TIDMXLM
RNS Number : 6467W
XLMedia PLC
27 April 2021
27 April 2021
XLMedia PLC
("XLMedia" or the "Group" or the "Company")
Results for the Year Ended 31 December 2020
XLMedia (AIM: XLM), a leading global digital performance
publisher, announces the Company's audited results for the year
ended 31 December 2020.
Financial summary
Revenues of $54.8 million (FY 2019: $79.7 million)
o Google search ranking penalty in January on over 100 Casino
websites
o Covid-19 measures impacted sports events globally and reduced
activity in Financial Services
o Resulted in c. $2 million per month hit to Group revenue for a
number of months from March
o Closure of Media business reduced annual revenue by c. $5
million
-- Gross profit of $34.3 million (FY 2019: $53.7 million)
-- Adjusted EBITDA (1) of $12.2 million (FY 2019: $33.5 million)
-- Adjusted profit before tax (2) of $4.5 million (FY 2019: $25.3 million)
-- Reported Profit / (Loss) before tax of $1.1 million (FY 2019: ($57.7) million)
-- Cash and short-term investments of $13.9 million (31 December 2019: $29.9 million)
1 Adjusted EBITDA in all references is defined as Earnings
Before Interest, Taxes, Depreciation and Amortisation, and
excluding any share-based payments, impairment and reorganisation
costs
2 Excluding loss from impairment and reorganisation costs
Operating summary
-- Significant progress in US Sports market through the
acquisition of CBWG, a high-growth sports gaming and betting
publisher and affiliate
-- After period end:
o Strengthened US Sports position through the acquisition of
Sports Betting Dime, a multichannel sports betting affiliate,
including the national website sportsbettingdime.com
-- Good progress on the business transformation
o Initial restructure of the organisation, resulting in
headcount reduction of around 20%
o Ongoing asset portfolio upgrade focussing on revenue
sustainability and future growth
o Strengthened Executive Team with the appointment of Iain
Balchin as Chief Financial Officer and Ken Dorward as President,
North America
-- Corporation tax residence moved to the UK - minimal impact on effective tax rate
Casino rebuild
-- Narrowed focus to 10 tier 1 penalised Casino websites and
other high-performing unpenalised assets
-- Removed the penalty from three of 10 websites, after multiple resubmissions
-- Concentrating resources on rebuilding new revenue generation from a lower base
-- Options to develop assets with partners or create value through disposals
Covid-19 update
-- Company operations adjusted well to the remote working requirements caused by Covid-19
-- Travel restrictions negatively impacted speed of business transformation
-- Materially impacted revenue opportunities in Personal Finance and Sports
-- Recovery commenced early in the second half of the year
Outlook
-- Exited the year well, with revenue in January 2021 almost at the same level as January 2020
-- Recent acquisitions in US Sports and good performance of
Personal Finance assets more than offsets ongoing weakness in
Casino
-- Further investment planned in 2021 to complete the transformation of the business
-- Continue to expect material improvement in Group revenue in 2021
Stuart Simms, Chief Executive Officer of XLMedia, commented:
"We entered 2020 with strategic and operational clarity, only to
find ourselves knocked off track in the short term by the
unforeseen challenges of a Google penalty and the Covid-19 global
pandemic. Even against this backdrop the business performed
relatively well, and we made significant progress on the priorities
of upgrading the asset portfolio and restructuring the
organisation, which will drive performance over the longer
term.
"Over the last few months, the Company completed two significant
acquisitions in the US Sports market. This is a very positive and
material step in rebalancing the Group, providing immediate scale
in an attractive and high-growth, regulated market.
"Completing the transformation of the business, including the
overhaul of the systems supporting it and delivering the long-term
operating structure to maximise growth will involve further
significant investment in 2021. Notwithstanding this, our level of
confidence in the business performance and recovery continues to
grow and we have entered 2021 with positive momentum, which we
expect to lead to revenue materially ahead of the previous
year."
Analyst and Institutional Investor webcast
A presentation webcast and live Q&A conference call for
analysts and institutional investors will take place on Tuesday,
27(th) April 2021 at 9.00 am UK Time, and a webcast of the
presentation will be made available on the Company's website at
https://www.xlmedia.com/investor-relations/webcasts/
To register for this event, please go to:
https://secure.emincote.com/client/xlmedia/2020-full-year-results
Retail investor webcast
Management will also be hosting a presentation for retail
investors in relation to the Company's results on Wednesday, 28(th)
April 2021 at 12.45 pm UK Time.
The presentation will be hosted on the Investor Meet Company
("IMC") digital platform. Investors can sign-up for free and
request to meet XLMedia via:
https://www.investormeetcompany.com/xlmedia-plc/register-investor
Investors who already follow XLMedia on this platform will
automatically be invited.
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 Consulting Tel: 020 7390 0233
Jeremy Garcia
www.vigoconsulting.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
Mark Whitmore / James White / Tejas
Padalkar
www.berenberg.com
Chair's Introduction
2020 was a year of challenge and opportunity for our Company,
colleagues, clients and partners. The Covid-19 pandemic is well
documented and left no industry or company untouched. I am
delighted at the way XLMedia handled the operational impacts of the
pandemic, and want immediately to express my gratitude to all our
colleagues in Israel, Cyprus, the UK and North America for rising
to the challenges it presented and showing total commitment during
an extremely difficult time. We are not quite out the other side
yet, but we can, I believe, now see light at the end of the
tunnel.
Unfortunately, the short-term opportunities presented by
Covid-19 in the Casino vertical were all but extinguished by the
penalty imposed by Google on many of our assets in this space. The
Board and Executive team are very aware of the impact of this on
recent financial performance and are working tirelessly to deal
with this issue and put it behind us.
In tandem with dealing with these unforeseen challenges, the
refreshed Executive team has been executing on the strategic
transformation of the business we laid out last year. In response
to shifting priorities for major search engines and an increasingly
uncertain regulatory backdrop in our foundational European casino
markets, we detailed our intention to focus the business on fewer
high-quality websites and to take advantage of opportunities in
high-growth regulated markets. Under the leadership of our Chief
Executive, Stuart Simms, and the Chief Financial Officer we
appointed early in 2020, Iain Balchin, the business is being
steadily restructured and repositioned. Although no transformation
is ever complete, we have made excellent progress on improving our
websites, significantly reducing the number and upgrading the
content and focus, and restructuring and streamlining the
organisation to align with our strategic direction.
As an important part of our transformation, and as Stuart covers
in detail in his statement, we made two significant acquisitions in
the US Sports market, which gives the Company immediate scale in a
huge vertical, which is growing rapidly. To fund the second of
these transactions, the Company raised GBP27 million (gross)
through a placing and open offer, both of which were significantly
oversubscribed. The Board were delighted to see the faith that our
shareholders placed in us through this equity issuance and share
their excitement for the prospects of XLMedia going forward.
Governance and Dividend
There were two changes to the Board in 2020. In July, Iain
Balchin joined the Board, having been appointed as Chief Financial
Officer in February 2020. In August, Amit Ben Yahuda stepped down
from the Board and left XLMedia after four years of valuable
contribution to the development of the business.
At the start of July, the Company moved its Corporation Tax
residence from Cyprus to the UK. This change reflected the
increasing senior management presence and the governance
concentration in the UK.
As announced in April 2020, we remain committed to completing
the transformation of the Company, which requires further
investment in the core business and may include taking advantage of
additional inorganic opportunities. With this is mind, the Board
does not intend to recommend a dividend or share buyback
programme.
Outlook
The Company has entered 2021 with optimism and confidence,
underpinned by a strong balance sheet and improving financial
performance. Most importantly, the business transformation is
progressing well and revenue delivery is more diverse, enabling us
to deal better with any future uncertainties and to take full
advantage of opportunities as they arise.
Christopher Bell
Independent Non-Executive Chair
27 April 2021
Chief Executive Officer review
Business Performance
At the end of 2019, we laid out our priorities for the business
to maximise opportunities from evolving regulation and consumer
demands, and better align our assets with the structure and
standards demanded by major internet search engines. Even with this
renewed clarity and focus, 2020 proved to be one of the most
challenging years in the history of XLMedia. The challenges were
both macro and Company specific. As it did for many sectors and
businesses, Covid-19 created operational challenges, which the
Company handled very well, and financial impacts through the
cancellation of major sporting events and the reduction in
marketing activities in our major financial services partners.
Specific to XLMedia, in January, Google applied a search ranking
penalty to a number of Casino websites which made generating new
revenue in this vertical difficult.
Against this backdrop, the Group delivered revenue of $54.8
million (FY 2019: $79.7 million), gross profit of $34.3 million (FY
2019: $53.7 million) and adjusted EBITDA of $12.2 million (FY 2019:
$33.5 million). By the end of March monthly revenue was running
approximately $2 million behind the expectations at the start of
the year. Revenue in the first half was $27.7 million (H1 2019:
$42.5 million), with the low point reached in the second quarter of
the year. Financial performance stabilised in the middle of the
year and improved gradually through the second half, and the
Company exited the year and entered 2021 with an encouraging
trajectory.
We entered the year with clear strategic priorities, underpinned
by a refreshed technology infrastructure, incorporating both
proprietary and open-source platforms, and a renewed focus on fully
exploiting proprietary data. This will be supported by a slimmer
refocused central support and operating structure.
Progress in 2020 in transforming the business performance was
slower than I would have hoped. This was hampered by the immediate
requirement to address the Google manual penalty issue and by an
inability to engage face-to-face across the Company due to the
restrictions caused by Covid-19. However, we have made important
progress in producing a more sustainable business, fit for the
future, and have begun to reshape the organisation. In May, we
announced the streamlining of a number of functions, which has
simplified the structure, aligning it better to the strategic
direction of the Company and creating around $5 million of
operating cost headroom to support investment in driving future
growth.
We have also reduced the number of sites we own and manage from
over 3,000 to fewer than 100. Much of this portfolio has now been
upgraded to drive maximum sustainable returns from every asset,
with a focus on better serving consumer needs through high-quality,
engaging content.
Casino rebuild
As disclosed in January 2020, a number of our high revenue
premium Casino websites were penalised by Google through a ranking
penalty, which pushes the websites lower in key search results.
After a thorough review, we focussed our efforts on ten of the
penalised websites and a small number of other high-performing
assets to minimise duplication in each target country.
We now believe our remaining Casino sites are high-quality
assets, relative to other industry sites successfully addressing
the Casino vertical globally. Through the second half of 2020, we
submitted the penalised sites to Google for reconsideration on a
number of occasions. We have had a degree of success, which
resulted in the removal of the penalty for three websites,
Casino.pt, Casino.gr and CasinoKiwi.co.nz, and an immediate
improvement in their search rankings - although these will take
some time to return to historical levels. Based on the development
efforts to this point and the quality of the content we have
produced, we are disappointed not to have received more successful
reconsiderations.
From this point, we are concentrating our resources on growing
the new revenue in the Casino vertical from the current lower base.
This includes driving further growth from our unpenalised sites and
seeking to re-establish the performance of the penalised assets,
through partnerships, to successfully remove the penalties or
develop new sites. Alongside this, we continue to assess the option
of disposing of elements of this business, where we feel the value
to another party may exceed that to XLMedia over the longer
term.
Regulation
All of XLMedia's business units are subject to regulatory
oversight. 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. The process of achieving the relevant regulatory
permissions and operating within clear regulatory parameters is a
core competency of XLMedia, as we have shown in recent developments
in North American Sports. Our approach of developing high-quality,
educational and engaging websites also positions the business well
from a sustainability perspective.
US Sports
The opportunity in US sports betting has become increasingly
clear, as more states in the US have regulated and opened up to
legalised sports betting.
In December, we completed the acquisition of the sports gaming
and sports betting business of CBWG Sports ("CBWG"). CBWG is a
highly successful and fast-growing digital media publishing group,
based in the northeast United States. The business owns and
operates the sports and gaming assets CrossingBroad.com,
PASportsBooks.com, BetNewJersey.com, EliteSportsNY.com, and
PromoCodeKings.com and has agreements in place with leading
regulated online sportsbooks in the United States. The business
also has an agency arm, which partners with leading sports media
brands in the regulated betting markets of Colorado, Illinois, and
Tennessee. CBWG has so far significantly outperformed the
acquisition case, with unaudited revenues in the first two months
of 2021 of $2.67 million compared to $1.11 million in the
acquisition case, capitalising on market growth trends and the very
strong Q1 seasonality in the US that results from the timing of
certain major sporting events.
