, household reach and transparency.

  • Verve is No. 7 on Roku, up from No. 16 in Q1 2023
  • Verve is No. 11 on Amazon, up from No. 20 in Q1 2023
  • Verve is No. 11 on Samsung Verve Group wasn't on the charts yet in Q1 2023

In addition to improving our rankings, Verve Group's overall trust index scores improved considerably across all three platforms year-over-year.

  • Amazon: 44% increase
  • Roku: 21% increase
  • Samsung: 13% increase

Global Sellers Trust Index high score

When it comes to advertising on the open web, the adtech industry is increasingly concerned about ads appearing on spammy "made for advertising" (MFA) sites on desktop and mobile web. To help stakeholders make informed decisions, Pixalate released its first-ever MFA risk scores in Q1 2024.

In APAC, Verve Group was rated the No. 3 most-trusted SSP overall and ranked as the No. 2 most-trusted SSP due to a near-perfect 99/100 MFA score. Meanwhile in EMEA, Verve Group was the No. 4 most-trusted SSP overall, and ranked No. 5 for lowest MFA risk. Thanks to Verve Group's comprehensive brand safety and antifraud measures, publishers, advertisers and DSPs can buy and sell ads confidently.

These external recognitions of Verve Group's strength as an SSP offering high-quality inventory at scale especially on mobile and CTV — help us continue building trust and credibility in the marketplace.

Innovations & Product News

Verve Group's product teams are constantly innovating and optimizing our offerings to serve stakeholders across the programmatic advertising ecosystem. Below are some notable accomplishments from Q1 2024.

A top priority in Q1 was ramping up for two major launches that will strengthen Verve Group's position as an innovator of privacy-centric, future-proofed advertising solutions for mobile advertisers and publishers. Addressability on mobile (especially on iOS) is one of digital advertising's single biggest challenges — and Verve Groups' innovative solution ATOM (Anonymized Targeting on Mobile (ATOM 3.0)) solves it. ATOM 3.0 is an industry-first, on-device targeting solution for iOS that gives mobile marketers the ability to meaningfully target users on their mobile phone, using signals on the phone while no private data are leaving the phone, as such guaranteeing anonymity and ensuring privacy compliance.

The second product launch is Verve Group's HyBid SDK 3.0, which powers non-intrusive, buffer-free video ads that suit publishers' app context and users while providing stringent in-app safety controls that guarantee creatives of the highest quality. HyBid SDK 3.0 comes with ATOM already integrated. This means that all publishers who adopt Verve Groups' HyBid SDK 3.0 can effortlessly activate ATOM — for free.

Integrating with Verve Groups' HyBid SDK means that ATOM 3.0 will soon be capable of reaching more than 1.5 billion users across 10,000+ apps globally, making it the only current available scalable solution for targeting IDless users on mobile. The vast scale of ATOM 3.0 ensures advertisers and publishers can maintain addressability and engagement with their audience, while respecting user choice.

In Q1, the formerly acquired PubNative and Smaato exchanges unified their product, technology, and infrastructure teams. This is a big leap forward to create synergies within Verve Group's products, setting the stage for increasing client value, stability, and speed to market for products. These changes are progress toward building integrated best-in-class marketplaces that create the most value for customers.

Verve DSP enhanced its cookie-less attribution solution to ensure robust scalability and seamless performance, regardless of campaign size. Dataseat — Verve Group's contextual mobile DSP — also introduced new capabilities to the platform, such as bulk creation for ad creative assets, to help advertisers and app marketers run campaigns even more efficiently.

Partnerships

As advertising moves toward a privacy-centric future, players like Google are launching new initiatives, such as the Privacy Sandbox, to facilitate in-app advertising without sharing user data among third-parties. Ondevice bidding is a compelling alternative to identitybased targeting because it keeps the user's data on the user's own device. Verve Group partners with Google and Remerge to pioneer on-device bidding in Privacy Sandbox for Android. One of the first mobile DSP-SSP partnerships to test Privacy Sandbox on Android, Verve Group and Remerge used the Protected Audience API to successfully render banner ads while addressing challenges like frequency capping.

The successful tests between Verve Group and Remerge are now an important "bidding proof of concept" for how both the demand-side and sell-side of advertising can move forward with targeting and retargeting via Privacy Sandbox on Android. What's next for the partnership? The teams are now working on scaling the results.

We also started a strategic collaboration with regards to Google Cloud and Google Cloud's advanced AI capabilities, which we announced early April. From this cooperation we expect more efficiency and cost savings and also to drive further innovation within our business operations, benefiting significantly from Google Cloud's cutting-edge cloud AI technology.

