MTMY.L Regulatory News (MTMY)

Matomy Media Group Ltd 2019 Results

18 March 2020

Matomy Media Group | 2019 Final Results 

Results for the year ended 31 December 2019 (Unaudited)

Matomy Media Group Ltd. (the "Company" or "Matomy"), announces its results for the year ended 31 December 2019. During 2019, the Company exited all of its operational activities.

Matomy's domain monetization activity (which was sold on 24 December 2019) recorded revenue of $74.0 million and Adjusted EBITDA of $12.3 million in 2019. 

Selected Domain Monetization Activity's Financial Data:

Matomy sold the mobile advertising platform Mobfox in November 2018, which is classified for accounting purposes as a "discontinued" activity and is excluded from 2018 results below. All other activities that were sold or otherwise closed are referred as "exited" activities and are included in operations and the chart below.

Matomy Non-GAAP Unaudited Financial Highlights:

 *Adjusted gross profit/margin

Adjusted gross profit is a non‑GAAP financial measure that Matomy defines as revenues less direct media costs, which are the direct costs associated with the purchase of digital media. These costs include: payments for digital media based on the revenues Matomy generated from its customers on a revenue‑sharing basis; payments for digital media on a non‑revenue‑sharing basis (CPC or CPM); and serving fees for third-party platforms. Adjusted gross margin in a non‑GAAP financial measure that Matomy defines as Adjusted gross profit divided by revenue.

Matomy believes that adjusted gross profit and adjusted gross margin are meaningful measures of operating performance because they are frequently used for internal management purposes.

**Adjusted EBITDA

Adjusted EBITDA is a non‑GAAP financial measure that Matomy defines as net income (loss) from continuing operations before taxes on income, financial expenses (income), net, bond issuance costs, equity losses of affiliated companies, net, depreciation and amortization, share-based compensation expenses (cash and non-cash) and exceptional items (as described below).

Business and operating highlights

· In December 2019, the Company sold its subsidiary, Team Internet AG ("Team Internet"), paid its debts to Rainmaker Investments GmbH ("Rainmaker") the minority shareholder in Team Internet, and in January 2020, the Company fully redeemed its Bond. For further details see Note 1b to the financial statements.

· Following the sale of Team Internet, as detailed above, Matomy further reduced its corporate team and brought its operational overhead to a bare minimum.

Ilan Tamir, Director and CFO of Matomy, said:

"We are glad to have brought Matomy to safe harbors. We were successful in selling Team Internet, which enabled us to redeem the bond, and pay off all of the Company's debts"

A copy of this announcement will be available on the Matomy website:

http://investors.matomy.com/rns.aspx.

About Matomy Media Group Ltd.

Matomy Media Group Ltd. (LSE: MTMY, TASE: MTMY.TA) was founded in 2006 with headquarters in Tel Aviv and offices in Germany, Matomy is dual-listed on the London and Tel Aviv Stock Exchanges.

For more information:

Ilan Tamir

ilan@matomy.com

+972-52-515-6464

Website: http://investors.matomy.com 

BOARD OF DIRECTOR'S STATEMENT

Introduction

2019 was a year of conflict resolution. During the year, Matomy conducted discussions with bondholders, Rainmaker and shareholders regarding steps to enable the company to move forward. Just before year-end, the Company was successful in resolving this conflict: sold all its shares in Team Internet, and after year end redeemed the Bonds, and fully repaid its debts to all stakeholders.

Operating Performance

In 2019, Matomy's domain monetization showed a slight increase in both revenue and EBITDA. However, due to Foreign Exchange fluctuations - revenues in group currency (USD) decreased: Revenue was $74.0 million in FY2019 showed a decrease of 2.1% (FY2018 $75.6 million).

Outlook

Matomy will consider its options and scout for new opportunities going forward.

Ilan Tamir

Director

OPERATIONAL REVIEW

Revenues by Media Channel

The following table sets out Matomy's revenues by business unit for the years ended 31 December 2019 and 2018, not including the discontinued Mobfox operations. Mobfox's performance in 2018 is detailed in the financial statements.

