TIDMXLM

RNS Number : 3665A

XLMedia PLC

29 September 2020

XLMedia PLC

("XLMedia" or the "Group" or the "Company")

Results for the Six Months Ended 30 June 2020

XLMedia (AIM: XLM), a leading provider of digital performance publishing services, announces the Company's results for the six months ended 30 June 2020.

Financial summary

   --    Revenues of $27.7 million (H1 2019: $42.5million) 
   --    Gross profit of $16.6 million (H1 2019: $28.8 million) 
   --    Adjusted EBITDA (1)  of $5.1 million (H1 2019: $18.6 million) 
   --    Adjusted profit before tax (2)  of $1.7 million (H1 2019: $13.8 million) 
   --    Reported Profit before tax of $0.2 million (H1 2019: $13.8 million) 
   --    Cash balances of $28.0 million as at 30 June 2020 (31 December 2019: $30.6 million) 

1 Adjusted EBITDA in all references is defined as Earnings Before Interest, Taxes, Depreciation and Amortisation, and excluding any share-based payments and reorganisation costs

2 Excluding reorganisation costs

Operating summary

-- Business performance impacted by Google manual ranking penalty and Covid-19 - approximately $2 million per month impact from late March

-- Strengthened Executive Team with the appointment of Iain Balchin as Chief Financial Officer, Sarah Clark as Chief Operating Officer and Ken Dorward as President, North America

-- Good progress made on restructuring the organisation to align with refreshed strategy, resulting in annualised cost savings of approximately $5 million from second half of 2020

   --    Commenced evaluation process for possible disposal of certain Finnish assets 
   --    After period end: 

o Corporation tax residence moved to the UK to reflect the senior management and governance concentration

o Completed buy-out of remaining founder interests in 101greatgoals.com

Casino recovery

   --    Evolving the approach, including the development of new content-rich websites 

o Will submit specific rebuilt sites for reconsideration by Google, where appropriate, by the end of the fourth quarter of 2020

-- Ongoing brand and content refresh of all main assets, including migration to new hosted technology platform, with the benefit of access to open source community

COVID-19 update

-- Operationally, the Company adjusted well to the remote working requirements caused by the global Covid-19 pandemic

   --    Financially, Covid-19 negatively impacted revenue in Personal Finance and Sports 
   --    Early signs of recovery were evident late in the period, as major sporting activity returned 

Strategic clarity:

XLMedia is pursuing a more focused business model, premised on:

   --    A balanced portfolio of assets: 

o An attractive range of geographies

o Stable and high growth verticals

o Increased investment in regulated markets

   --    Branded, content-rich, engaging websites, 

o building deeper, more valuable, relationships with partners and consumers, underpinned by market-leading technology and data

Outlook

   --    Positive start to the second half of the year, particularly in Personal Finance and Sports 

o Covid-19 second wave produces some short-term uncertainty

   --    Continue to expect a material recovery in financial performance in 2021 

Stuart Simms, Chief Executive Officer of XLMedia, commented:

"Our business has endured a number of unforeseen challenges during 2020 but, as we enter the second half of the year, I believe we are seeing signs of recovery in some key areas.

These green shoots, coupled with a detailed and diverse plan to mitigate the impact of the Google manual ranking penalty, give me and the Executive team confidence we can enter 2021 with significant positive momentum and enhanced levels of control."

A webcast of our results presentation will be available on our website today:

https://www.xlmedia.com/investor-relations/webcasts/

For further information, please contact:

 
 XLMedia plc                              ir@xlmedia.com 
  Stuart Simms, Chief Executive Officer 
  Iain Balchin, Chief Financial Officer 
  Kieran McKinney, Investor Relations 
  www.xlmedia.com 
 Vigo Communications                      Tel: 020 7390 0233 
  Jeremy Garcia 
  www.vigocomms.com 
 Cenkos Securities plc (Nomad and Joint   Tel: 020 7397 8900 
  Broker) 
  Giles Balleny / Max Gould 
  www.cenkos.com 
 Berenberg (Joint Broker)                 Tel: 020 3207 7800 
  Chris Bowman / Mark Whitmore / Simon 
  Cardron 
  www.berenberg.com 
 

Chief Executive Officer review

First Half Performance

The first half of the year brought some significant challenges for the business, as detailed in the Trading Update on 23 July 2020, particularly the Google manual ranking penalty in the Casino vertical, originally identified in January, and the broad consumer downturn caused by the global Covid-19 pandemic. Against this backdrop, the Group delivered revenue of $27.7 million (H1 2019: $42.5 million), gross margin of $16.6 million (H1 2019: $28.8 million) and adjusted EBITDA of $5.1 million (H1 2019: $18.6 million). Following the Google manual ranking penalty in January and the growing impact of Covid-19 on economic activity by the end of March, monthly revenue ran approximately $2 million behind the expectations at the start of the year.

The Google penalty, which was identified in January, has been well documented in a series of updates in the first six months of the year and, while there remains a lot to be done, we made good progress in rebuilding and upgrading the assets during the first half. I discuss this in more detail later.