After the year end, in March 2021, we completed the acquisition
of the business and assets of Sports Betting Dime ("SBD"). SBD was
a multichannel offshore sports betting digital media platform with
a national footprint website, sportsbettingdime.com, which had over
1.2 million visitors in January 2021.
Following the acquisition, SBD is leveraging XLMedia's
regulatory licences and deals with regulated operators to rapidly
monetise its traffic in the nine regulated US states where XLMedia
already operated. In due course, revenue is expected to grow as the
wider US market regulates state by state and enables the remaining
traffic to be monetised.
I believe these acquisitions are very significant steps in
rebalancing the Group, with a greater focus on regulated
high-growth markets. The Company has now established immediate
scale in US Sports, including acquiring an excellent team with the
skills required to drive growth, both organically and through
targeted acquisition, assisted by the tailwind of increasing
regulation across the US.
Outlook
Overall, 2021 has started well. In North America, the assets of
CBWG are delivering ahead of expectations, SBD has made an
encouraging start and our personal finance assets continue to
perform well, and in Europe our sports assets have benefitted from
a full events calendar. As mentioned earlier, the Casino vertical
is being rebuilt from a lower base. The combination of these
factors should lead to revenue materially ahead of the previous
year.
Completing the transformation of the business, including the
overhaul of the systems supporting it, and delivering the long-term
operating structure to maximise growth will involve further
significant investment in 2021. The positive impact this will
bring, along with improving financial performance and a strong
balance sheet, gives us confidence in the future prospects for the
Company.
Stuart Simms
Chief Executive Officer
27 April 2021
Financial Review
$'000 2020 2019 Change
Revenues 54,839 79,695 -31%
======================================== ======== ======== =======
Gross profit 34,345 53,693 -36%
======================================== ======== ======== =======
Operating expenses (29,996) (27,347) + 10%
======================================== ======== ======== =======
Operating profit before impairment and
reorganisation costs 4,349 26,346 -83%
======================================== ======== ======== =======
Adjusted EBITDA(2) 12,161 33,471 -64%
======================================== ======== ======== =======
Impairment loss (955) (81,350)
======================================== ======== ======== =======
Reorganisation costs (2,481) (1,682)
======================================== ======== ======== =======
Adjusted(1) profit before tax 4,542 25,302 -82%
======================================== ======== ======== =======
Income from discontinued operations - 2,217
======================================== ======== ======== =======
Profit (loss) before tax 1,106 (57,730)
-------- -------- -------
(1) Excluding loss from impairment and reorganisation costs
(2) Earnings Before interest, Taxes, Depreciation, Amortisation
and excluding share-based payments, impairment and reorganisation
costs
XLMedia revenues in 2020 totalled $54.8 million (2019: $79.7
million), a decrease of 31% compared to the previous year due
primarily to the closure of our remaining Media operations, the
impact of a search ranking penalty imposed by Google on a large
number of Casino sites and the initial impact of the Covid-19
pandemic on the Global sporting calendar.
Gross profit for 2020 was $34.3 million and gross margin was 63%
(2019: $53.7 million, 67% gross margin), representing a 36%
decrease, broadly proportional to the decrease in revenues.
Operating expenses for 2020 were $30.0 million (2019: $27.3
million). Operating expenses increased mainly due to a change in
capitalisation policy for proprietary technology, additions of
senior management to expedite the expansion of our global
operations, and professional fees associated with redomiciling to
the UK.
Adjusted EBITDA for 2020 was $12.2 million or 22% of revenues
(2019: $33.5 million, or 42% of revenues), a decrease of 64% on the
previous year. This decrease in the EBITDA was due mainly to the
reduction in revenues.
Net financing expenses for 2020 were $0.1 million (2019: $1.0
million). The decrease in financing expenses mainly reflects
changes in lease liabilities as the Company decided not to exercise
the option to renew leases.
IAS 36 requires that a company ensures that its assets are
carried at no more than their recoverable value. Under IAS 36, when
the carrying amount of the assets exceeds its recoverable amount an
impairment loss is recorded. Following an independent and
comprehensive review of recorded asset values at year end and
further reductions following the demotion of the Group's websites
by Google in January 2020, XL Media has booked an impairment loss
of $1 million in its 2020 accounts (2019: $81.3 million).
In 2020 the Group recorded reorganisation costs of $2.5 million
following the commencement of a significant future restructuring
plan of the Group (2019: $1.7 million).
Adjusted profit before tax in 2020 was $4.5 million (2019: $25.3
million), a decrease of 82%.
As at 31 December 2020, the Company had $13.9 million in cash
and short-term investments (2019: $29.9 million). The change in
cash is a reflection of $9.0 million generated by operating
activities offset by $20.1 million used for investment activity,
and $3.0 million used for financing activities, with $1.5 million
of this being the repayment of bank loans. Following the placing
and open offer, in mid-April 2021 the Company had approximately $38
million in cash and short-term investments.
Current assets as at 31 December 2020 were $25.2 million (31
December 2019: $42.4 million). The decrease in current assets was
predominantly as a result of the decrease in cash and
cash-equivalents mentioned above. Non-current assets as at 31
December 2020 were $66.9 million (31 December 2019: $57.0 million).
The increase in non-current assets is mainly from the acquisition
of CBWG Sports, with an initial cash consideration of $12.5
million.
Current liabilities as at 31 December 2020 were $23.3 million
(31 December 2019: $27.2 million). Non-current liabilities as at 31
December 2020 were $1.6 million (31 December 2019: $8.6 million).
The decrease in non-current liabilities is mainly attributable to
the lease liability as the Company decided not to exercise the
option to renew leases. Total equity as at 31 December 2020 was
$67.3 million or 73% of total assets (2019: $63.5 million or 64% of
total assets). The increase in the equity was mainly as a result of
the issue of $3.6 million of new company shares as part of the
initial consideration for the acquisition of CBWG Sports.
2020 was a significant year for the company, where we dealt with
many challenges concurrently, including making significant progress
in restructuring and repositioning the Company for future growth.
We exited the year with a positive trajectory and concluded our
first acquisition in the US Sports market. We remain optimistic
about the Group's prospects in the years ahead.
Iain Balchin
Chief Financial Officer
27 April 2021
INDEPENT AUDITORS' REPORT
To the Shareholders of
XLMEDIA PLC
Opinion
We have audited the consolidated financial statements of XLMedia
PLC and its subsidiaries (the Group), which comprise the
consolidated statements of financial position as of 31 December
2020 and 2019 and the consolidated statements of profit or loss and
other comprehensive income, consolidated statements of changes in
equity and consolidated statements of cash flows for each of the
years then ended, and notes to the consolidated financial
statements, including a summary of significant accounting
policies.
In our opinion, the accompanying consolidated financial
statements present fairly, in all material respects, the financial
position of the Group as of 31 December 2020 and 2019 and its
financial performance and its cash flows for each of the years then
ended in accordance with International Financial Reporting
Standards (IFRS) as adopted by the European Union.
Basis for opinion
We conducted our audit in accordance with International
Standards on Auditing (ISAs). Our responsibilities under those
standards are further described in the Auditor's responsibilities
for the audit of the consolidated financial statements section of
our report. We are independent of the Group in accordance with the
International Code of Ethics for Professional Accountants
(including International Independence Standards) (IESBA Code), and
we have fulfilled our other ethical responsibilities in accordance
with the IESBA Code. We believe that the audit evidence we have
obtained is sufficient and appropriate to provide a basis for our
opinion.
Key audit matters
Key audit matters are those matters that, in our professional
judgment, were of most significance in our audit of the
consolidated financial statements of the year ended 31 December 20
20 . These matters were addressed in the context of our audit of
the consolidated financial statements as a whole, and in forming
our opinion thereon, and we do not provide a separate opinion on
these matters. For each matter below, our description of how our
audit addressed the matter is provided in that context.
We have fulfilled the responsibilities described in the
Auditor's responsibilities for the audit of the consolidated
financial statements section of our report, including in relation
to these matters. Accordingly, our audit included the performance
of procedures designed to respond to our assessment of the risks of
material misstatement of the consolidated financial statements. The
results of our audit procedures, including the procedures performed
to address the matters below, provide the basis for our audit
opinion on the accompanying consolidated financial statements.
Description of key audit matter Description of auditor's
response
Revenue Revenues which amounted to USD In 2020 in order to gain
recognition 54.8 million in 2020 are significant the required level of
to the consolidated financial assurance, we performed
statements based on their quantitative substantive audit procedures
materiality. As such, there is relating to the recognition
inherent risk that revenues may and recording of revenues,
be improperly recognised, inflated including tests of reconciliations
or misstated. from underlying data
to the financial accounts.
Recognition of revenues in the IT audit specialists
accounts of the Group is a highly were deployed to assist
automated process. The Group is in understanding the
heavily reliant on the reliability design and operation
and continuity of its in-house of the relevant IT systems
IT platform to support automated and in performing various
data processing in its recognition data analyses in order
and recording of revenues. to test completeness,
accuracy and timing of
the recognition of revenues.
We also evaluated the
adequacy of the disclosures
provided in relation
to revenues in Notes
2 and 16 to the consolidated
financial statements.
----------------------------------------- ------------------------------------
Domains As of 31 December 2020, the total Our audit procedures
and Websites net carrying amount of domains included, among others,
and other and websites with indefinite useful evaluating the assumptions
intangible life and other intangible assets and methodologies used
assets was approximately USD 63.8 million. by the Group. In particular,
- impairment In accordance with IFRS as adopted we tested the Group's
test by the European Union, the Group determination of the
is required to annually test these recoverability of these
assets for impairment. As a result assets by reviewing management's
of the impairment test the Group forecasts of revenues
recorded in 2020 an impairment and profitability. We
loss for the amount of USD 955 assessed the reliability
thousand, which is included in of these forecasts through,
the statement of profit or loss. among others, a review
of actual performance
against previous forecasts.
We evaluated and tested
the discount rates and
attribution of expenses,
and we considered the
reasonableness of management's
other assumptions. We
also verified the adequacy
of the disclosure of
the assumptions and other
data in Note 7 to the
consolidated financial
statements.
----------------------------------------- ------------------------------------
Taxation The Group's operations are subject We included in our team
to income tax in various jurisdictions. tax specialists to analyse
Taxation is significant to our and evaluate the assumptions
audit because the assessment process used to determine tax
is complex and judgmental and provisions. We evaluated
the amounts involved are material and tested the underlying
to the consolidated financial support, such as transfer
statements as a whole. price studies, for the
calculation of income
taxes in the various
jurisdictions. We also
assessed the adequacy
of the Group's disclosures
in Note 14 to the consolidated
financial statements.
----------------------------------------- ------------------------------------
Other information included in the Group's 2020 Annual Report
Other information consists of the information included in the
Group's 20 20 Annual Report other than the consolidated financial
statements and our auditor's report thereon. Management is
responsible for the other information. The Group's 20 20 Annual
Report is expected to be made available to us after the date of
this auditor's report.
Our opinion on the consolidated financial statements does not
cover the other information and we will not express any form of
assurance conclusion thereon.
In connection with our audit of the consolidated financial
statements, our responsibility is to read the other information
identified above when it becomes available and, in doing so,
consider whether the other information is materially inconsistent
with the consolidated financial statements or our knowledge
obtained in the audit or otherwise appears to be materially
misstated.
Responsibilities of management and the board of directors for
the consolidated financial statements
Management is responsible for the preparation and fair
presentation of the consolidated financial statements in accordance
with IFRS as adopted by the European Union, and for such internal
control as management determines is necessary to enable the
preparation of consolidated financial statements that are free from
material misstatement, whether due to fraud or error.