Domain monetization

Domain monetization revenues increased by €2.4 in operating currency (Euro), due to an increase in revenue from new customers during the year.

However, revenues in group currency (USD) decreased by $1.6 million, for the year ended 31 December 2019 compared to 2018 due to Foreign Exchange movements.

FINANCIAL REVIEW

GAAP Financial Highlights Including Exited Activities:

This excludes the discontinued Mobfox operations:

Revenue

As Matomy exited non-core activities revenues in 2019 decreased compared to 2018. 

Cost of revenues including exited activities and excluding the discontinued Mobfox operations:

Cost of revenues for the Group decreased by $12.8 million, or 18.3%, to $57.1 million (77.2% of total revenues) for the year ended 31 December 2019 from $69.9 million (78.7% of total revenues) last year.

Other cost of revenues, which includes allocated costs, server expenses and amortization of capitalized R&D and intangible assets, also decreased with the closure of activities.

Gross margin remained largely consistent, increased slightly by 1.5%.

Non GAAP Unaudited Operating expenses excluding exceptional items

Operating expenses (Non-GAAP) decreased by $5.5 million, or 34.2%, to $10.6 million (FY2018: $16.1 million). Operating expenses as a percentage of revenues were 14.3% (FY2018: 18.2%).

The decrease in operating expenses is mainly attributable to the sale of exited activities during 2018, which lowered general, administrative, sales and marketing costs. As a result of the sale of Team Internet in late 2019, this trend is expected to continue through the year 2020.

Financial expenses (income)

Net financial expenses, excluding bond issuance costs, increased by $19.0 million to $12.3 million expense for the year ended 31 December 2019 (FY2018: $6.7 million income). The increase is primarily due to financial expense recorded due to change in the fair value of the convertible bond.

Taxes on income

Taxes on income decreased by $2.2 to $1.5 million expense for the year ended 31 December 2019 (-7.8% of loss before taxes), compared to $3.7 million expense last year (-112.1%).

The effective corporate tax rate of (7.8%) in 2019 was mainly affected by lower taxable income for 2019 compared to 2018 and full valuation allowance on our current losses.

Amortization of intangible assets

Amortization expenses of continuing operations were $1.6 million in 2019 and $3.3 million in 2018 with total amortization expenses of $1.6 million in 2019 compared to $4.6 million in 2018. The decrease is a result of the sale of Mobfox activity in late 2018 and intangible assets being fully amortised or impaired in prior years.

Net loss

Net loss from continuing operations was $21.0 million in 2019 (2018: $6.9 million), and total net loss was $21.0 million (2018: $46.6 million).

Exceptional items

Matomy views the following items, which were recorded in profit and loss, either as expense or income, as exceptional items which are material to the financial statements and therefore has excluded them from non-GAAP measures:

· Impairments of intangible assets, goodwill and capitalized R&D amounting to $16.0 million in 2019 and $7.9 million in 2018.

· Earnout adjustments income of $0.4 million in 2018.

· Gain from sale of subsidiary of $2.6 million in 2019 and loss from sale of activities of $1.7 million in 2018.

· Restructuring costs relating to the exited and sold activities amounting to $1.9 million in 2018.

· One-off bonus of $1.0 million to Rainmaker in 2019.

Liquidity and cash flows

The following table sets out selected cash flow information for the years ended 31 December 2019 and 2018.

(A) Net cash provided by / used in operating activities

Matomy's net cash provided by operating activities was $3.7 million (FY2018: $14.5 million used in operations). In 2019, net cash provided by operating activities consisted of a net loss of $20.9 million decreased by $0.7 million relating to a net decrease in working capital and $23.9 million relating to noncash expenses. Noncash expenses were primarily goodwill impairment of $16 million, depreciation and amortization of $1.7 million, loss from fair value revaluation of the bond of $10.7 million, off-set in part by gain from sale of subsidiary of $2.6 million, and a decrease in deferred tax liability of $2.3 million.