In Q1, Verve Group again onboarded many important supply partners and publishers that will help advance our goal of offering the highest-quality ad inventory supply, no matter the channel.

MGI'S O&O GAMES STUDIOS

Owned and Operated Games Portfolio

MGI owns and operates over 5,000 casual, mobile and MMO games with a substantial player base of over one billion registered accounts. In Q1 2024, MGI launched 163 casual games as well as major updates for Fiesta and Wizard101, which are very successful. Through our game's portfolio, we have access to first-party data and unique advertising inventory. First-party data enables better targeting and greater transparency in the reporting and monitoring of advertising campaigns. It also reduces exposure to fraud and makes MGI's advertising software platform less reliant on third-party data, which is becoming increasingly regulated. As such, the owned and operated games portfolio creates a strong competitive advantage for MGI's Advertising Software Platform.

FINANCIAL OVERVIEW OF THE FIRST QUARTER

Key figures1

2024 2023 2023
In €m Q1 Q1 FY
Net Revenues 82.5 68.8 322.0
Y-o-Y Growth in Revenues 20% 4% -1%
EBITDA 20.2 17.4 128.5
EBITDA Margin 24% 25% 40%
Adj. EBITDA 22.0 19.1 95.2
Adj. EBITDA Margin 27% 28% 30%
EBIT 12.3 11.0 99.0
EBIT Margin 15% 16% 31%
Adj. EBIT 16.6 15.2 76.9
Adj. EBIT Margin 20% 22% 24%
Net Result 0.6 0.6 46.2
Net Result Margin 1% 1% 14%
Adj. Net Result 3.1 3.1 57.4
Adj. Net Result Margin 4% 4% 18%

8% Capitalization of own product development of 21% Organic Revenue Growth

net revenues

Net revenue in the first quarter amounted to €82.5m (€68.8m), an increase of 20%. Revenue development for the quarter includes the impact of currency movements (-1 % year-over-year) and organic growth (21 % year-over-year).

The increase in revenues was driven by an increased budget from existing customers driven by new product releases and the onboarding of new Software Clients in combination with the recovery of the advertising market.

Net Revenue Growth

2024 2023 2023
In % Q1 Q1 FY
Change through FX and M&A -1 3 -6
Organic Revenue Growth 21 1 5
Total Revenue Growth 20 4 -1

Personnel expenses for the quarter were -17.0 (-19.4) €m in the group, corresponding to 21 (28)% of net revenue in the quarter, while purchased services and other operating expenses amounted to 64 (59)% of net revenue.

EBITDA amounted to 20.2 (17.4) €m in the first quarter. Adjusted EBITDA amounted to 22.0 (19.1) €m, corresponding to an adjusted EBITDA margin of 27 (28)% in the quarter. Items affecting comparability (IAC) amounted to 1.8 (1.6) €m in the quarter, comprising mainly costs for long-term incentive programs and costs for legal and advisory costs.

EBIT amounted to 12.3 (11.0) €m in the first quarter. Adjusted EBIT excluding IAC and PPA amortization amounted to 16.6 (15.2) €m, corresponding to an adjusted EBIT margin of 20 (22)% in the quarter.

Net Result amounted to 0.6 (0.6) €m. Adjusted Net Result normalized for PPA amortization amounted to 3.1 (3.1) €m.

The Earnings Per Share (EPS) amounted to 0.0 € (0.0 €). EPS adjusted for PPAamortization amounted to 0.02 € (0.02 €).

Adjusted EBITDA Margin

1 Definitions for non-ifrs measures and adjustments, see on Page 17 and 20.

Product Development

2024 2023 2023
In €m Q1 Q1 FY
Capitalized own product development 6.8 7.3 26.0
Capitalization as % of net revenues 8% 11% 8%
Amortization of product development -4.6 -3.2 -15.2
Amortization of PPA items -2.5 -2.5 -11.2

In the first quarter, investments in in-house product development amounted to 6.8 (7.3) €m.

Amortization of product development of -4.6 (-3.2) €m was recorded during the first quarter.

Amortization of PPA items amounted to -2.5 (-2.5) €m.

Financing

2024 2023 2023
In €m Mar Mar Dec
Total Interest-Bearing Net Debt 318.8 288.3 294.9
Cash And Cash Equivalents 124.7 130.0 121.7
Cash Interest Coverage Ratio, X 2.4 3.5 2.5
Leverage Ratio, X 2.4 3.4 2.3
Adjusted Leverage Ratio, X 3.2 3.0 3.1

Net debt as of the end of the year amounted to 318.8 (288.3) €m.

The Cash interest coverage ratio was 2.4 (3.5) at the end of the quarter.

