DocuSign Envelope ID: 9C117EB0-D088-479F-9976-D4976DE4EC00

XLMEDIA PLC. AND ITS SUBSIDIARIES

INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

AS OF 30 JUNE 2021

US DOLLARS IN THOUSANDS

INDEX

Page

Report on Review of Interim Condensed Consolidated Financial Statements

2

Consolidated Statements of Financial Position

3-4

Consolidated Statements of Profit or Loss and Other Comprehensive Income

5

Consolidated Statements of Changes in Equity

6-7

Consolidated Statements of Cash Flows

8

- 9

Notes to the Interim Condensed Consolidated Financial Statements

10

- 15

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

DocuSign Envelope ID: 9C117EB0-D088-479F-9976-D4976DE4EC00

Kost Forer Gabbay & Kasierer

Tel: +972-3-6232525

144 Menachem Begin Road, Building A,

Fax: +972-3-5622555

Tel-Aviv 6492102, Israel

ey.com

Report on review of interim financial information

The Board of Directors

XLMedia PLC.

Introduction

We have reviewed the accompanying consolidated interim financial statements of XLMedia PLC. and its subsidiaries ("the Group") as at 30 June 2021 which comprise the interim consolidated statement of financial position as at 30 June 2021 and the related interim consolidated statements of profit or loss and other comprehensive income, changes in equity and cash flows for the six-month period then ended, and a summary of significant accounting policies and other explanatory notes. Management is responsible for the preparation and presentation of this interim financial information in accordance with IAS 34, "Interim Financial Reporting" ("IAS 34") as adopted by the European Union. Our responsibility is to express a conclusion on this interim financial information based on our review.

Scope of review

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

Conclusion

Based on our review, nothing has come to our attention that causes us to believe that the accompanying interim consolidated financial statements do not present fairly, in all material respects the financial position of the Group as at 30 June 2021, and of its financial performance and its cash flows for the six-month period then ended in accordance with IAS 34 as adopted by the European Union.

Tel-Aviv, Israel

KOST FORER GABBAY & KASIERER

22 September 2021

A Member of Ernst & Young Global

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DocuSign Envelope ID: 9C117EB0-D088-479F-9976-D4976DE4EC00

XLMEDIA PLC. AND ITS SUBSIDIARIES

CONSOLIDATED STATEMENTS OF FINANCIAL POSITION

30 June

31 December

2021

2020

Unaudited

Audited

$ in thousands

ASSETS

CURRENT ASSETS:

Cash and cash equivalents

36,061

12,648

Short-term deposits

870

1,228

Trade receivables

5,536

5,792

Other receivables

5,943

5,578

Financial derivatives

158

-

48,568

25,246

NON-CURRENT ASSETS:

Long-term deposits

1,525

1,478

Property and equipment

6,914

1,072

Domains and websites

81,292

55,941

Other intangible assets

9,410

7,925

Other assets

371

497

99,512

66,913

148,080

92,159

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

- 3 -

DocuSign Envelope ID: 9C117EB0-D088-479F-9976-D4976DE4EC00

XLMEDIA PLC. AND ITS SUBSIDIARIES

CONSOLIDATED STATEMENTS OF FINANCIAL POSITION

30 June

31 December

2021

2020

Unaudited

Audited

$ in thousands

LIABILITIES AND EQUITY

CURRENT LIABILITIES:

Trade payables

2,134

2,000

Deferred consideration payable

9,875

-

Other liabilities and accounts payable

9,914

8,769

Income tax provision

11,349

11,899

Financial derivatives

-

304

Current maturities of lease liabilities

1,366

324

34,638

23,296

NON-CURRENT LIABILITIES:

Lease liability

4,723

366

Deferred tax liabilities

1,607

1,243

Deferred consideration payable

3,614

-

9,944

1,609

Total liabilities

44,582

24,905

EQUITY

Share capital

*) -

*) -

Share premium

121,828

86,022

Capital reserve from share-based transactions

2,888

2,368

Capital reserve from non-controlling interests transaction

(2,626)

(2,626)

Accumulated deficit

(18,592)

(18,510)

Total equity

103,498

67,254

148,080

92,159

*)

Lower than $1 thousand.

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

22 September 2021

Date of approval of the

Chris Bell

Stuart Simms

Rowan Ellis

financial statements

Chairman of the Board of

Chief Executive Officer

Chief Financial Officer

Directors

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DocuSign Envelope ID: 9C117EB0-D088-479F-9976-D4976DE4EC00

XLMEDIA PLC. AND ITS SUBSIDIARIES

CONSOLIDATED STATEMENTS OF PROFIT OR LOSS AND OTHER COMPREHENSIVE INCOME

Six months ended

Year ended

30 June

31 December

2021

2020

2020

Unaudited

Audited

$ in thousands

(except per share data)

Revenues

32,218

27,715

54,839

Cost of revenues

13,958

11,106

20,494

Gross profit

18,260

16,609

34,345

Research and development expenses

1,197

1,156

2,464

Sale and marketing expenses

1,939

2,194

4,202

General and administrative expenses

15,697

(*)12,980

(*)25,810

18,833

16,330

32,476

Operating profit (loss) before impairment

(573)

279

1,869

Impairment loss

-

-

955

Operating profit (loss)

(573)

279

914

Finance expenses

(221)

(408)

834

Finance income

256

300

695

Finance income (expenses), net

35

(108)

(139)

Other income, net

99

-

332

Profit (loss) before taxes on income

(439)

171

1,107

Taxes on income (tax benefit)

(357)

72

315

Profit (loss) for the period

(82)

99

792

Total comprehensive income (loss), net of tax

(82)

99

792

Attributable to:

Equity holders of the Company

(82)

)169(

531

Non-controlling interests

-

268

261

(82)

99

792

Earnings per share attributable to equity holders of the

Company:

Basic and diluted earnings (loss) per share (in $)

**( -

**( -

**( -

*)

Reorganization costs in previous periods were reclassified as general and administrative expenses.

**)

Lower than $0.01.

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

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XLMedia plc published this content on 23 September 2021 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 23 September 2021 06:11:08 UTC.