In comparison, for the year ended 31 December 2018, net cash used in operating activities consisted of a net loss of $46.6 million increased by $5.8 million relating to a net increase in working capital and offset by $37.9 million relating to noncash expenses. Noncash expenses were primarily impairment of intangible assets, capitalized R&D and goodwill of $38.6 million, depreciation and amortization of $8.6 million and loss from disposal of property and equipment and loss from sale of activity of $2.7 million, off-set in part by fair value revaluation of the bond of $11.4 million and a decrease in deferred tax liability of $0.7 million.

Net changes in working capital in 2019 were mainly driven by a decrease of $7.0 million in trade payables and other liabilities, mainly attributable to the sale of Mobfox in late 2018, off set mainly by a decrease of $8.7 million in tax receivables as a result of tax refunds received during 2019.

Net changes in working capital in 2018 were mainly driven by a decrease of $22.7 million in trade receivables, which was offset by the effects of a decrease in trade payables ($17.8 million), and a decrease of $10.5 million in withholding tax receivable, employees and payroll accrual and accrued expenses and other liabilities. The decrease in both trade receivables and trade payables was mainly attributable to the sale and closure of the exited activity, and lower scale of activities in the mobile discontinued operation and the domain monetization activity.

(B) Net cash provided by investing activities

Net cash provided by investing activities was $25.2 million (FY2018: $3.2 million inflow). In 2019, net cash provided by investing activities primarily included $26.0 million from the sale of activities and subsidiary, off-set by $0.6 million capitalized investment in R&D, and $0.2 million investment in property and equipment and domains.

For the year ended 31 December 2018, net cash provided by investing activities primarily included $6.5 million from the sale of activity, off-set by $2.3 million capitalized investment in R&D and $1.1 million investment in domains.

(C) Net cash used in financing activities

Net cash used in financing activities was $5.6 million (FY2018 $7.9 million).

In 2019, net cash used in financing activities related to repayments of loans and credit lines.

In 2018, net cash used in financing activities related primarily to $29.9 million inflow due to the bond issuance, which was offset by $23.5 million of total payments to non-controlling interests and earnout payments and $14.3 million due to repayments of loans and credit lines

Goodwill

Goodwill represented the excess of the purchase price in a business combination over the fair value of the net tangible and intangible assets acquired. As of 31 December 2019, the Company no longer has a goodwill asset on its balance sheet.

Matomy's goodwill was created mainly through the 2013, 2014 and 2015 acquisitions. The Company performed an annual impairment test during the fourth quarter of each fiscal year, or more frequently if indicators of potential impairment exist, to determine whether the net book value of each reporting unit exceeds its estimated fair value. During the years ended 31 December 2019 and 2018 the Company recorded in its continuing operations a goodwill impairment loss of $16.0 million and $5.0 million, respectively, which is attributable to the domain monetization activity.

Impairment of long-lived assets and intangible assets subject to amortization

During the year ended 31 December 2018, following the changes in the Company's business focus, the Company performed an impairment review of all its long-lived assets and intangible assets which resulted in impairment charge of $2.9. For further information See Note 2h to the financial statements.

Sale of subsidiary

On 15 November 2019, the Company and Rainmaker, a minority shareholder (10%) in Team Internet AG ("Team Internet") signed an agreement with Centralnic Group PLC ("CNIC") to sell all the shares in Team Internet for the total consideration of €46.6 million, of which Rainmaker received consideration of €19.0 and the Company received consideration of €27.6 million.

The consideration of the Company consisted of the following: (1) a cash payment of €23.8million; (2) deferred share payment of €1.6 million; (3) a Retention amount of €0.5 million and; (4) 2,336,341 shares of CNIC in a total value of €1.6 million.

On 24 December 2019 the transaction was completed. For further information See Note 1b to the financial statements.