Strategic Priorities

The industry we operate in and the markets we serve are constantly evolving. Changing consumer behaviour, evolving regulation, the ever-shifting algorithms of the major internet search engines and the increasing influence of social media create both challenges and opportunities for XLMedia. Consumers of our service increasingly demand higher quality content, which engages them and adds real value to their journey towards the ultimate service they seek - this is also true of Google and other internet search engines. This requires us to be agile, and willing and able to change and adapt, to take maximum advantage as opportunities present themselves.

Since joining XLMedia, with the support of the leadership team, I have focused on identifying the strengths and weaknesses of the business, both structurally and strategically, and assessing any changes required to best align the Company to current and future industry trends. This process highlighted certain business model and organisational structure challenges that needed to be addressed to transform the performance of the business in the years ahead.

Over the last six months, we have made good progress in reshaping the organisation, reducing complexity, flattening the hierarchy and beginning to bring in the complementary skills required for the future. Looking outward, as we laid out in April, the priorities of the business are changing, to reduce risk and drive sustainable growth in the top and bottom line. We have set out a clear strategic agenda under two fundamental priorities:

   --    A balanced portfolio of online assets 

o We seek to create a balanced portfolio of websites to cover a range of attractive geographies, both stable and high-growth verticals and with greater exposure to regulated markets. In doing so, we will focus particularly on developing our presence in North American sports, primarily through targeted acquisition.

   --    Branded, content-rich, engaging websites 

o XLMedia will consolidate its online portfolio, concentrating on a much smaller number of publishing assets, and focusing its resources on optimising this core set of premium sites for its chosen markets. These content-rich, engaging websites, underpinned by intelligent market-leading technology, will seek to build stronger lasting relationships with consumers and enhance monetisation opportunities.

Casino recovery

As disclosed in January 2020, a number of our high revenue premium Casino websites, were penalised by Google through a manual ranking penalty; this pushed and holds the websites far enough down the search rankings to make driving material new business virtually impossible.

Our thinking on the best way forward, in terms of speed, certainty and positive financial impact, has constantly evolved, informed by expert opinion, testing and experience. We carried out an unsuccessful test resubmission of a small number of sites to Google in July. We believe this test was not successful because the assets remained on our proprietary technology platform, rather than having been fully rebuilt on an open-source technology suite, as we plan to do; however no significant feedback or clarity is provided on the reasons for such an outcome. This further highlighted the risks of pursuing only one route to recovery, especially the possibility of consuming valuable internal resources on multiple reconsiderations, or even the possibility of the manual penalty never being removed in certain instances. Also, as time passes, the domain authority on some of the original websites is eroding due to lack of traffic, and with it the new revenue potential, gradually reducing the advantage over entirely new websites.

We are pursuing multiple routes to re-establishing our traffic levels in the casino vertical. Of the original premium websites, we have identified two where a joint venture partner will lead the efforts, sharing the upside; we expect these to be submitted for reconsideration over the coming weeks. Towards the end of the fourth quarter, we expect to submit a small number of the original penalised sites for reconsideration, where we feel this is optimal. For most others, we have already begun to develop new high-level sites using internal and external resources. In most instances, each of these sites will consolidate traffic from several former premium sites, more rapidly building authority and ranking. We expect this process to be largely complete by the end of the first quarter of 2021. This multi-track approach minimises risk and maximises possible upside, while focusing resources and ownership on a more concentrated set of assets, which will also be key well beyond the build phase. I believe the difference of this approach in financial terms will be immaterial in the short-term, but it will enable us to take greater and more immediate control of our performance, greatly enhancing the longer-term potential of the business.

Regulation

All of XLMedia's business units in some way are impacted by regulations. Even where regulatory change negatively impacts revenue in the short term, I believe that, on the whole, a fully regulated market is better over the longer term for large enterprises like XLMedia, when we factor in the reduced risk of shocks or unforeseen change. On a more obviously positive note, the type of regulatory change we are seeing in North American Sports, where a previously closed market opens, represents a significant opportunity.

Outlook

The second half of the year has started positively with much of the global sports programme being reopened and compressed into a couple of months, an uptick in Personal Finance activity and the stabilisation of the Casino vertical. However, there are clear signs of second waves of Covid-19 across the territories we operate in, and any tightening of restrictions could impact the recovery in our Personal Finance and Sports verticals; the very recent second lockdown in Israel could also delay elements of the transformation programme.

While there continue to be a number of moving parts, including possible disposals and acquisitions, the organisational changes we have made over the last year, and the ongoing work on developing a suite of websites fit for the future, give me confidence we can end the year with positive momentum, leading to a material financial recovery in 2021.