In preparing the consolidated financial statements, management
is responsible for assessing the Group's ability to continue as a
going concern, disclosing, as applicable, matters related to going
concern and using the going concern basis of accounting unless
management either intends to liquidate the Group or to cease
operations, or has no realistic alternative but to do so.
The board of directors is responsible for overseeing the Group's
financial reporting process.
Auditor's responsibilities for the audit of the consolidated
financial statements
Our objectives are to obtain reasonable assurance about whether
the consolidated financial statements as a whole are free from
material misstatement, whether due to fraud or error, and to issue
an auditor's report that includes our opinion. Reasonable assurance
is a high level of assurance but is not a guarantee that an audit
conducted in accordance with ISAs will always detect a material
misstatement when it exists. Misstatements can arise from fraud or
error and are considered material if, individually or in the
aggregate, they could reasonably be expected to influence the
economic decisions of users taken on the basis of these
consolidated financial statements.
As part of an audit in accordance with ISAs, we exercise
professional judgment and maintain professional scepticism
throughout the audit. We also:
- Identify and assess the risks of material misstatement of the
consolidated financial statements, whether due to fraud or error,
design and perform audit procedures responsive to those risks, and
obtain audit evidence that is sufficient and appropriate to provide
a basis for our opinion. The risk of not detecting a material
misstatement resulting from fraud is higher than for one resulting
from error, as fraud may involve collusion, forgery, intentional
omissions, misrepresentations, or the override of internal
control.
- Obtain an understanding of internal control relevant to the
audit in order to design audit procedures that are appropriate in
the circumstances, but not for the purpose of expressing an opinion
on the effectiveness of the Group's internal control.
- Evaluate the appropriateness of accounting policies used and
the reasonableness of accounting estimates and related disclosures
made by management.
- Conclude on the appropriateness of management's use of the
going concern basis of accounting and, based on the audit evidence
obtained, whether a material uncertainty exists related to events
or conditions that may cast significant doubt on the Group's
ability to continue as a going concern. If we conclude that a
material uncertainty exists, we are required to draw attention in
our auditor's report to the related disclosures in the consolidated
financial statements or, if such disclosures are inadequate, to
modify our opinion. Our conclusions are based on the audit evidence
obtained up to the date of our auditors' report. However, future
events or conditions may cause the Group to cease to continue as a
going concern.
- Evaluate the overall presentation, structure and content of
the consolidated financial statements, including the disclosures,
and whether the consolidated financial statements represent the
underlying transactions and events in a manner that achieves fair
presentation.
- Obtain sufficient appropriate audit evidence regarding the
financial information of the entities or business activities within
the Group to express an opinion on the consolidated financial
statements. We are responsible for the direction, supervision and
performance of the Group audit. We remain solely responsible for
our audit opinion.
We communicate with the board of directors regarding, among
other matters, the planned scope and timing of the audit and
significant audit findings, including any significant deficiencies
in internal control that we identify during our audit.
We also provide the board of directors with a statement that we
have complied with relevant ethical requirements regarding
independence, and to communicate with them all relationships and
other matters that may reasonably be thought to bear on our
independence, and where applicable, actions taken to eliminate
threats or safeguards applied.
From the matters communicated with the board of directors, we
determine those matters that were of most significance in the audit
of the consolidated financial statements of the year ended 31
December 2020 and are therefore the key audit matters. We describe
these matters in our auditor's report unless law or regulation
precludes public disclosure about the matter or when, in extremely
rare circumstances, we determine that a matter should not be
communicated in our report because the adverse consequences of
doing so would reasonably be expected to outweigh the public
interest benefits of such communication.
Report on other legal and regulatory requirements
The consolidated financial statements have been prepared in
accordance with the requirements of the Companies (Jersey) Law
1991.
The partner in charge of the audit resulting in this independent
auditor's report is Eli Barda.
Tel-Aviv, Israel KOST FORER GABBAY & KASIERER
26 April 2021 A Member of Ernst & Young Global
CONSOLIDATED STATEMENTS OF FINANCIAL POSITION
31 December
------------------
2020 2019
--------- -------
Note USD in thousands
---- ------------------
ASSETS
CURRENT ASSETS:
Cash and cash equivalents 12,648 27,108
Short-term investments 4a 1,228 2,785
Trade receivables 5a 5,792 7,755
Other receivables 5b 5,578 4,522
Financial derivatives 11 - 222
--------- -------
25,246 42,392
--------- -------
NON-CURRENT ASSETS:
Long-term investments 4b 1,478 682
Property and equipment 6 1,072 9,431
Domains and websites 7 55,9 41 40,215
Other intangible assets 7 7,925 6,428
Other assets 497 278
--------- -------
66, 913 57,034
--------- -------
92,159 99,426
========= =======
The accompanying notes are an integral part of the consolidated
financial statements.
CONSOLIDATED STATEMENTS OF FINANCIAL POSITION
31 December
------------------
2020 2019
-------- --------
Note USD in thousands
---- ------------------
LIABILITIES AND EQUITY
CURRENT LIABILITIES:
Trade payables 2,000 3,028
Other liabilities and accounts payable 8 8,76 9 9,62 5
Income tax provision 14 11, 899 11,874
Financial derivatives 11 304 79
Current maturities of long-term bank
loans 9 - 1,465
Current maturities of lease liabilities 10 324 1 ,161
-------- --------
23 ,296 27,232
-------- --------
NON-CURRENT LIABILITIES:
Lease liability 10 366 8,067
Deferred taxes 14 1,2 43 516
Other long-term liabilities - 65
-------- --------
1,609 8,648
-------- --------
Total liabilities 24 ,905 35,880
-------- --------
EQUITY: 12
Share capital *) - *) -
Share premium 86,022 112,624
Capital reserve from share-based transactions 2,368 2,276
Capital reserve from transaction with
non-controlling interests (2,626) (2,445)
Treasury shares - (30,159)
(18, 510
A ccumulated deficit ) (19,041)
-------- --------
Equity attributable to equity holders
of the Company 67, 254 63,255
Non-controlling interests - 291
-------- --------
Total equity 67, 254 63,546
-------- --------
92 , 159 99,426
======== ========
*) Less than USD 1 thousand.
The accompanying notes are an integral part of the consolidated
financial statements.
26 April 2021
-------------------- --------------- --------------- ---------------
Date of approval Chris Bell Stuart Simms Iain Balchin
of the
financial statements Chairman of the Chief Executive Chief Financial
Board Officer Officer
of Directors
CONSOLIDATED STATEMENTS OF PROFIT OR LOSS
AND OTHER COMPREHENSIVE INCOME
Year ended
31 December
--------------------------
2020 2019
------------ ------------
USD in thousands
Note (except per share data)
---- --------------------------
Revenues 16 54,839 79,695
Cost of revenues 20,494 26,002
------------ ------------
Gross profit 34,345 53,693
------------ ------------
Research and development expenses 2,464 1,554
Sale and marketing expenses 4,202 4,579
General and administrative expenses 23, 330 21,214
------------ ------------
Operating expenses 29, 99 6 27,347
------------ ------------
Operating profit before impairment
and reorganisation costs 4,349 26,346
Impairment loss 7 9 55 81,350
Reorganisation costs 2a 2,481 1, 682
------------ ------------
Operating profit (loss) 913 (56,686)
------------ ------------
Finance expenses 834 1, 879
Finance income 695 835
------------ ------------
Finance expenses, net 139 1,044
------------ ------------
Other income, net 332 -
------------
Profit (loss) before taxes on income 1,1 0 6 (57,730)
Taxes on income 14 31 4 3, 188
------------ ------------
Profit (loss) from continuing operations 792 (60,918)
Income from discontinued operations,
net 15 - 2,217
------------ ------------
Profit (loss) and other comprehensive
loss 792 (58,701)
============ ============
Attributable to:
Equity holders of the Company 531 (59,474)
Non-controlling interests 261 773
------------ ------------
792 (58,701)
============ ============
Earnings per share attributable to
equity holders of the Company: 12e
Basic and diluted earnings (loss) per
share from continuing operation (in
USD) 0.003 (0.31)
============ ============
Basic and diluted earnings per share
from discontinued operation (in USD) - 0.01
============ ============
The accompanying notes are an integral part of the consolidated
financial statements.
CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY
Attributable to equity holders of the Company
---------------------------------------------------------------------------------
Capital
reserve
Capital from
reserve transactions
from with
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 2020 *) - 112,624 2,276 (2,445) (30,159) (19,041) 63,255 291 63,546
Net profit and
other
comprehensive
income - - - - - 531 531 261 792
Cancelation of
treasury shares - (30,159) - - 30,159 - - - -
Cost of
share-based
payment - - 92 - - - 92 - 92
Share capital issuance 3,557 - - - - 3,557 - 3,557
Acquisition of
non-controlling
interest - (181) - - (181) (291) (472)
Dividend to
non-controlling
interests - - - - - - - (261) (261)
--------- -------- ------------ --------------- -------- ----------- ------ --------------- ------
Balance as of 31
December 2020 *) - 86,022 2,368 (2,626) - (18,510) 67,254 - 67,254
========= ======== ============ =============== ======== =========== ====== =============== ======
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 16 6 , 16 6 ,
January 2019 *) - 112,224 2,590 (2,445) (468) 5 4 , 623 524 291 815
Net loss and
other
comprehensive
income - - - - - (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
========= ======= ============ =============== ======== ============ ======== =============== ========
*) Less than USD 1 thousand.
The accompanying notes are an integral part of the consolidated
financial statements.
CONSOLIDATED STATEMENTS OF CASH FLOWS
Year ended
31 December
-------------------
2020 2019
--------- --------
USD in thousands
-------------------
Cash flows from operating activities:
Net income (loss) 792 (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 7, 72 0 7,511
Impairment loss 9 55 81,350
Finance expense (income), net 824 1 , 976
Other income (1,122) -
Loss from discontinued operation - (1,811)
Cost of (income from) share-based payment 92 ( 218 )
Taxes on income 3 14 3, 228
Exchange differences on balances of cash and
cash equivalents (297) (661)
--------- --------
8,486 91,375
--------- --------
Changes in asset and liability items:
Decrease in trade receivables 1,963 6,465
Decrease (increase) in other receivables (340) 371
Decrease in trade payables (1,02 8 ) (2,239)
Increase (decrease) in other liabilities and
accounts payable (1,139) 4,482
Decrease in other long-term liabilities (65) (183)
--------- --------
( 6 0 9 ) 8 ,8 9 6
--------- --------
Cash received (paid) during the year for:
Interest paid (544) (752)
Interest received 99 101
Taxes paid (799) (2,859)
Taxes received 996 2,061
--------- --------
(248) (1,449)
--------- --------
Net cash provided by operating activities 8, 421 40 , 121
--------- --------
The accompanying notes are an integral part of the consolidated
financial statements.
CONSOLIDATED STATEMENTS OF CASH FLOWS
Year ended
31 December
------------------
2020 2019
-------- --------
USD in thousands
------------------
Cash flows from investing activities:
Purchase of property and equipment (319) (260)
Acquisition of and additions to domains, websites
and other intangible assets (12,842) (406)
Acquisition of and additions to technology (6,642) (8,447)
Loan to a third party (500) -
Proceeds from the sale of discontinued operation
(adjustments of proceeds) *) (270) 1,547
Short- term and long-term investments, net 91 1 281
-------- --------
(19, 662
Net cash used in investing activities ) (7,285)
-------- --------
Cash flows from financing activities:
Dividend paid to equity holders of the Company - (14,190)
Acquisition of treasury shares - (29,691)
Acquisition of non-controlling interest (472) -
Dividend paid to non-controlling interests (261) (652)
Exercise of options - 270
Repayment of long and short-term liability (1,500) (5,500)
Repayment of lease liabilities (1,283) (1,253)
Net cash used in financing activities (3,516) (51,016)
-------- --------
Exchange differences on balances of cash and
cash equivalents 297 661
-------- --------
Decrease in cash and cash equivalents (14,460) (17,519)
Cash and cash equivalents at the beginning
of the year 27,108 44,627
-------- --------
Cash and cash equivalents at the end of the
year 12,648 27,108
======== ========
Significant non-cash transactions:
Acquisition of and additions to domains, websites
and other intangible
assets 3,557 -
Right-of-use asset recognised with corresponding
lease liability 6,819 10,550
*) 2019 - Net of cash balance of discontinued operation.