Loss per share

Matomy's loss per share in 2019 was $0.22. In 2018, Matomy's loss per share from continuing activities was $0.07 and the total loss per share was $0.48. 

Treasury shares

As of 31 December 2019, Matomy had a total of 9,758,875 treasury shares. As of 31 December 2018 Matomy had a total of 10,970,111 treasury shares of which, 1,211,236 shares were held by Team Internet.

Financial obligations and covenants

As of 31 December 2019, Matomy had a financial obligation to its bondholders of $29.2 million which was fully repaid on 8 January 2020.

Financial reporting

This financial information has been prepared under US GAAP principles and in accordance with Matomy's accounting policies.

Principal risks

The Directors assess and monitor the key risks of the business on an ongoing basis. The principal risks and uncertainties that could have a material effect on the Group's performance include, among other things, the following:

· Matomy's cash flow in the coming year depends on the financial viability of Centralnic Group PLC.

· Matomy is currently going through changes in its management team thereby adding further managerial challenges in this transitional period.

· Matomy may be subject to third-party claims brought against it

· Matomy is an Israeli-domiciled company and as such the rights and obligations of shareholders are governed by Israeli law and differ in some respects from English law

· The Company has been informed by the London Stock Exchange that it must comply in full with all continuing eligibility requirements under the HGS Rules within six months of the date of the extraordinary general meeting of the Company's shareholders approving the sale of Team Internet which occurred on 24 December 2019 (the "Compliance Period"). If the Company is unable to meet all continuing eligibility requirements within the Compliance Period, the Company's securities will be suspended from admission to trading on the High Growth Segment of the London Stock Exchange's main market for listed securities.

Cautionary statement regarding forward-looking statements

This announcement includes certain forward-looking statements, forecasts, estimates, projections, and opinions. These forward-looking statements may be identified by the fact that they do not relate only to historical or current facts or the use of forward-looking terminology, including the terms "believes", "estimates", "plans", "projects", "anticipates", "expects", "intends", "may", "will" or "should" or, in each case, their negative or other variations or comparable terminology, or by discussions of strategy, plans, objectives, goals, future events or intentions. Forward-looking statements include statements regarding the Proposed Plan, the negotiations with Rainmaker and the bondholders, the business strategy, objectives, financial condition, results of operations and market data of the Company and its subsidiaries (the "Group"), as well as any other statements that are not historical facts. These statements reflect the Company's current view concerning future events and are based on assumptions made by the Company (including, without limitation, assumptions concerning currency exchange rate fluctuations, requirements of additional capital, costs of sale or closure of various operations and changes to regulations) and information currently available to the Company.

Although the Company considers that these views and assumptions are reasonable, by their nature, forward-looking statements involve unknown risks, uncertainties, assumptions and other factors because they relate to events and depend on circumstances that will occur in the future whether or not outside the control of the Group. These factors, risks, uncertainties, and assumptions could cause actual outcomes and results to be materially different from those projected. Past performance cannot be relied upon as a guide to future performance and should not be taken as a representation that trends or activities underlying past performance will continue in the future. No representation is made or will be made that any forward-looking

statements will be achieved or will prove to be correct. These factors, risks, assumptions, and

uncertainties expressly qualify all subsequent oral and written forward-looking statements attributable to the Company or persons acting on its behalf.

The forward-looking statements speak only as of the date of this announcement. Each of the Company and its respective affiliates expressly disclaim any obligation or undertaking to update, review or revise any forward-looking statement and disclaims any obligation to update its view of any risks or uncertainties described herein, or to publicly announce the result of any revisions to the forward-looking statements made in this announcement to reflect any change in the Company's expectations with regard thereto or any change in events, conditions or circumstances on which any such statement is based or otherwise, except as required by law.

No statement in this announcement is intended or is to be construed, as a profit forecast or estimate or to be interpreted to mean that earnings per Company share or overall earnings for the current or future financial years will necessarily match or exceed the historical published earnings per Company share or overall earnings.