Stuart Simms

Chief Executive Officer

29 September 2020

Financial Review

 
 $'000                                          H1 2020    H1 2019    Change 
 Revenues                                        27,715     42,459     -35% 
==============================================  ========  =========  ======= 
 Gross profit                                    16,609     28,838     -42% 
==============================================  ========  =========  ======= 
 Operating expenses                             (14,829)   (14,514)    + 2% 
==============================================  ========  =========  ======= 
 Operating profit before reorganisation costs    1,780      14,324     -88% 
==============================================  ========  =========  ======= 
 Adjusted EBITDA(1)                              5,093      18,616     -73% 
==============================================  ========  =========  ======= 
 Reorganisation costs                           (1,501)       - 
==============================================  ========  =========  ======= 
 Adjusted(2) profit before tax                   1,672      13,795     -88% 
==============================================  ========  =========  ======= 
 Profit before tax                                171       13,795 
                                                --------  ---------  ------- 
 

(1) Earnings Before interest, Taxes, Depreciation and Amortisation and excluding share-based payments and reorganisation costs

(2) Excluding reorganisation costs

Group revenues in the first half of 2020 totalled $27.7 million (H1 2019: $42.5 million), a decrease of 35% compared to the same period in the prior year. This was predominantly due to the well documented Google manual penalties imposed on a number of the company's Casino websites, the impact of COVID 19 and the closure of our remaining Media business.

Gross profit for the first half of 2020 was $16.6 million (H1 2019: $28.8 million), a 42% decrease, broadly in line with the decrease in revenues. Gross margin was 60%, against 68% in the prior period.

Operating expenses for the first half of 2020 were $14.8 million (H1 2019: $14.5 million).

Adjusted EBITDA (2) in the first half of 2020 was $5.1 million (H1 2019: $18.6 million), a decrease of 73% on the same period in the prior year, due entirely to the reduction in revenues.

In the first half of 2020, the Group recorded reorganisation costs of $1.5 million, following the commencement of a significant restructuring of the Group to optimise the organisation for the future. This program will be largely complete by the end of 2020.

Adjusted profit before tax in the first half of 2020 was $1.7 million (H1 2019: $13.8 million), a decrease of 88%.

As at 30 June 2020, the Company had $28.0 million in cash balances, compared to $30.6 million as at 31 December 2019. The change in cash is due to the $4.0 million generated by operating activities being offset by $4.6 million used for investment activity, and $2.3 million used for financing activities.

Current assets as at 30 June 2020 were $36.0 million, compared to $42.3 million as at 31 December 2019. The decrease in current assets was predominantly as a result of the decrease in cash balances mentioned above and a decrease in trade receivables of $3.5 million, mainly as a result of the reduction in revenues. Non-current assets as at 30 June 2020 were $59.0 million compared to $57.0 million as at 31 December 2019.

Current liabilities as at 30 June 2020 were $23.8 million, compared to $27.2 million as at 31 December 2019. This decrease was mainly as a result of a fall in trade payables of $1.4 million and repayment of the bank loan of $1.5 million. Non-current liabilities as at 30 June 2020 were $7.8 million, compared to $8.6 million as of 31 December 2019. The decrease in non-current liabilities is mainly as result of lease liability repayments.

Total equity as at 30 June 2020 was $63.5 million, or 67% of total assets (31 December 2019: $63.5 million or 64% of total assets).

2020 has been a challenging year for the company so far, but we have remained resilient whilst we complete the restructuring. During this time, cash burn has been kept to an absolute minimum and we have removed significant future cost from the organisation. I am confident that the business will return to positive cash generation during the second half of the year.

Iain Balchin

Chief Financial Officer

29 September 2020

XLMEDIA PLC.

INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

AS OF 30 JUNE 2020

U.S DOLLARS IN THOUSANDS

INDEX

 
                                                           Page 
                                                         -------- 
 
 REPORT ON REVIEW OF INTERIM CONDENSED CONSOLIDATED 
  FINANCIAL STATEMENTS                                       8 
 
 Consolidated Statements of Financial Position             9-10 
 
 Consolidated Statements of Profit or Loss and Other 
  Comprehensive Income                                      11 
 
 Consolidated Statements of Changes in Equity             12 -13 
 
 Consolidated Statements of Cash Flows                    14 - 15 
 
 Notes to the Interim Condensed Consolidated Financial 
  Statements                                              16 - 20 
 

- - - - - - - - - - - - - - - - - -

 
  Kost Forer Gabbay     Tel: +972-3-6232525 
         & Kasierer     Fax: +972-3-5622555 
 144 Menachem Begin                  ey.com 
  Road, Building A, 
  Tel-Aviv 6492102, 
             Israel 
 

Report on review

of interim condensed consolidated financial statements

The Board of Directors

XLMedia PLC.

Introduction

We have reviewed the accompanying interim condensed consolidated statement of financial position of XLMedia PLC. and its subsidiaries ("the Group") as of 30 June 2020 and the related interim condensed consolidated statements of profit or loss and other comprehensive income, changes in equity and cash flows for the six months then ended and explanatory notes. Management is responsible for the preparation and presentation of this interim financial information in accordance with IAS 34, "Interim Financial Reporting" ("IAS 34") as adopted by the European Union. Our responsibility is to express a conclusion on this interim financial information based on our review.