The accompanying notes are an integral part of the consolidated
financial statements.
NOTE 1:- GENERAL
a. General description of the Group and its operations :
The Group is a leading global digital performance publisher. The
Group attracts traffic from multiple online channels and directs
them to online businesses who, in turn, convert such traffic into
paying customers.
Online traffic is attracted by the Group's publications and are
then directed, by the Group, to its customers in return for mainly
a share of the revenue generated by such user, a fee generated per
user acquired, fixed fees or a hybrid of any of these models .
The Company is incorporated in Jersey and commenced its
operations in 2012.
Since March 2014, the Company's shares are traded on the London
Stock Exchange's Alternative Investment Market (AIM).
b. Definitions:
In these financial statements:
The Company - XLMedia PLC
The Group - The Company and its consolidated subsidiaries
Subsidiaries - Entities that are controlled (as defined
in IFRS 10) by the Company and whose accounts
are consolidated with those of the Company.
For a list of the main subsidiaries see Note
22.
Related parties - as defined in IAS 24
Dollar/USD - U.S. dollar
The spread of Coronavirus continues to have an impact on the
Group's operations. The Group has a well-balanced portfolio of
assets, however many sport events continue to be cancelled around
the world which has and will have a negative effect on the Group's
revenue.
A similar effect is expected in the Finance and Technology
units. It is expected that these decreases will be offset, at least
in part, by increases in other verticals, namely Casino and New
Business. 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 and future events there is
uncertainty regarding the total effect on the Group's
operations.
NOTE 2:- SIGNIFICANT ACCOUNTING POLICIES
The following accounting policies have been applied consistently
in the financial statements for all periods presented, unless
otherwise stated.
a. Basis of presentation of the consolidated financial statements:
These financial statements have been prepared in accordance with
International Financial Reporting Standards as adopted by the
European Union ("IFRS as adopted by the EU") and in accordance with
the requirements of the Companies (Jersey) Law 1991.
The financial statements have been prepared on a cost basis,
except for financial assets and liabilities (derivatives) that are
presented at fair value through profit or loss.
The Company has elected to present profit or loss items using
the function of expense method.
Classification of expenses in profit or loss:
Cost of revenues - includes mainly compensation of personnel,
media buying costs, affiliates network costs and websites promotion
and content.
Research and development and sale and marketing - includes
primarily compensation of personnel.
General and administrative - includes primarily compensation and
related costs of personnel, amortisation and depreciation expenses,
costs related to the Group's facilities and fees for professional
services.
Reorganisation costs - includes primarily termination benefits
to former key management personnel and various consulting fees.
b. Consolidated financial statements:
The consolidated financial statements comprise the financial
statements of companies that are controlled by the Company
(subsidiaries). Control is achieved when the Company is exposed, or
has rights, to variable returns from its involvement with the
investee and has the ability to affect those returns through its
power over the investee. Potential voting rights are considered
when assessing whether an entity has control. The consolidation of
the financial statements commences on the date on which control is
obtained and ends when such control ceases.
The financial statements of the Company and of the subsidiaries
are prepared as of the same dates and periods. The consolidated
financial statements are prepared using uniform accounting policies
by all companies in the Group. Significant intragroup balances and
transactions and gains or losses resulting from intragroup
transactions are eliminated in full in the consolidated financial
statements.
Non-controlling interests in subsidiaries represent the equity
in subsidiaries not attributable, directly or indirectly, to a
parent. Non-controlling interests are presented in equity
separately from the equity attributable to the equity holders of
the Company. Profit or loss and components of other comprehensive
income are attributed to the Company and to non-controlling
interests. Losses are attributed to non-controlling interests even
if they result in a negative balance of non-controlling interests
in the consolidated statement of financial position.
A change in the ownership interest of a subsidiary without a
change of control is accounted for as an equity transaction in
accordance with IFRS 10.
c. Business combinations and goodwill:
Business combinations are accounted for by applying the
acquisition method. The cost of the acquisition is measured at the
fair value of the consideration transferred on the date of
acquisition with the addition of non-controlling interests in the
acquiree. In each business combination, the Company chooses whether
to measure the non-controlling interests in the acquiree based on
their fair value on the date of acquisition or at their
proportionate share in the fair value of the acquiree's net
identifiable assets.
Direct acquisition costs are expensed as incurred.
Contingent consideration is recognised at fair value on the
acquisition date and classified as a financial asset or liability
in accordance with IFRS 9. Subsequent changes in the fair value of
the contingent consideration are recognised in profit or loss. If
the contingent consideration is classified as an equity instrument,
it is measured at fair value on the acquisition date without
subsequent remeasurement.
Goodwill is initially measured at cost, which represents the
excess of the acquisition consideration and the amount of
non-controlling interests over the net identifiable assets acquired
and liabilities assumed. If the resulting amount is negative, the
acquirer recognises the resulting gain on the acquisition date.
After initial recognition, goodwill is measured at cost less any
accumulated impairment losses. For purposes of evaluation of
impairment of goodwill, goodwill purchased in a business
combination is evaluated and attributed to the cash-generating
units to which it had been allocated.
d. Functional currency, presentation currency and foreign
currency:
1. Functional currency and presentation currency:
The functional and presentation currency of the Company and of
its subsidiaries is the U.S. dollar ("USD").
2. Transactions, assets and liabilities in foreign currency:
Transactions denominated in foreign currency are recorded upon
initial recognition at the exchange rate at the date of the
transaction. After initial recognition, monetary assets and
liabilities denominated in foreign currency are translated at the
end of each reporting period into the functional currency at the
exchange rate at that date. Exchange rate differences, other than
those capitalised to qualifying assets or recorded in equity in
hedges, are recognised in profit or loss. Non-monetary assets and
liabilities measured at cost in foreign currency are translated at
the exchange rate at the date of the transaction. Non-monetary
assets and liabilities denominated in foreign currency and measured
at fair value are translated into the functional currency using the
exchange rate prevailing at the date when the fair value was
determined.
e. Cash equivalents:
Cash equivalents are considered as highly liquid investments,
including unrestricted short-term bank deposits with an original
maturity of three months or less from the date of acquisition or
with a maturity of more than three months, but which are redeemable
on demand without penalty and which form part of the Group's cash
management.
f. Short-term and long-term deposits:
Short-term bank deposits are deposits with an original maturity
of more than three months from the date of investment and which do
not meet the definition of cash equivalents.Long-term deposits are
deposits with maturity of more than twelve months from the
reporting date. The deposits are presented according to their terms
of deposit.
g. Revenue recognition:
Revenue from contracts with customers is recognised when the
control over the services is transferred to the customer. The
transaction price is the amount of the consideration that is
expected to be received based on the contract terms.
Revenue from rendering of services:
Revenue from rendering of services is recognised over time,
during the period the customer simultaneously receives and consumes
the benefits provided by the Company's performance. The Company
charges its customers based on payment terms agreed upon in
specific agreements.
In determining the amount of revenue from contracts with
customers, the Group evaluates whether it is a principal or an
agent in the arrangement. The Group is principal when the Group
controls the promised services before transferring them to the
customer. In these circumstances, the Group recognises revenue for
the gross amount of the consideration. When the Group is an agent,
it recognises revenue for the net amount of the consideration,
after deducting the amount due to the principal.
h. Taxes on income:
Current or deferred taxes are recognised in profit or loss,
except to the extent that they relate to items which are recognised
in other comprehensive income or equity.
1. Current taxes:
The current tax liability is measured using the tax rates and
tax laws that have been enacted or substantively enacted by the
reporting date as well as adjustments required in connection with
the tax liability in respect of previous years.
2. Deferred taxes:
Deferred taxes are computed in respect of temporary differences
between the carrying amounts in the financial statements and the
amounts attributed for tax purposes.
Deferred taxes are measured at the tax rate that is expected to
apply when the asset is realised or the liability is settled, based
on tax laws that have been enacted or substantively enacted by the
reporting date.
Deferred tax assets are reviewed at each reporting date and
reduced to the extent that it is not probable that they will be
utilised. Deductible temporary differences for which deferred tax
assets had not been recognised are reviewed at each reporting date
and a respective deferred tax asset is recognised to the extent
that their utilisation is probable.
Taxes that would apply in the event of the disposal of
investments in investees have not been taken into account in
computing deferred taxes, as long as the disposal of the
investments in investees is not probable in the foreseeable future.
Also, deferred taxes that would apply in the event of distribution
of earnings by investees as dividends have not been taken into
account in computing deferred taxes, since the distribution of
dividends does not involve an additional tax liability or since it
is the Group's policy not to initiate distribution of dividends
from a subsidiary that would trigger an additional tax
liability.
Deferred taxes are offset if there is a legally enforceable
right to offset a current tax asset against a current tax liability
and the deferred taxes relate to the same taxpayer and the same
taxation authority.
i. Leases:
The Group accounts for a contract as a lease when the contract
terms convey the right to control the use of an identified asset
for a period of time in exchange for consideration.
1. Recognition of assets and liabilities:
For leases in which the Group is the lessee, the Group
recognises on the commencement date of the lease a right-of-use
asset and a lease liability, excluding leases whose term is up to
12 months and leases for which the underlying asset is of low
value. For these excluded leases, the Group has elected to
recognise the lease payments as an expense in profit or loss on a
straight-line basis over the lease term. In measuring the lease
liability, the Group has elected to apply the practical expedient
in the Standard and does not separate the lease components from the
non-lease components (such as management and maintenance services,
etc.) included in a single contract.
On the commencement date, the lease liability includes all
unpaid lease payments discounted at the interest rate implicit in
the lease, if that rate can be readily determined, or otherwise
using the Group's incremental borrowing rate. After the
commencement date, the Group measures the lease liability using the
effective interest rate method.
On the commencement date, the right-of-use asset is recognised
in an amount equal to the lease liability plus lease payments
already made on or before the commencement date and initial direct
costs incurred. The right-of-use asset is measured applying the
cost model and depreciated over the shorter of its useful life or
the lease term (see j below). The Group tests for impairment of the
right-of-use asset whenever there are indications of impairment
pursuant to the provisions of IAS 36.
2. Variable lease payments that depend on an index:
On the commencement date, the Group uses the index rate
prevailing on the commencement date to calculate the future lease
payments.
For leases in which the Group is the lessee, the aggregate
changes in future lease payments resulting from a change in the
index are discounted (without a change in the discount rate
applicable to the lease liability) and recorded as an adjustment of
the lease liability and the right-of-use asset, only when there is
a change in the cash flows resulting from the change in the index
(that is, when the adjustment to the lease payments takes
effect).
3. Lease extension and termination options:
A non-cancellable lease term includes both the periods covered
by an option to extend the lease when it is reasonably certain that
the extension option will be exercised and the periods covered by a
lease termination option when it is reasonably certain that the
termination option will not be exercised.
In the event of any change in the expected exercise of the lease
extension option or in the expected non-exercise of the lease
termination option, the Group remeasures the lease liability based
on the revised lease term using a revised discount rate as of the
date of the change in expectations. The total change is recognised
in the carrying amount of the right-of-use asset until it is
reduced to zero, and any further reductions are recognised in
profit or loss.
4. Lease modifications:
If a lease modification does not reduce the scope of the lease
and does not result in a separate lease, the Group remeasures the
lease liability based on the modified lease terms using a revised
discount rate as of the modification date and records the change in
the lease liability as an adjustment to the right-of-use asset.
If a lease modification reduces the scope of the lease, the
Group recognises a gain or loss arising from the partial or full
reduction of the carrying amount of the right-of-use asset and the
lease liability. The Group subsequently remeasures the carrying
amount of the lease liability according to the revised lease terms,
at the revised discount rate as of the modification date and
records the change in the lease liability as an adjustment to the
right-of-use asset.
j. Property and equipment:
Property and equipment are measured at cost, including directly
attributable costs, less accumulated depreciation.