Directors' responsibility

The Directors confirm that to the best of their knowledge the condensed set of final audited financial statements, which has been prepared in accordance with US GAAP principles, gives a true and fair view of the assets, liabilities, financial position and profit of the undertakings included in the consolidation as a whole as required by DTR 4.1.

Ilan Tamir

Director and CFO

Reconciliation of GAAP measures to non-GAAP measures

The following table presents a reconciliation of Adjusted gross profit to gross profit and to revenues, the most directly comparable financial measures calculated in accordance with US GAAP, for the periods indicated:

The following table presents a reconciliation of Adjusted EBITDA from continuing operations to net loss from continuing operations, the most directly comparable financial measure calculated in accordance with US GAAP, for the periods indicated:

MATOMY MEDIA GROUP LTD. AND ITS SUBSIDIARIES

CONSOLIDATED FINANCIAL STATEMENTS

AS OF 31 DECEMBER 2019

IN US DOLLARS IN THOUSANDS

INDEX

- - - - - - - - - - -

The Board of Directors and shareholders of Matomy Media Group Ltd.

We have audited the accompanying consolidated financial statements of Matomy Media Group Ltd. and its subsidiaries ("the Company"), which comprise the consolidated balance sheets as of 31 December 2019 and 2018, and the related consolidated statements of operations, changes in shareholders` equity and cash flows for the years then ended, and the related notes to the consolidated financial statements.

Management's Responsibility for the Financial Statements

Management is responsible for the preparation and fair presentation of these financial statements in conformity with U.S. generally accepted accounting principles; this includes the design, implementation and maintenance of internal control relevant to the preparation and fair presentation of financial statements that are free of material misstatement, whether due to fraud or error.

Auditor's responsibility

Our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits in accordance with auditing standards generally accepted in the United States. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement.

An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial statements. The procedures selected depend on the auditor's judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal control relevant to the entity's preparation and fair presentation of the financial statements 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 entity's internal control. Accordingly, we express no such opinion. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of significant accounting estimates made by management, as well as evaluating the overall presentation of the financial statements.

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion.

Opinion

In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the consolidated financial position of the Company and its subsidiaries at 31 December 2019 and 2018 and the consolidated results of their operations and their cash flows for the years then ended in conformity with U.S. generally accepted accounting principles.

Sale of all of the Company's activities

As described in Note 1b to the financial statements, in December 2019, the Company completed the sale of all of its activities and in January 2020 fully repaid all of its obligations to the bondholders. Our opinion is not modified with respect to this matter.

U.S. dollars in thousands

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

U.S. dollars in thousands

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

U.S. dollars in thousands except earnings per share data

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

U.S. dollars in thousands, except share data

*) Represents an amount lower than $ 1.

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

U.S. dollars in thousands

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

U.S. dollars in thousands

*) Represents less than $ 1.

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

NOTE 1:- GENERAL

a. Matomy Media Group Ltd. ("Matomy") together with its subsidiaries (collectively - the "Company") offered and provided a portfolio of proprietary programmatic data-driven platforms focusing on two core activities of domain monetization and mobile digital advertising to advertisers, advertising agencies, Apps developers and domain owners, primarily in the United States and Europe.

Matomy was incorporated in 2006. The Company's shares are traded on the London Stock Exchange and on the Tel Aviv Stock Exchange.

In the period spanning from mid-2017 through December 2019, the Company exited all its activities, as further described in Notes 1b and 1c below. In addition, as described in Note 9, on 8 January 2020, the Company fully repaid all its obligations to the bondholders.

b. Sale of subsidiary:

On 15 November 2019, the Company and Rainmaker Investments GmbH ("Rainmaker"), a minority shareholder (10%) in Team Internet AG ("Team Internet"), signed a binding agreement with Centralnic Group PLC, whose shares are traded on the AIM Market of the London Stock Exchange, ("Purchaser" or "CNIC") to sell all the shares in Team Internet (the "Transaction") for total consideration of €45,854,332, plus Interest Amount as determined in the agreement, which consisted of the following (the "Purchase Price"):

(a) A cash payment on closing date in an amount of €39,554,332 (the "Cash Payment"), plus Interest Amount (€764,286), in addition to a retained amount of €900,000 (the "Retention Amount"). The Retention Amount will be fully released after 15 months period, less deductions for settled claims or for outstanding claims (which are supported by documents as specified in the agreement). The retention amount (net of deferred cash payment that Rainmaker are entitled to receive - see below) is presented at fair value of $551 upon closing and is included within other assets on the balance sheet ($557 as of 31 December 2019).