Scope of review

We conducted our review in accordance with International Standard on Review Engagements 2410, Review of Interim Financial Information Performed by the Independent Auditor of the Entity. A review of interim financial information consists of making inquiries, primarily of persons responsible for financial and accounting matters, and applying analytical and other review procedures. A review is substantially less in scope than an audit conducted in accordance with International Standards on Auditing and consequently does not enable us to obtain assurance that we would become aware of all significant matters that might be identified in an audit. Accordingly, we do not express an audit opinion.

Conclusion

Based on our review, nothing has come to our attention that causes us to believe that the accompanying interim condensed consolidated financial statements are not prepared, in all material respects, in accordance with IAS 34 as adopted by the European Union.

 
 28 September 2020  KOST FORER GABBAY & KASIERER 
                     A Member of Ernst & Young 
 Tel Aviv, Israel              Global 
 

CONSOLIDATED STATEMENTS OF FINANCIAL POSITION

 
                                   June 30   31 December 
                                    2020        2019 
                                  ---------  ----------- 
                                  Unaudited    Audited 
                                  ---------  ----------- 
                                     USD in thousands 
                                  ---------------------- 
 
      ASSETS 
 
 CURRENT ASSETS: 
 
    Cash and cash equivalents        24,847       27,108 
    Short-term investments            2,483        2,785 
    Trade receivables                 4,210        7,755 
    Other receivables                 4,458        4,522 
    Financial derivatives                34          222 
                                  ---------  ----------- 
 
                                  3 6 , 032       42,392 
                                  ---------  ----------- 
 
 
 NON-CURRENT ASSETS: 
 
    Long-term investments               687          682 
    Property and equipment            8,467        9,431 
    Domains and websites             40,815       40,215 
    Other intangible assets           8,503        6,428 
    Other assets                        559          278 
 
                                     59,031       57,034 
                                  ---------  ----------- 
 
                                    95, 063       99,426 
                                  =========  =========== 
 

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

CONSOLIDATED STATEMENTS OF FINANCIAL POSITION

 
                                                                30 June   31 December 
                                                                 2020        2019 
                                                               ---------  ----------- 
                                                               Unaudited    Audited 
                                                               ---------  ----------- 
                                                                  USD in thousands 
                                                               ---------------------- 
 
LIABILITIES AND EQUITY 
 
 CURRENT LIABILITIES: 
    Trade payables                                                 1,626        3,028 
    Other liabilities and accounts payable                        9, 045       9,62 5 
    Income tax payable                                            11,958       11,874 
    Financial derivatives                                              -           79 
    Current maturities of long-term bank loans                         -        1,465 
    Current maturities of lease liabilities                        1,138       1 ,161 
                                                               ---------  ----------- 
 
                                                                  23,767       27,232 
                                                               ---------  ----------- 
 
 
 NON-CURRENT LIABILITIES: 
    Lease liability                                                7,185        8,067 
    Deferred taxes                                                   527          516 
    Other liabilities                                                 65           65 
                                                               ---------  ----------- 
 
                                                                   7,777        8,648 
                                                               ---------  ----------- 
 
    Total liabilities                                            31, 544       35,880 
 
EQUITY 
    Share capital                                                   *) -         *) - 
    Share premium                                                 82,465      112,624 
    Capital reserve from share-based transactions                  2,418        2,276 
    Capital reserve from transaction with non-controlling 
     interests                                                   (2,445)      (2,445) 
    Treasury shares                                                    -     (30,159) 
    Accumulated deficit                                         (19,210)     (19,041) 
                                                               ---------  ----------- 
 
    Equity attributable to equity holders of 
     the Company                                                  63,228       63,255 
 
    Non-controlling interests                                        291          291 
                                                               ---------  ----------- 
 
    Total equity                                                  63,519       63,546 
                                                               ---------  ----------- 
 
                                                                 95, 063       99,426 
                                                               =========  =========== 
 

*) Lower than USD 1 thousand.

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

 
 28 September 2020 
--------------------    -------------------    ---------------    --------------- 
  Date of approval          Chris Bell          Stuart Simms       Iain Balchin 
       of the 
financial statements      Chairman of the      Chief Executive    Chief Financial 
                         Board of Directors        Officer            Officer 
 

CONSOLIDATED STATEMENTS OF PROFIT OR LOSS AND OTHER COMPREHENSIVE INCOME

 
                                               Six months ended    Year ended 
                                                    30 June        31 December 
                                              ------------------ 
                                                2020      2019        2019 
                                              --------  --------  ------------ 
                                                  Unaudited         Audited 
                                              ------------------  ------------ 
                                                      USD in thousands 
                                                   (except per share data) 
 
 Revenues                                      27,715    42,459      79,695 
 Cost of revenues                              11,106    13,621      26,002 
                                              --------  --------  ------------ 
 
 Gross profit                                  16,609    28,838      53,693 
                                              --------  --------  ------------ 
 
 Research and development expenses             1,156      696        1,554 
 Sale and marketing expenses                   2,194     2,646       4,579 
 General and administrative expenses           11,479    11,172      21,214 
                                              --------  --------  ------------ 
 