The Leverage ratio was 2.4x (3.4x) at the end of the quarter. The Adjusted Leverage Ratio amounted to 3.2x. MGI has a financial target for the Adjusted Leverage Ratio, not to exceed 3.0x and plan to achieve this before end of the year 2024.

Cash balances amounted to 124.7 (130.0) €m.

MGI's financial assets and liabilities are in general measured at amortized cost, which is also a good approximation of their fair value. Contingent purchase considerations (earnout and deferred purchase price provisions) with a carrying amount of 27.2 (113.3) €m are measured at fair value through profit and loss.

2024 2023 2023
In €m Mar Mar Dec
Total provisions for contingent considerations 27.2 113.3 35.4
- thereof payable in Cash 15.2 88.0 15.1
- thereof payable in Equity 12.0 25.3 20.3

In the first quarter, settlements of earnout and deferred purchase price liabilities have taken place in the amount of 10.0 €m in cash, whereof a small portion was regarded as remuneration in accordance with IFRS 3.

The amounts stated above refer to provisions in the balance sheet, calculated as present values of nominal expected future payments.

125 €m Cash and Cash

Equivalents

2.4x Net Leverage on Reported EBITDA As of the first quarter end, the group had liabilities of 27.2 €m (113.3) €m for contingent considerations, which were completely non-current. The book value of the amounts that will be settled during 2025 comprises 15.2 €m expected to be paid out in cash and 12.0 €m in shares.

Contingent considerations at the end of December 2023 were 35.4 €m and decreased during the first quarter to 27.2€m at the end of March 2024, driven predominantly by the decision of a cash settlement of the deferred consideration for the Dataseat acquisition.

Cash Flow

2024 2023 2023
In €m Q1 Q1 FY
Cash flow from operations 9.1 -8.7 69.5
Cash flow from investment activities -11.5 8.2 -35.7
Cash flow from financing activities 4.5 -19.6 -59.1
Cash flow for the period 2.0 -20.0 -25.4
Cash and cash equivalents at the end of period 124.7 130.0 121.7

The Company had cash flows from operations of 9.1 (-8.7) €m in the first quarter. The changes in working capital amounted to -14.6 (-26.4) €m, including timing impacts of settlements received from demand partners and payments to suppliers. These working capital effects are negative in the first half year driven by seasonality of the underlying advertising business and become positive in the second half year.

Cash flows from investment activities amounted to -11.5 (8.2) €m, including -9.4 (-9.0) €m investments in self and external developed software.

Cash flows from financing activities amounted to 4.5 (-19.6) €m, including interest paid in the amount of -13.3 €m.

Cash flow for the period amounted to 2.0 (-20.0) €m.

Financial Guidance

In €m (A)2023 Guidance 2024
Revenue 322 350-370
Adj. EBITDA 95 100-110

We are pleased that in the first quarter of 2024, we reported meaningful Organic Revenue Growth of 21% (FY 2023: 5%). The growth was driven by new Software Clients as well as existing Software Clients which were scaling their revenues following significant product releases.

In addition, we see the recovery of the advertising market, especially in the U.S., which represents 69% of our revenues. This recovery in advertising spending should be further supported by significant events such as the upcoming U.S. elections, the Summer Olympics and the European Football Championships in 2024.

Now with visibility into April, we are pleased to guide on meaningful organic growth for the financial year 2024 in combination with a strong EBITDA growth.

9.1 €m

Operating Cash Flow

Up to

Organic Revenue Growth in 2024

Financial Statements

CONDENSED CONSOLIDATED INCOME STATEMENT, GROUP

2024 2023 2023
in €k Q1 Q1 FY
Net Revenues 82,471 68,754 321,981
Other own work capitalized 6,804 7,257 25,954
Other operating income 943 1,357 71,447
Purchased services & Other operating expenses -52,992 -40,542 -212,948
Employee expenses -17,032 -19,400 -77,975
Earnings before interest, taxes, depreciation, and amortization (EBITDA) 20,193 17,426 128,458
Depreciation and amortization -7,931 -6,377 -29,456
Earnings before interest and taxes (EBIT) 12,262 11,049 99,002
Financial expense -14,543 -10,826 -55,502
Financial income 421 366 5,436
Earnings before taxes (EBT) -1,861 589 48,936
Income taxes 2,468 -16 -2,718
Net result 608 573 46,218
Attributable to:
Owners of the Company 603 825 46,731
Non-controlling interest 5 -252 -513
Earnings per share
Undiluted 0,00 0,00 0.29
Diluted 0,00 0,00 0.26
Average number of shares
Undiluted 159,249 159,249 159,249
Diluted 175,849 177,449 175,849