(b) 3,911,650 Purchaser shares. The number of shares was determined by dividing €2,700,000 by the Purchaser's share price, as determined in the agreement. Such shares are subject to a lock-up period of 12 months, plus an additional 6-month period during which any disposal must be approved by and coordinated with the Purchaser and its broker. The investment in these shares (net of shares paid to Rainmaker - see below), is presented at fair value of $1,587 on the closing date ($2,450 as of 31 December 2019) and is presented as investment in financial assets measured at fair value on the balance sheet. Subsequent to the balance sheet date, the fair value of the investment declined. The fair value of the investment amounted to $1,519 on 17 March 2020.

(c) A deferred cash payment of €2,700,000 payable 6 months following the closing. Such payment (net of deferred cash payment that Rainmaker are entitled to receive - see below) is presented at fair value of $1,737 upon closing and is included within other receivables and prepaid expenses on the balance sheet ($1,760 as of 31 December 2019).

NOTE 1:- GENERAL (Cont.)

On 24 December 2019 the Transaction was completed. As a result of the Transaction, the Company recorded a gain of $ 2,575 which is included in statements of operations.

As part of the Transaction, immediately prior to closing date, the Company consummated the purchase of the remaining 10% stake of Rainmaker in Team Internet in accordance with the share purchase agreement dated December 2017 between the Company and Rainmaker, by assigning to Rainmaker a portion of the Purchase Price. Rainmaker received a total sum of €19,050,000: (i) a sum of € 16,508,190 out of the Cash Payment; (ii) €1,087,350 paid in Purchaser shares (1,575,309 shares); (iii) a sum of €1,087,350 out of the deferred cash payment; (iv) a sum of € 367,110 out of the Retention Amount. Upon the consummation of such purchase of the remaining 10% stake of Rainmaker in Team Internet, the Company and Rainmaker confirmed in writing, that no further claims between Rainmaker and the Company will exist and all alleged obligations of the Company towards Rainmaker will be settled.

The remaining amount of the Cash Payment (€23,046,142) plus the Interest Amount of €765,286, in total €23,810,427 was paid to the trustee of the Bonds (Series A) (the "Bonds" and the "Trustee", respectively) for a full early redemption of the outstanding Bonds (ILS101,000 thousands) (principal and interest), as approved by the bondholders meeting on 1 December 2019. In order to facilitate the early redemption of the outstanding Bonds in full, the Company transferred to the Trustee a cash amount of €2,500,000.

The full redemption of the outstanding Bonds was executed on 8 January 2020. As of 31 December 2019, the amount of $29,295 transferred to the Trustee is presented as restricted cash for bond repayment on the balance sheet.

c. Sale of activities:

On 29 July 2018, the Company signed an agreement for the sale of "myDSP" activity for a consideration of $850, which was paid in two payments: $600 upon closing and $250 was received during 2019.

On 13 August 2018, the Company signed an agreement for the sale of its White delivery email marketing activity. In addition, the Company signed an agreement with the buyer for data-licensing. The maximum total consideration from the agreements amounts to $8,500, which includes performance-based payments subject to meeting pre-defined milestones. The Company does not expect to collect any material amount from this transaction due to the buyer's financial difficulties. 