Depreciation is calculated on a straight-line basis over the
useful life of the assets at annual rates as follows:
Mainly %
--------
Office furniture and equipment 10
Computers and peripheral equipment 33
Right of use leased assets and leasehold
improvement (over the lease term) 10 - 15
Right of use leased assets and leasehold improvements are
depreciated on a straight-line basis over the shorter of the lease
term (including any extension option held by the Group and intended
to be exercised) and the expected life of the asset.
The useful life, depreciation method and residual value of an
asset are reviewed at least each year-end and any changes are
accounted for prospectively as a change in accounting estimate.
Depreciation of an asset ceases at the earlier of the date that
the asset is classified as held for sale and the date that the
asset is derecognised. An asset is derecognised on disposal or when
no further economic benefits are expected from its use.
k. Intangible assets:
Separately acquired intangible assets are measured on initial
recognition at cost including directly attributable costs.
Intangible assets acquired in a business combination are measured
at fair value at the acquisition date. Expenditures relating to
internally generated intangible assets, excluding capitalised
development costs, are recognised in profit or loss when
incurred.
Intangible assets with a finite useful life are amortised over
their useful life and reviewed for impairment whenever there is an
indication that the asset may be impaired. The amortisation period
and the amortisation method for an intangible asset are reviewed at
least at each year end.
Intangible assets (domains and websites) with indefinite useful
lives are not systematically amortised and are tested for
impairment annually or whenever there is an indication that the
intangible asset may be impaired. Since the content of the domains
and websites is being updated on a current basis management
believes that these assets have indefinite useful lives. The useful
life of these assets is reviewed annually to determine whether
their indefinite life assessment continues to be supportable. If
the events and circumstances do not continue to support the
assessment, the change in the useful life assessment from
indefinite to finite is accounted for prospectively as a change in
accounting estimate and on that date the asset is tested for
impairment. Commencing from that date, the asset is amortised
systematically over its useful life.
Research and development expenditures:
Research expenditures are recognised in profit or loss when
incurred. An intangible asset arising from a development project or
from the development phase of an internal project is recognised if
the Group can demonstrate: the technical feasibility of completing
the intangible asset so that it will be available for use or sale;
the Company's intention to complete the intangible asset and use or
sell it; the Company's ability to use or sell the intangible asset;
how the intangible asset will generate future economic benefits;
the availability of adequate technical, financial and other
resources to complete the intangible asset; and the Company's
ability to measure reliably the expenditure attributable to the
intangible asset during its development.
The asset is measured at cost less any accumulated amortisation
and any accumulated impairment losses. Amortisation of the asset
begins when development is completed, and the asset is available
for use. The asset is amortised over its useful life. Testing of
impairment is performed annually over the period of the development
project.
Software:
The Group's assets include computer systems comprising hardware
and software. Software forming an integral part of the hardware to
the extent that the hardware cannot function without the programs
installed on it is classified as property and equipment. In
contrast, software that adds functionality to the hardware is
classified as an intangible asset.
Systems and software (purchased and in-house development cost)
are amortised on a straight-line basis over the useful life of
three years.
Non-competition and Agencies Relationships is amortised on a
straight-line basis over the agreement term (between 2 to 3
years).
l. Impairment of non-financial assets:
The Group evaluates the need to record an impairment of the
carrying amount of non-financial assets whenever events or changes
in circumstances indicate that the carrying amount is not
recoverable.
If the carrying amount of non-financial assets exceeds their
recoverable amount, the assets are reduced to their recoverable
amount. The recoverable amount is the higher of fair value less
costs of sale and value in use. In measuring value in use, the
expected future cash flows are discounted using a pre-tax discount
rate that reflects the risks specific to the asset. The recoverable
amount of an asset that does not generate independent cash flows is
determined for the cash-generating unit to which the asset belongs.
Impairment losses are recognised in profit or loss.
An impairment loss of an asset, other than goodwill, is reversed
only if there have been changes in the estimates used to determine
the asset's recoverable amount since the last impairment loss was
recognised. Reversal of an impairment loss, as above, shall not be
increased above the lower of the carrying amount that would have
been determined (net of depreciation or amortisation) had no
impairment loss been recognised for the asset in prior years, and
its recoverable amount. The reversal of impairment loss of an asset
presented at cost is recognised in profit or loss.
The following criteria are applied in assessing impairment of
these specific assets:
1. Goodwill:
The Company reviews goodwill for impairment once a year as of 31
December, or more frequently if events or changes in circumstances
indicate that there is need for such review.
Goodwill is tested for impairment by assessing the recoverable
amount of the cash-generating unit (or group of cash-generating
units) to which the goodwill has been allocated. An impairment loss
is recognised if the recoverable amount of the cash-generating unit
(or group of cash-generating units) to which goodwill has been
allocated is less than the carrying amount of the cash-generating
unit (or group of cash-generating units). Any impairment loss is
allocated first to goodwill. Impairment losses recognised for
goodwill cannot be reversed in subsequent periods.
2. Intangible assets with an indefinite useful life that are not
systematically amortised (domains and websites):
The impairment test is performed annually, on 31 December, or
more frequently if events or changes in circumstances indicate that
there is an impairment.
m. Financial instruments:
1. Financial assets:
Financial assets are measured upon initial recognition at fair
value plus transaction costs directly attributable to the
acquisition of the financial assets, except for financial assets
measured at fair value through profit or loss in respect of which
transaction costs are recorded in profit or loss.
The Company classifies and measures debt instruments in the
financial statements based on the following criteria:
- The Company's business model for managing financial assets; and
- The contractual cash flow terms of the financial asset.
a) Debt instruments are measured at amortised cost when:
The Company's business model is to hold the financial assets in
order to collect their contractual cash flows, and the contractual
terms of the financial asset give rise on specified dates to cash
flows that are solely payments of principal and interest on the
principal amount outstanding. After initial recognition, the
instruments in this category are measured according to their terms
at amortised cost using the effective interest rate method, less
any provision for impairment.
b) Financial assets held for trading:
Financial assets held for trading (derivatives) are measured
through profit or loss unless they are designated as effective
hedging instruments.
2. Impairment of financial assets:
The Company reviews at the end of each reporting period the
provision for loss of financial debt instruments which are measured
at amortised cost. The Company has short-term trade receivables in
respect of which the Company applies a simplified approach and
measures the loss allowance in an amount equal to the lifetime
expected credit losses.
An impairment loss on debt instruments measured at amortised
cost is recognised in profit or loss with a corresponding loss
allowance that is offset from the carrying amount of the financial
asset.
3. Derecognition of financial assets:
A financial asset is derecognised when the contractual rights to
the cash flows from the financial asset expire.
4. Financial liabilities:
a) Financial liabilities measured at amortised cost:
Financial liabilities are initially recognised at fair value
less transaction costs that are directly attributable to the issue
of the financial liability.
After initial recognition, the Company measures all financial
liabilities at amortised cost using the effective interest rate
method, except for:
- Financial liabilities at fair value through profit or loss such as derivatives;
- Contingent consideration recognised by the buyer in a business
combination within the scope of IFRS 3.
b) Financial liabilities measured at fair value through profit or loss:
At initial recognition, the Company measures financial
liabilities that are not measured at amortised cost at fair value.
Transaction costs are recognised in profit or loss.
After initial recognition, changes in fair value are recognised
in profit or loss.
5. Derecognition of financial liabilities:
A financial liability is derecognised only when it is
extinguished, that is when the obligation is discharged or
cancelled or expires.
n. Fair value measurement:
Fair value is the price to sell an asset or paid to transfer a
liability in an orderly transaction between market participants at
the measurement date.
Fair value measurement is based on the assumption that the
transaction will take place in the asset's or the liability's
principal market, or in the absence of a principal market, in the
most advantageous market.
The fair value of an asset or a liability is measured using the
assumptions that market participants would use when pricing the
asset or liability, assuming that market participants act in their
economic best interest.
The Group uses valuation techniques that are appropriate in the
circumstances and for which sufficient data are available to
measure fair value, maximising the use of relevant observable
inputs and minimising the use of unobservable inputs.
All assets and liabilities measured at fair value or for which
fair value is disclosed are categorised into levels within the fair
value hierarchy based on the lowest level input that is significant
to the entire fair value measurement:
Level - quoted prices (unadjusted) in active markets
1 for identical assets or liabilities.
Level - inputs other than quoted prices included within
2 Level 1 that are observable either directly or
indirectly.
Level - inputs that are not based on observable market
3 data (valuation techniques which use inputs that
are not based on observable market data).
o. Provisions:
A provision in accordance with IAS 37 is recognised when the
Group has a present obligation (legal or constructive) as a result
of a past event, it is probable that an outflow of resources
embodying economic benefits will be required to settle the
obligation and a reliable estimate can be made of the amount of the
obligation. When the Group expects part or all of the expense to be
reimbursed, for example under an insurance contract, the
reimbursement is recognised as a separate asset but only when the
reimbursement is virtually certain. The expense is recognised in
profit or loss net of the reimbursed amount.
p. Employee benefit liabilities:
The Group has several employee benefit plans:
1. Short-term employee benefits:
Short-term employee benefits include salaries, paid annual
leave, paid sick leave, recreation and social security
contributions and are recognised as expenses as the services are
rendered. A liability in respect of a cash bonus or a
profit-sharing plan is recognised when the Group has a legal or
constructive obligation to make such payment as a result of past
service rendered by an employee and a reliable estimate of the
amount can be made.
2. Post-employment benefits:
The plans are financed by contributions to insurance companies
or pension funds and classified as defined contribution plans.
The Israeli subsidiaries of the Group have defined contribution
plans pursuant to Section 14 to the Severance Pay Law under which
the subsidiary pays fixed contributions and will have no legal or
constructive obligation to pay further contributions if the fund
does not hold sufficient amounts to pay all employee benefits
relating to employee service in the current and prior periods.
Contributions to the defined contribution plan in respect of
severance or retirement pay are recognised as an expense when
contributed concurrently with performance of the employee's
services.
q. Share-based payment transactions:
The Group's employees and officers are entitled to remuneration
in the form of equity-settled share-based payment transactions.
Equity-settled transactions:
The cost of equity-settled transactions with employees and
officers is measured at the fair value of the equity instruments
granted at grant date. The fair value is determined using an
acceptable option pricing model - additional details are given in
Note 13.
In estimating fair value, the vesting conditions (consisting of
service conditions and performance conditions other than market
conditions) are not taken into account.
The cost of equity-settled transactions is recognised in profit
or loss together with a corresponding increase in equity during the
period which the performance is to be satisfied ending on the date
on which the relevant employees or officers become entitled to the
award ("the vesting period"). The cumulative expense recognised for
equity-settled transactions at the end of each reporting period
until the vesting date reflects the extent to which the vesting
period has expired and the Group's best estimate of the number of
equity instruments that will ultimately vest. No expense is
recognised for awards that do not ultimately vest, except for
awards where vesting is conditional upon a market condition, which
are treated as vesting irrespective of whether the market condition
is satisfied, provided that all other vesting conditions (service
and/or performance) are satisfied.
r. Discontinued operations:
A discontinued operation is a component of the Company that
either has been disposed of or is classified as held for sale. The
operating results relating to the discontinued operation (including
comparative data) are presented separately in profit or loss, net
of the tax effect.
s. Earnings (loss) per share:
Earnings per share are calculated by dividing the net income
(loss) attributable to equity holders of the Company by the
weighted average number of Ordinary Shares outstanding during the
period. The Company's share of earnings of investees is included
based on the earnings per share of the investees multiplied by the
number of shares held by the Company. If the number of Ordinary
Shares outstanding increases as a result of a capitalisation, bonus
issue, or share split, the calculation of earnings per share for
all periods presented are adjusted retrospectively.
Potential Ordinary shares are included in the computation of
diluted earnings per share when their conversion decreases earnings
per share from continuing operations. Potential Ordinary shares
that are converted during the period are included in diluted
earnings per share only until the conversion date and from that
date in basic earnings per share.
t. Changes in accounting policies - initial application of new
financial reporting and accounting standards and 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 meet the definition of
a "business", an acquired set of activities and assets must
include, at a minimum, an input and a substantive process that
together significantly contribute to the ability to create output.