CONDENSED CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME, GROUP

2024 2023 2023
In €k Q1 Q1 FY
Consolidated (loss)/profit 608 573 46,218
Items that will be reclassified subsequently to profit or loss under certain
conditions:
Exchange differences on translating foreign operations- 8,420 -7,261 -12,708
Gain of hedging instruments 2,835 -1,758 -5,969
Items that will not be reclassified to profit or loss:
Loss of financial assets 0 -132 -132
Other comprehensive income 11,254 -9,151 -18,809
Total comprehensive (loss)/income 11,862 -8,578 27,409
Attributable to:
Owners of the Company 11,857 -8,326 27,922
Non-controlling interest 5 -252 -513

CONDENSED CONSOLIDATED STATEMENT OF FINANCIAL POSITION, GROUP

2024 2023 2023
in €k Mar Mar Dec
Intangible assets 807,876 790,731 796,607
Property, plant, and equipment 4,760 5,302 3,963
Other non-current financial assets 2,462 2,333 2,439
Deferred tax assets 13,378 6,398 10,506
Total non-current assets 828,475 804,764 813,516
Trade and other receivables 70,389 61,182 71,773
Cash and cash equivalents 124,676 130,008 121,740
Total current assets 195,065 191,190 193,513
Total shareholders' assets 1,023,540 995,954 1,007,028
Equity attributable to shareholders of the parent company 364,436 315,025 352,275
Non-controlling interest 191 -1,366 182
Total shareholders' equity 364,627 313,658 352,456
Bonds 354,780 382,602 348,038
Other non-current financial liabilities 30,194 90,089 36,881
Deferred tax liabilities 28,535 27,014 28,885
Total non-current liabilities 413,509 499,705 413,804
Current provisions and accruals 60,999 49,700 61,656
Trade payables 69,536 50,255 80,335
Other current financial liabilities 93,889 63,980 77,257
Other non-financial liabilities 20,980 18,656 21,521
Total current liabilities 245,405 182,591 240,768
Total shareholders' equity and liabilities 1,023,540 995,954 1,007,028

CONSOLIDATED STATEMENT OF CHANGES IN EQUITY, GROUP

Common stock Share
Premium
Capital
reserves
Retained
earnings
incl. Profit of
the year
Amounts
recognized
directly in
equity
Shareholder
s' equity
attributable
to owners of
the parent
Non
controlling
interest
Total
sharehol
ders' equity
Shares
thousands
Amount
€k
Amount
€k
Amount
€k
Amount
€k
Amount
€k
Amount
€k
Amount
€k
Amount
€k
Balance at 1st January 159,249 159,249 103,518 55,119 1,362 3,708 322,956 -1,211 321,745
2023
Consolidated profit
0 0 0 0 46,731 46,731 -513 46,218
Total Other
comprehensive income 0 0 0 0 -18,809 -18,809 9 -18,800
Effects from Hedging -5,969
Effects from Currency -12,708
Translation
Effects from Equity -132
Instruments
Total comprehensive
income 46,731 -18,809 27,922 -504 27,418
Acquisition of subsidiaries 0 118 118
Addition of non-controlling
interests due to acquisition 0 1,082 1,082
of projects
Disposal of non-controlling
interests due to disposal of
0 697 697
subsidiaries
Other Equity reserves
regarding IFRS 2 1,396 1,396 1,396
Balance at 31st December
2023
159,249 159,249 103,518 56,516 48,093 -15,101 352,274 183 352,457
Balance at 1st January
2024 159,249 159,249 103,518 56,516 48,093 -15,101 352,274 183 352,457
Consolidated profit 603 603 5 608
Other comprehensive 11,254 11,254 4 11,258
income
Effects from Hedging 2,835
Effects from Currency 8,420
Translation
Effects from Equity
Instruments 0
Total comprehensive
income 603 11,254 11,857 9 11,866
Other Equity reserves 304 304 304
regarding IFRS 2
Balance at 31st December
2024
159,249 159,249 103,518 56,820 48,696 -3,847 364,435 192 364,627

CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS, GROUP

2024 2023 2023
in €k Q1 Q1 FY
Consolidated net result 608 573 46.218
Depreciation and amortization 7.931 6.377 29.456
Adjustments for financial expenses, non-cash items, taxes, etc. 15.149 10.772 -18.277
Cash flow from operating activities before changes in working capital 23.688 17.722 57.397
Net change in working capital -14.616 -26.386 12.051
Cash flow from operating activities 9.072 -8.664 69.448
Deposits/Payments made for investments in intangible assets -9.372 -9.024 -46.027
Deposits/Payments made for investments in tangible assets -1.645 -498 -508
Deposits/Payments made for acquisitions -523 17.814 10.842
Cash flow from investing activities -11.541 8.293 -35.693
New share issue 0 0 0
Deposits/Payments from financial liabilities 17.832 -9.154 -11.153
Interest paid -13.324 -10.460 -47.972
Cash flow from financing activities 4.508 -19.613 -59.125
Cash flow for the period 2.039 -19.984 -25.370
Cash and cash equivalents at the beginning of the period 121.740 149.992 149.992
Exchange rate differences in cash and cash equivalents 897 0 -2.882
Cash and cash equivalents at the end of the period 124.676 130.008 121.740

CONDENSED INCOME STATEMENT, PARENT ENTITY

2024 2023 2023
in €k Q1 Q1 FY
Revenue 178 80 2.875
Other operating income 98 107 339
Purchased services & Other Operating Expenses -4,068 -1,388 -2,118
Employee expenses -501 -475 -1,941
Earnings before interest, taxes, depreciation, and amortization (EBITDA) -4,292 -1,677 -844
Depreciation and amortization 0 0 0
Earnings before interest and taxes (EBIT) -4,292 -1,677 -844
Financial expense -12,034 -8,919 -43,716
Financial income 4,677 5,044 19,909
Earnings before taxes (EBT) -11,649 -5,552 -24,652
Income taxes 0 0 -31
Net result -11,649 -5,552 -24,683

CONDENSED STATEMENT OF FINANCIAL POSITION, PARENT ENTITY

2024 2023 2023
in €k Mar Mar Dec
Investments in subsidiaries 222,313 222,313 222,313
Other non-current financial assets from group companies 81,550 90,691 81,950
Other non-current financial assets
Total non-current assets 303,863 313,005 304,263
Receivables from group companies 280,880 288,537 282,582
Other Receivables 383 181 234
Cash and cash equivalents 1,480 9,174 4,837
Total current assets 282,744 297,891 287,654
Total assets 586,607 610,896 591,917
Total Shareholders' equity 192,559 222,030 203,904
Bonds 355,672 383,995 349,016
Total non-current liabilities 355,672 383,995 349,016
Current provisions and accruals 498 297 623
Trade payables to group companies 1,692 2,451 2,215
Trade payables -1 630 63
Other financial liabilities 36,186 1,494 36,097
Total current liabilities 38,736 4,871 38,997
Total shareholders' equity and liabilities 586,607 610,896 591,917

SELECTED EXPLANATORY NOTES

NOTE 1 BASIS OF PREPARATION

This interim report has been prepared in accordance with IAS34 Interim Financial Reporting. The consolidated financial statements have been prepared in accordance with IFRS as adopted by the EU and the relevant references to Chapter 9 of the Swedish Annual Accounts Act. The parent company's financial statements are prepared in accordance with RFR2 Accounting for Legal Entities and the Swedish Annual Accounts Act. No material changes in accounting principles have taken place since the latest Annual Report.

The financial statements are presented in EUR, which is the functional currency of the Parent Company. All amounts, unless otherwise stated, are rounded to the nearest million (€m). Due to rounding, numbers presented throughout these consolidated financial statements may not add up precisely to the totals provided and percentages may not precisely reflect the absolute figures.

NOTE 2 ACQUISITIONS OF BUSINESSES

In Q1 2024 no businesses were acquired.

NOTE 3 SEGMENT INFORMATION

DSP Segment

MGI's Demand Side Platform enables advertisers to drive user acquisition campaigns across the open internet. Through our self-service, cloud-based platform, advertisers can create, manage, and optimize data-driven digital advertising campaigns across all relevant ad formats and channels (including e.g. display, native and video) and devices (mobile, desktop, digital out-of-home and connected TV).

SSP Segment

MGI's Supply Side Platform helps third party publishers (games and non-games) and its own games studios to monetize their ad inventory / ad spaces while keeping full control over it. Publishers connect to the SSP by for example, integrating our SDKs into their content. Connected to our own Demand Side Platform, as well as to third-party Demand Side Partners, we enable marketers to drive return on their ad spent and reach addressable audiences across all relevant ad formats, channels, and devices.