                                               14,829    14,514      27,347 
                                              --------  --------  ------------ 
 
 Operating profit before Impairment and 
  Reorganisation costs                         1,780     14,324      26,346 
                                              --------  --------  ------------ 
 
 Impairment loss                                 -         -         81,350 
 Reorganisation costs                          1,501       -         1, 682 
                                              --------  --------  ------------ 
 
 Operating profit (loss)                        279      14,324     (56,686) 
                                              --------  --------  ------------ 
 
                                                                    (1, 879 
 Finance expenses                              (408)    (1,212)         ) 
 Finance income                                 300       683         835 
                                              --------  --------  ------------ 
 
                                                                    ( 1,044 
 Finance expenses, net                         (108)     (529)          ) 
                                              --------  --------  ------------ 
 
 Profit (loss) before taxes on income           171      13,795     (57,730) 
 Taxes on income                                 72      1,723       3, 188 
                                              --------  --------  ------------ 
 
 Income (loss) from continuing operations        99      12,072     (60,918) 
 Income from discontinued operations, 
  net                                            -         79        2,217 
                                              --------  --------  ------------ 
 
 Net income (loss)                               99      12,151     (58,701) 
                                              ========  ========  ============ 
 
 Net income (loss) and other comprehensive 
  income (loss)                                  99      12,151     (58,701) 
                                              ========  ========  ============ 
 
 Attributable to: 
  Equity holders of the Company                (169)     11,770     (59,474) 
  Non-controlling interests                     268       381         773 
                                              --------  --------  ------------ 
 
                                                 99      12,151     (58,701) 
                                              ========  ========  ============ 
 Earnings per share attributable to equity 
  holders of the Company: 
 Basic and Diluted earnings (loss) per 
  share from continuing operation (in USD)      - (*      0.06       (0.31) 
                                              ========  ========  ============ 
 Basic and Diluted earnings (loss) per 
  share from discontinued operation (in 
  USD)                                           -        *) -        0.01 
                                              ========  ========  ============ 
 Weighted average number of shares used 
  in computing basic earnings per share 
  (in thousands)                              183,813   209,329     198,396 
                                              ========  ========  ============ 
 Weighted average number of shares used 
  in computing diluted earnings per share 
  (in thousands)                              183,813   209,596     198,396 
                                              ========  ========  ============ 
 

*) Lower than 0.01 USD.

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

CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY

 
                                      Attributable to equity holders of the Company 
                    ---------------------------------------------------------------------------------- 
                                                           Capital 
                                                           reserve 
                                           Capital          from 
                                           reserve      transactions                Retained 
                                             from           with                    earnings 
                     Share      Share    share-based   non-controlling  Treasury  (accumulated          Non-controlling  Total 
                     capital    premium  transactions     interests      shares     deficit)    Total      interests     equity 
                    --------   --------  ------------  ---------------  --------  ------------  ------  ---------------  ------ 
                                                                     Unaudited 
                    ----------------------------------------------------------------------------------------------------------- 
                                                                 USD in thousands 
                    ----------------------------------------------------------------------------------------------------------- 
 
 Balance at 1 
  January 2020            *) -   112,624         2,276          (2,445)  (30,159)      (19,041)  63,255              291  63,546 
                     ---------  --------  ------------  ---------------  --------  ------------  ------  ---------------  ------ 
 
 Net income (loss) 
  and other 
  comprehensive 
  income (loss)              -         -             -                -         -         (169)   (169)              268      99 
 Cost of 
  share-based 
  payment                    -         -           142                -         -             -     142                -     142 
 Delisting of 
  treasury shares 
  **)                        -  (30,159)             -                -    30,159             -       -                -       - 
 Dividend to 
  non-controlling 
  interests                  -         -             -                -         -             -       -            (268)   (268) 
 
 Balance at 30 
  June 2020               *) -    82,465         2,418          (2,445)         -      (19,210)  63,228              291  63,519 
                     =========  ========  ============  ===============  ========  ============  ======  ===============  ====== 
 

**) In April 2020, the Board resolved to cancel all shares held in treasury.

 
                                    Attributable to equity holders of the Company 
                    ------------------------------------------------------------------------------ 
                                                          Capital 
                                                          reserve 
                                          Capital          from 
                                          reserve      transactions 
                                            from           with 
                     Share      Share   share-based   non-controlling  Treasury  Retained           Non-controlling   Total 
                     capital   premium  transactions     interests      shares   earnings   Total      interests      equity 
                    --------   -------  ------------  ---------------  --------  --------  -------  ---------------  ------- 
                                                                   Unaudited 
                    -------------------------------------------------------------------------------------------------------- 
                                                                USD in thousands 
                    -------------------------------------------------------------------------------------------------------- 
 
 Balance at 1 
  January 2019            *) -  112,224         2,590          (2,445)     (468)    54,623  166,524              291  166,815 
                     ---------  -------  ------------  ---------------  --------  --------  -------  ---------------  ------- 
 