The Amendment also clarifies that a business can exist without
including all of the inputs and processes necessary to create
outputs. The Amendment includes an optional concentration test that
permits a simplified assessment of whether an acquired set of
activities and assets is not a business, with no need for other
assessments.
The Amendment is to be applied to business combinations and
asset acquisitions for which the acquisition date is on or after
January 1, 2020.
The initial application of the Amendment did not have a material
effect on the Company's financial statements but it may have an
effect on the assessment of the definition of a "business" for
acquisitions completed after January 1, 2020.
NOTE 3:- SIGNIFICANT ACCOUNTING JUDGMENTS, ESTIMATES AND
ASSUMPTIONS USED IN THE PREPARATION OF THE FINANCIAL STATEMENTS
Estimations and assumptions:
The preparation of the financial statements requires management
to make estimates and assumptions that have an effect on the
application of the accounting policies and on the reported amounts
of assets, liabilities, revenues and expenses. Changes in
accounting estimates are reported in the period of the change in
estimate.
The key assumptions made in the financial statements concerning
uncertainties at the end of the reporting period and the critical
estimates computed by the Group that may result in a material
adjustment to the carrying amounts of assets and liabilities within
the next financial year are discussed below.
- Impairment of domains and websites:
The Group reviews domains and websites for impairment at least
once a year. This requires management to make an estimate of the
projected future cash flows from the continuing use of the
cash-generating units to which the assets are allocated and also to
choose a suitable discount rate for those cash flows. See also Note
7.
- Income taxes:
The Group is subject to income tax in various jurisdictions and
judgment is required in determining the provision for income taxes.
During the ordinary course of business, there are transactions and
calculations for which the ultimate tax determination may be
uncertain. The Group recognises tax liabilities based on
assumptions supported by, among others, transfer price studies. The
Group believes that its accruals for tax liabilities are adequate
for all open audit years based on its assessment of many factors
including past experience and interpretations of tax law. See also
Note 14.
NOTE 4:- SHORT-TERM AND LONG- TERM INVESTMENTS
Annual
interest 31 December
------------------
rate (1) 2020 2019
-------- -------- --------
% USD in thousands
-------- ------------------
a. Short-term investments:
Short-term bank deposits
(2):
Held in USD 0.01 850 1,308
Held in NIS 0.01 373 1,470
Held in EURO 5 7
-------- --------
1,228 2,785
======== ========
b. Long-term investments:
Bank deposits - held
in NIS (2) 0. 8 1,478 682
======== ========
(1) The above interest rates are the weighted average rates as of 31 December, 2020.
(2) Deposits for the amount of USD 2,706 thousand with fixed
liens recorded as security for credit card transactions in
connection with advertising campaigns and other online purchasing
over the internet as well as for financial derivative transactions
and bank guarantee provided in connection with a lease agreement on
property.
NOTE 5:- TRADE AND OTHER RECEIVABLES
a. Trade receivables:
31 December
------------------
2020 2019
-------- --------
USD in thousands
------------------
Open accounts 6,867 8,666
Less - allowance for doubtful
accounts 1,075 911
-------- --------
Trade receivables, net 5,792 7,755
======== ========
1. As of 31 December, 2020, the Group has no material amounts
that are past due and not impaired.
2. Doubtful accounts expenses included in general and
administrative expenses of USD 164 thousand (2019 - USD 211
thousand).
3. See Note 11b(2) on credit risk of trade receivables.
b. Other receivables:
31 December
------------------
2020 2019
-------- --------
USD in thousands
------------------
Prepaid expenses 2,721 2,391
Government authorities 2,357 2,012
Other receivables 500* 119
-------- --------
5,578 4,522
======== ========
* In December 2020, the Company lent USD 0.5 million to a third
party for a period of 12 months. The loan carries an interest rate
of 5%.
NOTE 6:- PROPERTY AND EQUIPMENT
Right of
Computers, use leased
furniture, assets
office -
equipment Leasehold offices
and others improvements (2) Total
----------- ------------- ----------- -------
USD in thousands
Cost:
Balance as of 1 January
2019 2,992 506 - 3,498
Initial application of
IFRS 16 - - 10,470 10,470
Acquisitions during the
year 208 52 47 307
Adjustments for indexation - - 33 33
Decreases during the year:
Discontinued operation
(1) (384) (20) - (404)
Termination of leases - - (879) (879)
Balance as of 31 December
2019 2,816 538 9,671 13,025
Additions (2) - - 472 472
Acquisitions during the
year 30 9 2 1 - 330
Adjustments for indexation - - (12) (12)
Decreases during the year:
Termination of leases
(2) - - (6,806) (6,806)
----------- ------------- ----------- -------
Balance as of 31 December
2020 3 ,125 559 3,325 7,009
----------- ------------- ----------- -------
Accumulated depreciation:
Balance as of 1 January
2019 1,992 210 - 2,202
Depreciation during the
year 337 59 1 ,402 1 ,798
Decreases during the year:
Discontinued operation
(1) (321) (10) - (331)
Termination of leases
(2) - - (75) (75)
Balance as of 31 December
2019 2,008 259 1,327 3,594
Depreciation during the
year 723 300 1,320 2,343
Balance as of 31 December
2020 2,731 559 2,647 5,937
----------- ------------- ----------- -------
Depreciated cost as of
31 December 20 20 394 - 678 1,072
=========== ============= =========== =======
Depreciated cost as of
31 December 201 9 8 08 279 8,344 9,431
=========== ============= =========== =======
(1) See Note 15.
(2) See Note 10.
NOTE 7:- INTANGIBLE ASSETS
a. Composition and movement:
Systems,
Domains Agencies software
Goodwill and websites Non-competition Relationships and other Total
-------- ------------- --------------- -------------- ---------- --------
USD in thousands
------------------------------------------------------------------------------
Cost:
Balance as of 1 January
2019 30,052 93,958 4,955 - 25,247 154,212
Acquisitions during
the year - 408 - - 1,342 1,75 0
Costs capitalised during
the year (in-house
development
cost) - - - - 7,105 7,105
Balance as of 31 December 163,06
2019 30,052 94,366 4,955 - 33,694 7
-------- ------------- --------------- -------------- ---------- --------
Acquisitions during
the year (1) - 16,68 1 - 232 1,472 18,385
Costs capitalised during
the year (in-house
development
cost) - - - - 5,170 5,170
-------- ------------- --------------- -------------- ---------- --------
Balance as of 31 December
2020 30,052 111,047 4,955 232 40,336 186,622
======== ============= =============== ============== ========== ========
Accumulated amortisation
and impairment:
Balance as of 1 January
2019 6,400 1,905 4,374 - 16,682 29,361
Amortisation during
the year - - 477 - 5,236 5,713
Impairment loss (2) 23,652 52,246 104 - 5,348 81,350
Balance as of 31 December
2019 30,052 54,151 4,955 - 27,266 116,424
-------- ------------- --------------- -------------- ---------- --------
Amortisation during
the year - - - 8 5,369 5,377
Impairment loss (2) - 955 - - - 955
-------- ------------- --------------- -------------- ---------- --------
Balance as of 31 December
2020 30,052 55,1 06 4,955 8 32, 635 122, 756
======== ============= =============== ============== ========== ========
Amortised cost as of
31 December 20 20 - 55,941 - 224 7,701 63,866
======== ============= =============== ============== ========== ========
Amortised cost as of
31 December 201 9 - 40,215 - - 6,428 46,643
======== ============= =============== ============== ========== ========
(1) Material acquisition during the year:
In December 2020, the Company acquired the domain of sports
gaming, and sports betting of CBWG Sports for a total consideration
of USD 12.5 million in cash (including USD 0.5 million acquisition
expenses) and issuance of 7,954,546 new Company's shares
representing an aggregate value of USD 3.5 million. As well as
potential future contingent consideration of up to an additional
USD 9.5 million in cash, based on net revenue performance of the
acquired assets, payable over three years up to the end of 2023.
The Company accounted for this acquisition as an asset acquisition
since substantially all of the fair value of the gross assets
acquired is concentrated in a group of similar identifiable
assets.
(2) See b below.
b. Additional information on impairment:
In January 2020, 107 of the Group's sites were demoted in search
results by Google, of which 23 were premium sites. The demotion of
the sites had a material impact on the Group's future revenues.
Based on the value in use of the Publishing operations of the
Group performed by an independent valuation specialist, the
carrying amount of the goodwill was written down to nil in 2019.
The remaining amount of the impairment loss was allocated to the
other intangible assets based on their relative carrying
amounts.
The Company recorded an impairment loss for the amount of USD
955 thousands (2019- USD 81,350 thousands) , which is included in
the statement of profit or loss.
The pre-tax discount rate applied to the cash flow projection is
14.5% (2019 - 15.5%). The projected cash flows are estimated using
mainly fixed growth rate of 4.5% for the years 2022-2025 and
terminal growth rate of 3% (2019 - 3%).
The key assumptions used in calculating the value in use:
Revenues and operational profit - the revenues and the profit
rate assumptions are based on management expectations and forecasts
for the coming year and the management's forecasted cash flows for
the following three years. These forecasts included an evaluation
of those specific sites that suffered a demotion or other factors
which could adversely affect revenues and profitability.
Discount rate - the discount rate reflects management's
assumptions regarding the Group's specific risk premium.
Growth rate - the growth rate applied for the period beyond the
four-year forecasted period is based on the long-term average
growth rate as customary in similar industries.
Sensitivity analyses of changes in assumptions:
With respect to the assumptions used in determining the value in
use, management believes that a significant change in key
assumptions, in particular, a decrease in forecasted revenues,
would result in a further impairment of the intangible assets.
NOTE 8:- OTHER LIABILITIES AND ACCOUNTS PAYABLE
31 December
------------------
2020 2019
-------- --------
USD in thousands
------------------
Employees and payroll accruals 4,221 5,073
Government authorities 990 724
Accrued expenses 3, 108 3, 043
Other liabilities 450 785
-------- --------
8,769 9,625
======== ========
NOTE 9:- LOANS FROM BANK
a. Loan term:
In December 2017, a subsidiary of the Company received a loan
from a bank for the amount of USD 5 million. The loan was repayable
in 24 equal instalments and carried an interest rate of USD Libor
+4.45%. The loan was repaid fully in 2019.
In June 2018, a subsidiary of the Company received a loan from a
bank for the amount of USD 6 million. The loan is repayable in 24
equal instalments and carries an interest rate of USD Libor +4.4%
(31 December, 2019 - 6.36 %). The loan was repaid fully on 30 June
2020.
b. Liens, see Note 17.
NOTE 10:- LEASE LIABILITIES
a. Composition:
31 December
------------------
2020 2019
-------- --------
USD in thousands
------------------
Lease liabilities 690 9,228
Less - current maturities 324 1,161
-------- --------
366 8,067
======== ========
Group companies (as lessee) have entered into commercial real
estate lease agreements. The leases include an exit point in
December 2020 (with extension option periods) with annual lease
fees of approximately USD 1.6 million .
The Group recorded fixed liens on bank deposit in connection
with these agreements (see Note 5).
In September 2019 the Company terminated, without penalty, a
lease of office space which was originally leased till 2028 with an
annual lease payment of USD 83 thousand. As a result, the Company
derecognised the right-of-use leased asset for the net amount of
USD 804 thousand and the related liability for the amount of USD
893 thousand.
In 2020, the Company decided not to exercise an option to renew
a lease, which renewal period was originally included in the
determination of the lease liabilities and corresponding
right-of-use assets in the 2019 consolidated financial statements.
Accordingly, the Company derecognised the lease liabilities by
approximately USD 7.9 million and the related right-of-use and
other assets by approximately USD 6.8 million. The impact on the
profit before taxes on income was of approximately USD 1.1 million
as other income.