DSP UNCONSOLIDATED SSP UNCONSOLIDATED INTER-SEGMENT
ELIMINATION
CONSOLIDATED
2024 2024 2024
in €k Q1 Q1 Q1
Total Revenues 12,501 80,823 -10,853 82,471
Intersegment Revenues 8,047 2,806 -10,853 0
Revenues External 4,454 78,017 82,471
EBITDA 2,786 17,407 20,193
Depreciation and amortization -7,931
Financing income 421
Financing expenses -14,543
Earnings before taxes (EBT) -1,861
Income taxes 2,468
Net result 608
DSP UNCONSOLIDATED SSP UNCONSOLIDATED INTER-SEGMENT CONSOLIDATED
2023 2023 ELIMINATION 2023
in €k Q1 Q1 Q1
Total Revenues 8,098 63,865 -3,209 68,754
Intersegment Revenues 1,885 1,324 -3,209
Revenues External 6,213 62,541 68,754
EBITDA 1,085 16,341 17,426
Depreciation and amortization -6,377
Financing income 366
Financing expenses -10,826
Earnings before taxes (EBT) 589
Income taxes -16
Net result 573

Segment Assets

2024 2023 2023
in €k Mar Mar Dec
DSP 93,044 82,545 88,491
SSP 930,496 913,409 918,537
Total 1,023,540 995,954 1,000,028

For the purpose of monitoring segment performance and allocating resources to segments, the Company's Chief Operating Decision Maker monitors the tangible, intangible and financial assets attributable to the individual segments. All assets including goodwill are allocated to the reportable segments.

NOTE 4 INTANGIBLE ASSETS

The change in Goodwill in Q12024 is related to the translation of goodwill in foreign currencies, mainly USD. Other Intangible Assets included acquired intangible assets from business combinations, self-developed intangible assets, IPs, licenses, and advanced payments on licenses due to acquisitions and the in-house development of the games and ad-tech platforms.

2024 2023 2023
In €k Mar Mar Dec
Goodwill 583,972 583,043 578,028
Other Intangibles 223,904 207,688 218,579

NOTE 5 DISPOSALS

There were no material sales or disposals in Q1 2024.

NOTE 6 SHAREHOLDERS' EQUITY

As of March 31st, 2024, the total shareholders' equity increased to € 364,436k (March 31st, 2023: € 315,025k) driven primarily the prior year's carry forward. The subscribed capital of MGI remained unchanged at € 159,249k by March 31st, 2024 (March 31st, 2023: € 159,249k).

No dividends were paid in Q1 2024.

NOTE 7 DEPRECIATION, AMORTIZATION AND WRITE-DOWNS

Depreciation, amortization, and write-downs amounted to € -7,931k in Q1 2024 (Q1 2023: € -6,377k).

DEFINITIONS

Non-IFRS Measures

Key figure Definition
Net Result Total income minus operating expenses, depreciation and amortization, financial result, and
taxes
EBIT Earnings before interest and taxes
EBIT margin EBIT as a percentage of net revenues
EBITDA Earnings before interest, taxes, depreciation, and amortization
Adjusted EBIT EBIT excluding items affecting comparability and PPA amortization.
Adjusted EBIT Margin Adjusted EBIT as a percentage of net revenues
Adjusted EBITDA EBITDA excluding items affecting comparability
Adjusted EBITDA margin Adjusted EBITDA as a percentage of net revenues
Equity ratio Equity as a percentage of total assets
Growth in revenues Net sales for the current period divided by net sales for the corresponding period of the previous
year
Leverage Ratio Net Interest-Bearing Debt excluding shareholder and related party loans divided by adj. EBITDA
for the past 12 months
Adjusted Leverage Ratio Net Interest-Bearing Debt excluding shareholder and related party loans divided by adj. EBITDA
of the group for the past 12 months
Interest Coverage Ratio Adj. EBITDA divided by net cash interest expenses for the past 12 months
Organic Revenue Growth Organic Revenue Growth does include growth calculated on a year-over-year basis from
companies being within the Company for twelve months or more. What is excluded is the
revenue growth from acquisitions that have not been part of the Company in the last twelve
month, and the decline from sales stemming from closures/divestment of businesses.
Software Clients Software clients from the demand and supply side with annual gross revenues exceeding \$ 100k
Total Software Clients Software clients from the demand and supply side with monthly gross revenues exceeding \$ 100

SIGNIFICANT EVENTS IN THE QUARTER

Dataseat Ltd. – Amendment to the Share Purchase Agreement

MGI entered into a Share and Purchase Agreement on 30th June 2022 for the purchase of all the shares in Dataseat Ltd. Under the terms and conditions of the Agreement, MGI could elect to pay the Deferred Consideration by way of a Share Issue Settlement, a Share Transfer Settlement or a Cash Settlement or a combination thereof and the amount was to be paid in June 2025. Subsequently a financial liability amounting to € 7,538m was recognized in the balance sheet of MGI. In the beginning of 2023 the Company carried out a directed issue of 3,199,990 warrants to cover existing obligations for a potential share-based settlement of a Deferred Payment and Earn-out Payment related to the acquisition. On 23rd February 2024, MGI and the sellers entered a Deed of Amendment in which it was agreed upon to pay the deferred consideration components in cash and that the payment be paid in February 2024. For this reason, 1,599,995 of the 3,199,990 warrants originally issued were cancelled at the end of March 2024.