 Net income and 
  other 
  comprehensive 
  income                     -        -             -                -         -    11,770   11,770              381   12,151 
 Cost of 
  share-based 
  payment                    -        -           674                -         -         -      674                -      674 
 Acquisition of treasury 
  shares                             -             -                -   (9,653)         -  (9,653)                -  (9,653) 
 Dividend to 
  equity holders 
  of the 
  Company (0.04 
  USD per share)             -        -             -                -         -   (8,226)  (8,226)                -  (8,226) 
 Exercise of 
  options                    -      128          (31)                -         -         -       97                -       97 
 Dividend to 
  non-controlling 
  interests                  -        -             -                -         -         -        -            (381)    (381) 
 
 Balance at 30 
  June 2019               (* -  112,352         3,233          (2,445)  (10,121)    58,167  161,186              291  161,477 
                     =========  =======  ============  ===============  ========  ========  =======  ===============  ======= 
 

*) Lower than USD 1 thousand.

CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY

 
                                        Attributable to equity holders of the Company 
                    -------------------------------------------------------------------------------------- 
                                                           Capital 
                                                           reserve 
                                           Capital          from 
                                           reserve      transactions                  Retained 
                                             from           with                      earnings 
                     Share      Share    share-based   non-controlling   Treasury   (accumulated            Non-controlling   Total 
                     capital    premium  transactions     interests       shares      deficit)     Total       interests      Equity 
                    --------   --------  ------------  ---------------  ---------  -------------  --------  ---------------  -------- 
                                                                    USD in thousands 
                    ----------------------------------------------------------------------------------------------------------------- 
 
 Balance as of 1 
  January                                                                                            16 6 ,                     16 6 , 
  2019                    *) -   112,224         2,590          (2,445)      (468)      5 4 , 623       524              291       815 
 
 Net loss and 
  other 
  comprehensive 
  income (loss)              -         -             -                -          -       (59,474)  (59,474)              773  (58,701) 
 Acquisition of 
  treasury 
  shares                     -         -             -                -   (29,691)              -  (29,691)                -  (29,691) 
 Income from 
  share-based 
  payment                    -         -         (218)                -          -              -     (218)                -     (218) 
 Dividend to 
  equity holders 
  of the Company             -         -             -                -          -       (14,190)  (14,190)                -  (14,190) 
 Exercise of 
  options                 *) -       400          (96)                -          -              -       304                -       304 
 Dividend to 
  non-controlling 
  interests                  -         -             -                -          -              -         -            (773)     (773) 
                     ---------  --------  ------------  ---------------  ---------  -------------  --------  ---------------  -------- 
 
 Balance as of 31 
  December 
  2019                    *) -   112,624         2,276          (2,445)   (30,159)       (19,041)    63,255              291    63,546 
                     =========  ========  ============  ===============  =========  =============  ========  ===============  ======== 
 

*) Lower than USD 1 thousand.

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

CONSOLIDATED STATEMENTS OF CASH FLOWS

 
                                                    Six months ended    Year ended 
                                                         30 June        31 December 
                                                   ------------------ 
                                                     2020      2019        2019 
                                                   --------  --------  ------------ 
                                                       Unaudited         Audited 
                                                   ------------------  ------------ 
                                                           USD in thousands 
                                                   -------------------------------- 
 
 Cash flows from operating activities: 
 
 Net income (loss)                                       99    12,151      (58,701) 
 
 Adjustments to reconcile net income (loss) 
  to net cash provided by operating activities: 
 
 Adjustments to the profit or loss items: 
 
 Depreciation and amortisation                        3,171     3,618         7,511 
 Impairment loss                                          -         -        81,350 
 Finance expense, net                                   109     1,311       1 , 976 
 Gain from discontinued operation                         -         -       (1,811) 
 Cost of (income from) share-based payment              142       674       ( 218 ) 
 Taxes on income                                         72     1,782        3, 228 
 Exchange differences on balances of cash 
  and cash equivalents                                (519)     (492)         (661) 
                                                   --------  --------  ------------ 
 
                                                      2,975     6,893        91,375 
                                                   --------  --------  ------------ 
 Changes in asset and liability items: 
 
 Decrease in trade receivables                        3,545     3,858         6,465 
 Decrease (increase) in other receivables             (502)       620           371 
 Decrease in trade payables                         (1,402)   (1,419)       (2,239) 
 Increase (decrease) in other accounts 
  payable                                             (441)     1,080         4,482 
 Decrease in other long-term liabilities                  -         -         (183) 
                                                   --------  --------  ------------ 
 
                                                      1,200     4,139      8 ,8 9 6 
                                                   --------  --------  ------------ 
 Cash received (paid) during the year for: 
 
 Interest paid                                         (61)     (356)         (752) 
 Interest received                                       82        89           101 
 Taxes paid                                           (518)   (1,167)       (2,859) 
 Taxes received                                         248     2,058         2,061 
                                                   --------  --------  ------------ 
 
                                                      (249)       624       (1,449) 
                                                   --------  --------  ------------ 
 