In December 2020, the Company signed three new real estate lease
agreements. The leases's commencement dates are December 31, 2020,
January 1, 2021 and February 15, 2021. The impact for 2020 is an
increase in the Group's total assets and liabilities in the amount
of approximately USD 0.5 million. The expected impact on assets and
liabilities for 2021 is USD 8.3 million .
b. Information on leases in which the Company is a lessee:
31 December
------------------
2020 2019
-------- --------
USD in thousands
------------------
Depreciation expense for right-of-use
assets 1, 320 1,402
======== ========
Finance expense (including exchange
rate differences) for lease liability 512 1,310
======== ========
Total cash outflow for leases 1,6 35 1,697
======== ========
NOTE 11:- FINANCIAL INSTRUMENTS
a. Classification of financial assets and liabilities:
The financial assets and financial liabilities in the statement
of financial position are classified by groups of financial
instruments as follows:
31 December
------------------
2020 2019
-------- --------
USD in thousands
------------------
Financial assets:
Financial assets at fair value
through profit or loss:
Financial derivatives - 222
-------- --------
Financial assets measured at amortised
cost:
Cash and cash equivalents 12,648 27,108
Short-term and long-term investments 2,706 3,467
Trade receivables 5,792 7,755
Other receivables 500 25
-------- --------
Total financial assets measured
at amortised cost 21,646 38,355
-------- --------
Total financial assets 21,646 38,577
======== ========
Total current 20,168 37,895
======== ========
Total non-current 1,478 682
======== ========
Financial liabilities:
Financial assets at fair value
through profit or loss:
Financial derivatives 304 79
-------- --------
Financial liabilities measured
at amortised cost:
Trade payables 2,000 3,028
Other liabilities and account
payables 7,594 8,4 80
Lease liabilities 690 9,22 8
Bank loan - 1,465
-------- --------
Total financial liabilities measured
at amortised cost 10,284 22,201
-------- --------
Total financial liabilities 10,588 22,280
======== ========
Total current 10,223 14,213
======== ========
Total non-current 366 8,067
======== ========
b. Financial risks factors:
The Group's activities expose it to various financial risks.
1. Market risk - Foreign exchange risk:
A significant portion of the Group's revenues are received in
EURO. The Group also has revenues that are received in GBP. A
significant portion of the Israeli subsidiaries` expenses are paid
in New Israeli Shekels ("NIS"). Therefore, the Group is exposed to
fluctuations in the foreign exchange rates in EURO, GBP and NIS
against the USD.
The Company entered into forward contracts with the intention to
reduce the foreign exchange risk of forecasted cash flows. These
contracts are not designated as hedges for accounting purposes and
are measured at fair value through profit or loss.
For the year ended 31 December, 2020 the Group recorded foreign
exchange rate differences income , net for the amount of USD 318
thousand (net of gain on forward transactions, see below) (2019 -
expenses of USD 619 thousand).
The open positions as of 31 December, 2020 , all for period
until end of December 2021 :
Forward transactions for the sale of EURO in exchange for USD
totaling EURO 10.6 million (USD 12.8 million) .
Forward transactions for the sale of GBP in exchange for USD
totaling GBP 2.0 million (USD 2.7 million).
As of 31 December, 20 20 , the total fair value of the above
forward transactions amounted to USD 304 thousand in
liabilities.
2. Credit risk:
The Group usually extends 30-60 day term to its customers. The
Group regularly monitors the credit extended to its customers and
their general financial condition but does not require collateral
as security for these receivables.
The Group maintains cash and cash equivalents and short-term
investments and long-term investments in various financial
institutions. These financial institutions are located in the EU,
Israel and US.
3. Liquidity risk:
The table below summarises the maturity profile of the Group's
financial liabilities based on contractual undiscounted payments
(including interest payments):
31 December 2020
Less 2 to
than 1 to 3 3 to > 4
one year 2 years years 4 years years Total
--------- -------- ------ -------- ------ ------
USD in thousands
Trade payables 2,000 - - - - 2,000
Other liabilities
and account
payables 7, 594 - - - - 7,594
Financial
derivatives 304 - - - - 304
Lease liabilities 331 108 108 108 108 763
--------- -------- ------ -------- ------ ------
10,229 108 108 108 108 10,661
========= ======== ====== ======== ====== ======
31 December 2019
Less 2 to
than 1 to 3 3 to > 4
one year 2 years years 4 years years Total
--------- -------- ------ -------- ------ ------
USD in thousands
Trade payables 3,028 - - - - 3,028
Other liabilities
and account
payables 8,480 - - - - 8,480
Financial
derivatives 79 - - - - 79
Lease liabilities 1,586 1,650 1,650 1,676 4,629 11,191
Bank loan 1,465 - - - - 1,465
--------- -------- ------ -------- ------ ------
14,638 1,650 1,650 1,676 4,629 24,243
========= ======== ====== ======== ====== ======
c. Fair value:
The carrying amounts of the Group's financial assets and
liabilities approximate their fair value.
The fair value of financial derivatives is categorised within
level 2 of fair value hierarchy.
d. Sensitivity tests relating to changes in market factors:
31 December
------------------
2020 2019
---------- ------
USD in thousands
------------------
Sensitivity test to changes in
Euro to Dollar exchange rate:
Gain (loss) from the change:
Increase of 10% in exchange rate (890) (295)
Decrease of 10% in exchange rate 890 29 5
Sensitivity test to changes in
NIS to Dollar exchange rate:
Gain (loss) from the change:
Increase of 10% in exchange rate 2 66 299
Decrease of 10% in exchange rate (2 66 ) (299)
Sensitivity test to changes in
GBP to Dollar exchange rate:
Gain (loss) from the change:
Increase of 10% in exchange rate (170) (184)
Decrease of 10% in exchange rate 170 184
The sensitivity tests reflect effects of reasonably possible
changes in exchange rates on hedging position of the Group for the
above currencies as of the end of the year. As described in (b) 1
above, these contracts are intended to reduce the Group's exposure
to fluctuations in exchange rates on future revenues and expenses.
Therefore, although it is expected the above effects will be offset
by contra effects upon the recording of the revenues and expenses,
the timing of these effects may not coincide in the same reporting
period.
Sensitivity tests and principal assumptions:
The selected changes in the relevant risk variables were
determined based on management's estimate as to reasonable possible
changes in these risk variables.
The Group has performed sensitivity tests of principal market
risk factors that are liable to affect its reported operating
results or financial position. The sensitivity tests present the
effects (before tax) on profit or loss and equity in respect of
each financial instrument for the relevant risk variable chosen for
that instrument as of each reporting date.
The test of risk factors was determined based on the materiality
of the exposure of the operating results or financial condition of
each risk with reference to the functional currency and assuming
that all the other variables are constant.
The Group does not have significant exposure to interest rate
risk.
e. Changes in liabilities arising from financial activities:
Total liabilities
arising
Long term from financing
loans Leases liabilities activities
--------- ------------------ -----------------
USD in thousands
------------------------------------------------
Balance as of 1 January
2019 6,965 - 6,965
New finance lease obligation
recognised - 10,517 10,517
Cash flows (5,500) (1,697) (7,197)
Effect of changes in exchange
rate - 33 33
Termination of leases - (893) (893)
Other changes - 1,268 1,268
--------- ------------------ -----------------
Balance as of 31 December
2019 1,465 9,228 10,693
New finance lease obligation
recognised - 472 472
Cash flows (1,500) (1,635) (3,135)
Effect of changes in exchange
rate - (12) (12)
Termination of leases - (7,960) (7,960)
Other changes 35 597 632
--------- ------------------ -----------------
Balance as of 31 December
2020 - 690 690
========= ================== =================
NOTE 12:- EQUITY
a. Composition of share capital:
31 December 2020 31 December 2019
----------------------------- -----------------------------
Issued and Issued and
outstanding outstanding
Authorised *) Authorised *)
--------------- ------------ --------------- ------------
Number of shares
------------------------------------------------------------
Ordinary Shares
of USD 0.000001
par value 100,000,000,000 191,767,684 100,000,000,000 183,813,138
=============== ============ =============== ============
*) Net of treasury shares, see below.
In addition to the above issued shares, as of 31 December 20 20
, 3,315,521 Ordinary shares are held in trust to satisfy the
Company's share based payment plan.
b. Movement in share capital:
1. In 201 9 the Company issued 438 , 216 Ordinary shares upon
the exercise of options .
2. In December 2020 the Company issued 7,954,546 Ordinary shares
as part of the consideration of the websites acquisition in the
amount of approximately USD 3.5 million.
c. In 2018 the board of the Company had approved a buyback
programme (the "Programme") to buy back up to USD 10 million of the
Company's Ordinary shares (the "shares").
The Programme ran from 18 December, 2018 to the conclusion of
the 2019 annual general meeting of the Company. At the 2019 annual
general meeting another buyback programme was approved to buy back
up to additional USD 10 million of the Company's shares (the
Company has not purchased all the additional shares).
On 16 July, 2019 the Company ceased the buyback programme and
published a tender offer, which was accepted on 16 August, 2019. As
a result, the Company purchased 19,675,000 Shares at 80 pence per
share at a cost of USD 20,034 thousand including transaction
expenses. During 2019 the Company acquired 32,731,441 Shares at a
total cost of USD 29 , 691 thousand.
On 16 April, 2020 the Company resolved to cancel 33,223,743
shares currently held in treasury. Following the cancellation, the
Company does not hold any Ordinary Shares in treasury.
d. Dividends paid to equity holders of the Company:
Date Total amount Per share
---------------- --------------- ---------
USD in millions USD
--------------- ---------
5 April 2019 8.4 0.040
4 October 2019 5.8 0.031
e. Net earnings per share:
Details of the number of shares and income used in the
computation of earnings per share:
Year ended 31 December Year ended 31 December
2020 2019
--------------------------------- ------------------------------------------------
Net Net
income loss
from continuing from continuing
operating operating
attributable attributable
to equity to equity
Weighted holders Weighted holders Net income
number of the number of the from discontinued
of shares Company of shares Company operations
---------- ---------------- ---------- ---------------- ------------------
In USD in In
thousands thousands thousands USD in thousands
---------- ---------------- ---------- ------------------------------------
Number of shares
and income (loss)
for the computation
of basic net
earnings 184,271 792 198,396 (61,691) 2,217
Effect of potential
dilutive Ordinary
shares *) 98 - - - -
---------- ---------------- ---------- ---------------- ------------------
For the computation
of diluted net
earnings 184,369 792 198,396 (61,691) 2,217
========== ================ ========== ================ ==================
*) Options, see Note 13. In 2019 all options have been excluded
because their effect on loss per shar is antidilutive.
NOTE 13:- SHARE-BASED PAYMENT
The expense (income) recognised in the financial statements for
services received is shown in the following table:
Year ended
31 December
------------------
2020 2019
-------- --------
USD in thousands
------------------
Total expense (income) arising from
share-based payment transactions 92 (218)
======== ========
a. In August 2013 the Company adopted a Share Option Plan. In
December 2017 the Company adopted an additional plan. According to
the plans, the Company's Board of Directors are entitled to grant
certain employees, officers and other service providers (together
herein "employees") of the Group remuneration in the form of
equity-settled share-based payment transactions.
Pursuant to the plans, the Company's employees may be granted
options to purchase the Company's Ordinary shares. These options
may be exercised, subject to the continuance of engagement of such
employees with the Company, within a period of eight years from the
grant date, at an exercise price to be determined by the Company's
Board of Directors at the grant date.
All grants to Israeli employees were made in accordance with
Section 102 of the Income Tax Ordinance, capital-gains track (with
a trustee).
2020 grants:
In July 2020, the Company granted 3,982,848 restricted shares to
the Company's CFO and other key management personnel. The CFO's
restricted shares are subject to a three-year performance period
with vesting subject to a performance target comparing the average
net return achieved by the Company relative to the net return
achieved by the constituents of the FTSE AIM 100 during the
three-year period ending in July 2023, followed by a two-year
holding period. The other key management personnel's restricted
shares are subject to three years vesting period.
The following table specifies the inputs used for the fair value
measurement of the CFO's grant using the Monte Carlo
simulation:
Exercise price GBP (USD) -
Dividend yield (%) -
Expected volatility of the share
price (%) 67.49
Risk- free interest rate (GBP
curve) 0.21%
Expected life of share options
(years) 3
Share price GBP (USD) 0.23 ( 0.29 )
The total fair value of the restricted shares was calculated at
USD 251 thousand at the grant date (average of USD 0. 22 per
restricted share).