SIGNIFICANT EVENTS AFTER QUARTER

No significant events after the quarter.

PARENT COMPANY

MGI with its headquarters in Stockholm, Sweden, is the parent company of the Group.

RELATED PARTY TRANSACTIONS

Other than customary transactions with related parties such as remuneration to key individuals, there have been no transactions with related parties.

THE SHARE AND SHAREHOLDERS

# Owners Capital/votes
1 Bodhivas GmbH 27,67%
2 Oaktree Capital Management LLP 17,66%
3 Sterling Strategic Value Fund 5,06%
4 Nordnet Pensionsförsäkring 3,03%
5 Smile Autovermietung GmbH 1,63%
6 Trend Finanzanalysen GmbH 1,62%
7 PAETA Holdings Limited 1,44%
8 Anthony Gordon 1,05%
9 Avanza Pension 1,04%
10 Dawn Fitzpatrick 1,03%
11 Billings Capital Management LLC 0,94%
12 Elizabeth Para 0,92%
13 Tobias Weitzel 0,76%
14 T.E.L.L. Vervaltung GmbH 0,66%
15 Sascha Golshan 0,63%
16 Sebastian Krueper 0,36%
17 Didner & Gerge Fonder 0,33%
18 Genève Invest (Europe) S.A. 0,30%
19 Inbox Capital AB 0,22%
20 LOYS AG 0,21%

Source: Monitor by Modular Finance AB. Compiled and processed data from various sources.

The total number of shares outstanding per March 31st, 2024, was 159,249,358. This is the number of shares registered at the Companies' Registration Office at that date.

The shares are traded on Frankfurt Stock Exchange (Xetra), Scale Segment and on Nasdaq, First North Premier Growth Market. Closing price as of March 31th, 2024, was 1.63 EUR/share (18.86 SEK/share). Following bonds are traded on Nasdaq Stockholm:

MGI - Media and Games Invest SE 23/27 SE0019892241
MGI - Media and Games Invest SE 22/26 SE0018042277
MGI - Media and Games Invest SE 20/24 SE0015194527

RISKS AND UNCERTAINTY FACTORS

As a global group with a wide geographic spread, MGI is exposed to several strategic, financial, market and operational risks. Attributable risks include for example risks relating to market conditions, regulatory risks, tax risks and risks attributable to public perception. Other strategic and financial risks are risks attributable to acquisitions, credit risks and funding risks. Operational risks are for example risks attributable to distribution channels, technical developments, and intellectual property. The risks are described in more detail in the latest Annual Report. No significant risks are considered to have arisen besides those being described in the Annual Report.

FORWARD-LOOKING STATEMENTS

This report contains forward-looking statements that reflect the Company's intentions, beliefs, or current expectations about and targets for the Company's and the group's future results of operations, financial condition, liquidity, performance, prospects, anticipated growth, strategies and opportunities and the markets in which the Company and the group operates. Forward-looking statements are statements that are not historical facts and may be identified by words such as "believe", "expect", "anticipate", "intend", "may", "plan", "estimate", "will", "should", "could", "aim" or "might", or, in each case, their negative, or similar expressions. The forward-looking statements in this report, including the pro-forma financial figures addressed therein, are based upon various assumptions, many of which are based, in turn, upon further assumptions. Although the Company believes that the expectations reflected in these forward-looking statements and pro-forma financial numbers are reasonable it can give no assurances that they will materialize or prove to be correct. Because these statements are based on assumptions or estimates and are subject to risks and uncertainties, the actual results or outcome could differ materially from those set out in the forward-looking statements as a result of many factors. Such risks, uncertainties, contingencies, and other important factors could cause actual events to differ materially from the expectations expressed or implied in this report by such forward-looking statements. The Company does not guarantee that the assumptions underlying the forward-looking statements in this report (including the pro-forma financial figures) are free from errors and readers of this report should not place undue reliance on the forward-looking statements in this report. The information, opinions and forward-looking statements that are expressly or implicitly contained herein speak only as of its date and are subject to change without notice. Neither the Company nor anyone else undertake to review, update, confirm or to report publicly any revisions to any forward-looking statements to reflect events that occur or circumstances that arise in relation to the content of this report, unless it is so required by law or applicable stock exchange rules.