 Net cash provided by operating activities            4,025    23,807      40 , 121 
                                                   ========  ========  ============ 
 

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

CONSOLIDATED STATEMENTS OF CASH FLOWS

 
                                                Six months ended     Year ended 
                                                     30 June         31 December 
                                               ------------------- 
                                                 2020      2019         2019 
                                               --------  ---------  ------------ 
                                                    Unaudited         Audited 
                                               -------------------  ------------ 
                                                       USD in thousands 
                                               --------------------------------- 
 
 Cash flows from investing activities: 
 
 Purchase of property and equipment               (186)      (111)         (260) 
 Acquisition of and additions to domains, 
  websites and other intangible assets                -      (174)         (406) 
 Acquisition of and additions to technology     (4,394)    (4,137)       (8,447) 
 Proceeds from the sale of discontinued 
  operation (adjustments of proceeds)*)           (270)          -         1,547 
 Short-term and long-term investments, 
  net                                               298        139           281 
                                               --------  ---------  ------------ 
 
 Net cash used in investing activities          (4,552)    (4,283)       (7,285) 
                                               --------  ---------  ------------ 
 
 Cash flows from financing activities: 
 
 Dividend paid to equity holders of the 
  Company                                             -    (8,226)      (14,190) 
                                                           ( 9,653 
 Acquisition of treasury shares                       -          )      (29,691) 
 Dividend paid to non-controlling interests       (184)      (319)         (652) 
 Exercise of options                                  -        117           270 
                                                           ( 2,750 
 Repayment of long and short-term liability     (1,500)          )       (5,500) 
 Repayment of lease liabilities                   (569)      (703)       (1,253) 
 
 Net cash used in financing activities          (2,253)   (21,534)      (51,016) 
                                               --------  ---------  ------------ 
 
 Exchange differences on balances of cash 
  and cash equivalents                              519        526           661 
                                               --------  ---------  ------------ 
 
 Decrease in cash and cash equivalents          (2,261)    (1,484)      (17,519) 
 Cash and cash equivalents at the beginning 
  of the period                                  27,108     44,627        44,627 
                                               --------  ---------  ------------ 
 
 Cash and cash equivalents at the end of 
  the period                                     24,847     43,143        27,108 
                                               ========  =========  ============ 
 
   *)         Net of cash balance of discontinued operation. 

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

   NOTE 1:    GENERAL 

XLMEDIA PLC and its subsidiaries (The Group) are a leading global digital performance publisher .

The Group attracts users through online marketing techniques (such as publications and advertisements) which are then directed, by the Group, to its customers in return for a share of the revenue generated by such user, a fee generated per user acquired, fixed fees or a hybrid of any of these three models .

   NOTE 2:    SIGNIFICANT ACCOUNTING POLICIES 
   a.       Basis of preparation of the interim condensed consolidated financial statements: 

The interim condensed consolidated financial statements for the six months ended 30 June 2020 have been prepared in accordance with IAS 34, Interim Financial Reporting, as adopted by the European Union. The interim condensed consolidated financial statements do not include all the information and disclosures required in the annual financial statements and should be read in conjunction with the Group's annual consolidated financial statements as at 31 December 2019.

    b.      Initial adoption of amendments to existing financial reporting and accounting standards: 

Amendment to IFRS 3, "Business Combinations":

In October 2018, the IASB issued an amendment to the definition of a "business" in IFRS 3, "Business Combinations" ("the Amendment").

The Amendment clarifies that in order to be considered a business, an integrated set of activities and assets must include, as a minimum, an input and a substantive process that together significantly contribute to the ability to create outputs. The Amendment also clarifies that a business can exist without including all of the inputs and processes needed to create outputs. The Amendment includes an optional concentration test according to which it can be determined that a business has not been acquired, without additional assessments.

The Amendment is applied prospectively to all business combinations and asset acquisitions for which the acquisition date is on or after 1 January 2020.

The application of the Amendment is not expected to have a material effect on the Company.

   NOTE 2:    SIGNIFICANT ACCOUNTING POLICIES (Cont.) 
   c .       Disclosure of new standard in the period prior to their adoption: 

Amendment to IFRS 16, "Leases":

In view of the global coronavirus crisis, in May 2020, the IASB issued "Covid-19-Related Rent Concessions - Amendment to IFRS 16, Leases" ("the Amendment"). The objective of the Amendment is to allow a lessee to apply a practical expedient according to which covid-19 related rent concessions will not be accounted for as lease modifications but as variable lease payments. The relief applies to lessees only.

The Amendment applies only to covid-19 related rent concessions and only if all of the following conditions are met:

-- The revised future lease payments are substantially the same or less than the original lease payments immediately preceding the change;

   --    The reduction in lease payments relates to payments due on or before 30 June 2021; and 
   --    No other substantive changes have been made to the terms of the lease. 

The Amendment is to be applied retrospectively effective for annual periods beginning on or after 1 June 2020, with earlier application permitted.

The Company has evaluated the effects of the Amendment and estimates that its adoption is not expected to have a material impact on the financial statements since no material covid-19 related rent concessions have occurred or are expected to occur.