The total fair value of the other key management personnel's
restricted shares was calculated at USD 821 thousand at the grant
date (average of USD 0. 29 per restricted share equal to the share
price at the grant date).
2019 grants:
In March and November 2019, the Company granted 323,500 options
to employees exercisable to 323,500 Ordinary shares at an exercise
price subject to adjustment for dividends. The options vest over a
period of 4 years from the grant date and are exercisable for a
period of up to 8 years.
The following table specifies the inputs used for the fair value
measurement of the March and November 2019 granted using the
Black-Scholes option pricing model:
Exercise price GBP (USD) 0.6-0.63 , (0.84-.0.78)
Dividend yield (%) 0
Expected volatility of the share 50.67% ,52.94%
price (%)
Risk- free interest rate (GBP ,0.76% 0.53%
curve)
Expected life of share options
(years) 5.2
Share price GBP (USD) 0.56 ( 0.74 ),
0.69 (0.89)
The total fair value of the options granted was calculated at
USD 123 thousand at the grant date (average of USD 0.37 per
option).
In November 2019, the Company granted the Group's CEO 920,223
options exercisable to 920,223 Ordinary shares with nill exercise
price. The number of options granted was determined as 150% of the
CEO's annual remuneration divided by the share price at the grant
date. The vesting of the option is subject to a performance target
comparing the average net return achieved by the Company relative
to the net return achieved by the constituents of the FTSE AIM 100
during the three-year period ending in October 2022.
The following table specifies the inputs used for the fair value
measurement using the Monte Carlo simulation:
Exercise price GBP (USD) -
Dividend yield (%) -
Expected volatility of the share
price (%) 54.9
Risk- free interest rate (GBP
curve) 1.58%
Expected life of share options
(years) 3
Share price GBP (USD) 0.58 (0.75)
The performance target for 2020 was not achieved.
b. Movement during the year of share options:
2020 2019
----------------------- -----------------------
Weighted Weighted
average average
Number of exercise Number of exercise
options price options price
------------ --------- ------------ ---------
In thousands USD In thousands USD
------------ --------- ------------ ---------
Share options outstanding
at beginning of year 5,526 0.99 8,110 1.56
Granted - - 1,244 0.21
Forfeited (2,192) 1.48 (3,390) 2.24
Exercised - - (438) 0.69
------------ --------- ------------ ---------
Share options outstanding
at end of year 3,334 0.37 5,526 0.99
============ ========= ============ =========
Share options exercisable
at end of year 2,196 0.97 3,490 1.09
============ ========= ============ =========
c. Movement during the year of restricted shares unit :
2020
--------------------------------------
Number of restricted Weighted average
shares exercise price
-------------------- ----------------
In thousands USD
-------------------- ----------------
Restricted shares unit
outstanding at beginning
of year - -
Granted 3,983 -
Forfeited (917) -
Vested - -
-------------------- ----------------
Restricted shares unit
outstanding at end of
year 3,066 -
==================== ================
d. The weighted average remaining contractual life for the
options outstanding as of 31 December 20 20 was 6.7 years (201 9 -
5 years).
e. The range of exercise prices for options outstanding as of 31
December 20 20 was USD 0.6 7 - 1.83 (201 9 - USD 0.6 5 -2. 52
).
NOTE 14:- TAXES ON INCOME
a. Starting 2018 the Company was subject to Cyprus tax at the
standard corporate income tax rate of 12.5%.
During 2020 the tax residency of the Company moved to UK and
since then is subject to UK tax at the standard corporate income
tax rate of 19%.
b. Tax law applicable to the Company's Israeli subsidiaries is
the Israeli tax law- Income Tax Ordinance (New Version) 1961.
- The Israeli corporate income tax rate was 23% in 2020 and 2019.
- Amendments to the Law for the Encouragement of Capital Investments, 1959:
According to Amendment 71 to the Law, the tax rate for certain
preferred enterprises is reduced to a flat tax rate of 16%.
The Amendment also prescribes that any dividends distributed to
individuals or foreign residents from the preferred enterprise's
earnings as above will be subject to withholding tax at a rate of
20%.
- Amendment 73 to the Law also prescribes special tax tracks for
technological enterprises, which became effective in 2017, as
follows:
Technological preferred enterprise - an enterprise for which
total consolidated revenues of its parent company and all
subsidiaries are less than NIS 10 billion. A technological
preferred enterprise, as defined in the Law, which is located in
the center of Israel will be subject to tax at a rate of 12% on
profits deriving from intellectual property.
Any dividends distributed to "foreign companies", as defined in
the Law, deriving from income from the technological enterprises
will be subject to a withholding tax at a rate of 4%.
The above amendments apply for one of the Group's
subsidiaries.
c. The applicable U.S. federal statutory income tax rate for the
Company's subsidiary for 2020 is 21% (2019 - same). In addition,
state and city taxes are applicable.
d. Final tax assessments:
In 2017 two subsidiaries in Israel reached a final tax
assessment agreement with the Income Tax Authorities in Israel for
the years 2012 - 2015.
e. Losses carried forward for tax purposes:
As of 31 December 2020, carry-forward capital tax losses of the
Company total approximately USD 5.9 million. The tax benefit in
respect of losses has not been recorded in the financial statements
due to the uncertainty of their utilisation.
f. Taxes on income included in profit or loss:
Year ended
31 December
------------------
2020 2019
------ ----------
USD in thousands
------------------
Current taxes 22 5 3 , 991
Deferred taxes 72 7 615
Taxes in respect of previous years (638) ( 1,418 )
------ ----------
Total 314 3, 188
====== ==========
g. Theoretical tax:
The reconciliation between the tax expense, assuming that all
the income and expenses were taxed at the statutory tax rate for
the UK (2020) and Cyprus (2019) and the taxes on income recorded in
profit or loss is as follows:
Year ended
31 December
------------------
2020 2019
------- ---------
USD in thousands
------------------
Profit (loss) from continuing
operation before taxes on income 1,106 (57,730)
======= =========
Statutory tax rate 19% 12.5%
======= =========
Tax computed at the statutory
tax rate 210 (7,216)
Adjustment due to the difference
between the Company's statutory
tax rate and tax rates applicable
to the subsidiaries (262) 24
Non-deductible expenses for tax
purposes (279) 10,246
Tax benefit of net additional
deduction (408) (1,527)
Taxes in respect of previous years 33 (1,418)
Increase in unrecognised tax losses
in the year 845 -
Unrecognised temporary differences
and others (383) 3,079
------- ---------
Total taxes 314 3,188
======= =========
h. Deferred taxes:
Composition:
Statements of Statements of
financial position profit or loss
--------------------- -----------------
Year ended
31 December 31 December
--------------------- -----------------
2020 2019 2020 2019
------------ ------- -------- -------
USD in thousands
----------------------------------------
Deferred tax liabilities:
Domains and websites 77 2 608 16 4 387
Other intangible assets 6 39 173 466 173
Property and equipment - - - (6)
------------ ------- -------- -------
1,4 11 781
------------ -------
Deferred tax assets:
Property and equipment 12 8 (4) (8)
Lease liability 7 122 115 (122)
Other intangible assets - - - 213
Allowance for doubtful
account - 7 7 8
Employee benefits 1 49 128 (2 1 ) ( 30 )
------------ ------- -------- -------
168 265
------------ -------
Deferred tax expenses 72 7 615
======== =======
Deferred tax liabilities,
net 1, 243 516
============ =======
The deferred taxes are computed at the tax rates of 12% based on
the tax rates that are expected to apply upon realisation.
NOTE 15:- DISCONTINUED OPERATIONS
a. 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. Under the terms of the agreement
Mobile paid the inter-company balances to the Group on completion.
The gain derived from the sale is USD 1,8 million .
b. Below is data of the operating results attributed to the discontinued operation:
Year ended
31 December
------------------
2020 2019
-------- --------
USD in thousands
------------------
Revenues from sales - 9,752
Cost of sales - 7,733
-------- --------
Gross profit - 2,019
-------- --------
Sale, general and administrative
expenses and research and development
expenses - 1,610
-------- --------
Operating income - 409
Financial income, net - 37
Gain from sale of discontinued
operation - 1,811
Income before taxes on income
from discontinued operation - 2,257
Taxes on income on discontinued
operation - 40
-------- --------
Income from discontinued operation,
net - 2,217
======== ========
c. Below is data of the net cash flows provided by (used in) the discontinued operation:
Year ended
31 December
------------------
2020 2019
-------- --------
USD in thousands
------------------
Operating activities - 1,109
======== ========
Investing activities (270) 80
======== ========
NOTE 16:- 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 as 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 100 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 user
location:
Year ended
31 December
------------------
2020 2019
-------- --------
USD in thousands
------------------
Scandinavia 21,387 34,667
Other European countries 15,473 21,458
North America 11,514 16,162
Asia 35 224
Oceania 941 1,375
Other countries 61 104
-------- --------
Total revenues from identified
locations 49,411 73,990
Revenues from unidentified locations 5,428 5,705
-------- --------
Total revenues 54,839 79,695
======== ========
NOTE 17:- LIENS
In 2019, as collateral for subsidiary's bank loans, fixed
charges have been placed on the subsidiary's share capital and
goodwill and floating charges on the subsidiary's assets.
NOTE 18:- BALANCES AND TRANSACTIONS WITH RELATED PARTIES
Year ended
31 December
------------------
2020 2019
-------- --------
USD in thousands
------------------
a. Balances:
Current liabilities:
Management fees and other short-term
payables 499 785
Non-current liability - 3
-------- --------
499 788
======== ========
Benefits to key management personnel:
b. *)
Short-term benefits 1,808 1,749
Termination benefits - 739
Cost (income) of share-based payments 41 (205)
-------- --------
1,849 2,283
======== ========
*) Including directors.
NOTE 19:- POST-EMPLOYMENT BENEFITS
The post-employment employee benefits are financed by
contributions classified as defined contribution plans.
Year ended
31 December
------------------
2020 2019
-------- --------
USD in thousands
------------------
Expenses in respect of defined contribution
plans *) 1,867 1,739
======== ========
*) Including discontinued operation for the amount of USD 95 thousand for 2019.
NOTE 20:- SUPPLEMENTARY INFORMATION TO THE STATEMENTS OF PROFIT
OR LOSS
Year ended
31 December
------------------
2020 2019
-------- --------
USD in thousands
------------------
Employee benefit expenses are included
in: (1) (2)
Cost of revenues 9,921 11,980
Research and development before capitalisation 7,736 8,828
Sale and marketing 3,993 5,027
General and administrative 7,875 6,229
Reorganisation costs 982 918
-------- --------
30,507 32,982
======== ========
(1) Includes cost of share based payment.
(2) Including discontinued operation for the amount of USD 1,750 thousand for 2019.
NOTE 21:- SUBSEQUENT EVENTS
a. In March 2021, the Company announced that it acquired the
business activity and assets of Sports Betting Dime ("SBD") for a
total consideration of USD 24.7 million made up of: USD 11 million
initial cash consideration paid upon completion, USD 10 million
deferred consideration payable on the first anniversary and USD 3.7
million deferred consideration payable after 18 months.
b. In March and April 2021, the Company also raised gross
proceeds of USD 37.4 million by means of a placing, a direct
subscription with the Company and an Open Offer and has thus issued
and allotted 67.5 million new shares. The amount of transaction
costs is approximately USD 1.5 million.
NOTE 22:- LIST OF MAIN SUBSIDIARIES
2020 2019
------------------------ ------------------------
Shares Shares Shares Shares
conferring conferring conferring conferring
voting rights voting rights
rights to profits rights to profits
----------- ----------- ----------- -----------
%
--------------------------------------------------
XLMedia Finance Limited 100 100 100 100
XLMedia Publishing Limited 100 100 100 100
Webpals Holdings Ltd 100 100 100 100
Webpals Systems S.C Ltd 100 100 100 100
Marmar Media Ltd 100 100 100 100
Webpals, Inc. 100 100 100 100
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END
FR FLFFTSTIRFIL
(END) Dow Jones Newswires
April 27, 2021 02:00 ET (06:00 GMT)
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