RECONCILIATION OF ALTERNATIVE PERFORMANCE MEASURES

Items Affecting Comparability, IAC

In €k 2024
Q1
2023
Q1
2023
FY
EBITDA 20,193 17,426 128,458
Personnel expenses 561 937 7,691
Legal and Advisory costs 1,277 692 17,339
Other Expenses 0 0 4,438
Other operating income 0 0 -62,756
Adj. EBITDA 22,032 19,055 95,171

Alternative Performance Measures, APM

2024 2023 2023
In €k Q1 Q1 FY
Adj. Net Result
Net Result 608 573 46,218
PPA amortization 2,532 2,479 11,229
Adj. Net Result 3,140 3,052 57,447
Adj. EBIT
EBIT 12,262 11,049 99,002
Items affecting comparability 1,838 1,629 -33,287
PPA amortization 2,532 2,479 11,229
Adj. EBIT 16,633 15,157 76,943
EBITDA
EBIT 12,262 11,049 99,002
Amortization of PPA items 2,532 2,479 11,229
Other amortization and depreciation 5,399 3,898 18,228
EBITDA 20,193 17,426 128,458
Adj. EBITDA
EBITDA 20,193 17,426 128,458
Items affecting comparability 1,838 1,629 -33,287
Adj. EBITDA 22,032 19,055 95,171
In relation to net revenue
Net Result margin, % 1 1 14
Adj. Net Result margin, % 4 4 18
EBIT margin, % 15 16 31
Adj. EBIT margin, % 20 22 24
EBITDA margin, % 24 25 40
Adj. EBITDA margin, % 27 28 30
2024 2023 2023
In €k Mar Mar Dec
Interest coverage ratio
Adj. EBITDA last 12 months 98,148 94,704 95,171
Divided by
Net financial items last 12 months -53,729 -41,789 -50,065
Cash interest last 12 months -40,718 -27,238 -38,580
Cash interest coverage ratio, x 2.4 3.5 2.5
Leverage ratio
Total Net Interest Bearing Debt 318,792 288,322 294,939
Divided by
EBITDA last 12 months 131,225 85,306 128,458

Leverage ratio, x 2,4 3,4 2,3 Adjusted EBITDA last 12 months 98,148 94,704 95,171 Adjusted leverage ratio, x 3,2 3,0 3,1

Financial Calendar

Annual General Meeting 2024 13.06.2024
Half Year Report Q2 2024 29.08.2024
Interim Report Q3 2024 28.11.2024
Interim Report Q4 2024 28.02.2025

For further information, please contact:

Remco Westermann, CEO Paul Echt, CFO

Tel: +46 70 3211800, [email protected] Tel: +46 70 0807846, [email protected]

Sören Barz, Head of Investor Relations Tel: +46 70 3211800, [email protected].

Board Declaration

In all conscience, we assure, as representative for the Board of Directors of the Company, that the unaudited condensed consolidated financial statements give a true and fair view of the financial position of the Group as of March 31, 2024, and of its financial performance and cash flows for the year then ended and have been prepared in accordance with IFRS as adopted by the European Union.

Stockholm, May 7, 2024

Approved by the Board of Directors

Tobias M. Weitzel Chairman of the Board

Elizabeth Para Member of the Board

Franca Ruhwedel Member of the Board Mary Ann Halford Member of the Board

Johan Roslund Member of the Board

Remco Westermann
CEO and Member of the Board

This interim report Q1 2024 is information that MGI – Media and Games Invest SE (publ) is obliged to make public pursuant to the EU Market Abuse Regulation. The information was submitted for publication, through the agency of the contact persons set out below, at 08:00 am CET on Tuesday 7, May 2024.

MGI – Media and Games Invest SE

Stureplan 6 114 35 Stockholm Sweden

www.mgi-se.com [email protected]

About MGI

MGI - Media and Games Invest SE (MGI) operates a fast-growing, profitable ad-software platform that matches global advertiser demand with publisher ad-supply while improving results through first party data from own games as well as AI driven contextual data solutions. MGI's main operational presence is in North America and Europe. Through investments in organic growth and innovation, as well as targeted M&A, MGI has built a one-stop shop for programmatic advertising, enabling companies to buy and sell ad space across all digital devices (mobile apps, web, connected TV and digital out of home), with the mission to make advertising better. MGI is registered as Societas Europaea in Sweden (registration number 517100-0143) and its shares are listed on Nasdaq First North Premier Growth Market in Stockholm and in the Scale segment of the Frankfurt Stock Exchange. The Company has three secured bonds that are listed on Nasdaq Stockholm and on the Frankfurt Stock Exchange Open Market. The Company's certified advisor on Nasdaq First North Premier Growth Market is FNCA Sweden AB; [email protected]. For further information, please visit: www.mgi-se.com.

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