   NOTE 3:         SUPPLEMENTARY INFORMATION 

The spread of Coronavirus has had an impact on the Group's operations. The Group has a well-balanced portfolio of assets, however in February 2020 many sport events were cancelled around the world which had a negative effect on the Group's revenue. A similar effect was seen in the Group's Finance and Technology units where many financial institutions cut marketing spend to a minimum. The Casino vertical remained resilient throughout in sites unaffected by the ongoing Google deranking. The Group is continually monitoring and responding to the potential impact of the outbreak, but as there is uncertainty regarding the duration of the impact on future events, so there is ongoing uncertainty regarding the total future effect on the Group's operations. The Board of Directors and management have determined that the Group will have sufficient liquidity for its operations for at least 12 months from the date of the interim consolidated financial statements.

   NOTE 4:    DISCONTINUED OPERATIONS 

In February 2019, the Company's board of directors decided to reduce certain parts of its Media activities (comprising one CGU) which had lower profit margins. In August 2019, the Company completed the sale of Webpals Mobile Ltd ("Mobile") which is a substantial component of the CGU. The gain derived from the sale is USD 1.8 million.

   a.   Below is data of the operating results attributed to the discontinued operation: 
 
                                        Six months ended    Year ended 
                                             30 June        31 December 
                                       ------------------ 
                                         2020      2019        2019 
                                       --------  --------  ------------ 
                                           Unaudited         Audited 
                                       ------------------  ------------ 
                                               USD in thousands 
                                       -------------------------------- 
 
Revenues from sales                           -     8,082         9,752 
Cost of sales                                 -     6,409         7,733 
                                       --------  --------  ------------ 
 
Gross profit                                  -     1,673         2,019 
Selling, general and administrative 
 expenses and research and 
 development expenses                         -     1,459         1,610 
 
Operating income                              -       214           409 
Financial expenses (income), 
 net                                          -        76         37) ) 
Gain from sale of discontinued 
 operation                                    -         -         1,811 
                                       --------  --------  ------------ 
Income before income taxes 
 from discontinued operation                  -       138         2,257 
Taxes on income                               -        59            40 
 
Income from discontinued 
 operation, net                               -        79         2,217 
                                       ========  ========  ============ 
 
   b.      Below is data of the net cash flows provided by (used in) the discontinued operation: 
 
                         Six months ended     Year ended 
                              30 June         31 December 
                        ------------------ 
                          2020      2019         2019 
                        --------  --------   ------------ 
                            Unaudited          Audited 
                        ------------------   ------------ 
                                USD in thousands 
                        --------------------------------- 
 
Operating activities           -   (166)            1,109 
                        ========  ========   ============ 
 
Investing activities           -     -                 80 
                        ========  ========   ============ 
 
 
   NOTE 5:    OPERATING SEGMENTS 
   a.       General: 

The operating segments are identified on the basis of information that is reviewed by the chief operating decision maker ("CODM") to make decisions about resources to be allocated and assess its performance.

In 2019 the main part of the Group's Media activities was classified a discontinued activity and sold. Other Media activities which provided complementary activities to the Publishing activities were integrated into the Publishing segment activities. Subsequent to this integration the Group has one operating segment - Publishing, which consists the operation of over 2,300 owned informational websites in 18 languages. These websites refer potential customers to online businesses. The sites' content, written by professional writers, is designed to attract online traffic which the Group then directs to its customers online businesses.

   b.       Geographic information: 

Revenues classified by geographical areas based on internet user location:

 
                                         Six months ended    Year ended 
                                              30 June        31 December 
                                        ------------------ 
                                         20 20      2019        2019 
                                        --------  --------  ------------ 
                                            Unaudited         Audited 
                                        ------------------  ------------ 
                                                USD in thousands 
                                        -------------------------------- 
 
Scandinavia                               11,372    18,594        34,667 
Other European countries                   7,991    11,604        21,458 
North America                              5,434     9,302        16,162 
Asia                                          17       146           224 
Oceania                                      461       814         1,375 
Other countries                               38       298           104 
                                                            ------------ 
 
Total revenues from identified 
 locations                                25,313    40,758        73,990 
Revenues from unidentified locations       2,402    1,70 1         5,705 
                                                            ------------ 
 
Total revenues                            27,715    42,459        79,695 
                                        ========  ========  ============ 
 
   NOTE 6:         SUBSEQUENT EVENTS 

In August 2020, the Company decided not to exercise an option to renew a lease of certain office space, where the renewal period was originally included in the determination of the lease liabilities and corresponding right-of-use assets in the interim condensed consolidated financial statements. Accordingly, in the second half of 2020, the Company will derecognise the lease liabilities by approximately $ 3.7 million and the related right-of-use and other assets by approximately $ 3.4 million. The expected impact on the profit before taxes on income will be a gain of approximately $ 0.3 million.

- - - - - - - - - - - - - - - - -

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(END) Dow Jones Newswires

September 29, 2020 02:00 ET (06:00 GMT)

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