On 15 November 2018 the Company sold its mobile core-business ("Mobfox") for a total consideration of $7,500, of which a payment of $6,000 was received as of 31 December 2018 and the remaining $1,500 was subject to fulfilment of certain payment requirements. During 2019, the entire amount was received. Accordingly, the results of operations of Mobfox have been classified as discontinued operations in the consolidated statements of operations in accordance with Accounting Standards Codification ("ASC") ASC 205-20 (Presentation of Financial Statements - Discontinued Operations). Additionally, the assets and associated liabilities have been classified as discontinued operations in the consolidated balance sheets.

NOTE 1:- GENERAL (Cont.)

d. Loss from sale of subsidiary and activities:

NOTE 2:- SIGNIFICANT ACCOUNTING POLICIES

The consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United Sates ("US GAAP"). The significant accounting policies are applied in the preparation of the consolidated financial statements on a consistent basis, as follows:

a. Principles of consolidation:

The consolidated financial statements include the accounts of Matomy Media Group Ltd and its subsidiaries. Intercompany transactions and balances have been eliminated upon consolidation.

Changes in the parent's ownership interest in a subsidiary with no change of control are treated as equity transactions, with any difference between the amount of consideration paid and the change in the carrying amount of the non-controlling interest recognised in equity.

NOTE 2:- SIGNIFICANT ACCOUNTING POLICIES (Cont.)

b. Use of estimates:

The preparation of the consolidated financial statements in conformity with US GAAP requires management to make estimates, judgments and assumptions. The Company's management believes that the estimates, judgments and assumptions used are reasonable based upon information available at the time they are made. These estimates, judgments and assumptions can affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the dates of the financial statements, and the reported amounts of revenue and expenses during the reporting period. Actual results could differ from those estimates.

On an ongoing basis, the Company's management evaluates estimates, including those related to accounts receivable, fair values of financial instruments, fair values and useful lives of intangible assets, liability to non-controlling interest, fair values of stock-based awards, deferred taxes and income tax uncertainties and contingent liabilities. Such estimates are based on historical experience and on various other assumptions that it believes to be reasonable, the results of which form the basis for making judgments about the carrying values of assets and liabilities.

c. Financial statements in US dollars:

The US dollar is the currency of the primary economic environment in which Matomy Media Group and its subsidiaries operated. A substantial portion of the revenues and expenses of the Company were generated in US dollars. In addition, financing activities including equity transactions and cash investments are made in US dollars, which is prepared in US dollars. Thus, the functional and reporting currency of the Company is the US dollar.

Accordingly, monetary accounts maintained in currencies other than the US dollar are remeasured into US dollars in accordance with ASC 830, "Foreign Currency Matters". All transaction gains and losses of the remeasured monetary balance sheet items using exchange rates in effect at the balance sheet date are reflected in the statements of income as financial income or expenses, as appropriate.

d. Cash and cash equivalents:

Cash equivalents are short-term highly liquid investments that are readily convertible into cash with original maturities of three months or less at acquisition.

e. Accounts receivable and allowance for doubtful accounts:

Accounts receivable are stated at realisable value, net of an allowance for doubtful accounts. The Company evaluates specific accounts where information indicates the Company's customers may have an inability to meet financial obligations. Allowance for doubtful accounts as of 31 December 2019 and 2018 were $ 0 and $ 3,470, respectively.

NOTE 2:- SIGNIFICANT ACCOUNTING POLICIES (Cont.)

During the years ended 31 December 2019 and 2018 bad debt expenses were $ 850 and $ 3,598, respectively, and the write offs of balances included in allowances for doubtful accounts amounted to $ 3,914 and $ 1,530 in the years ended 31 December 2019 and 2018, respectively. During the years ended 31 December 2019 and 2018 recoveries amounted to $ 27 and $ 246, respectively, of amounts previously included in allowance for doubtful accounts.

f. Property and equipment, net:

Property and equipment are stated at cost, net of accumulated depreciation and amortization. Depreciation is calculated using the straight-line method over the estimated useful lives of the assets, at the following annual rates:

g. Impairment of long-lived assets and intangible assets subject to amortization:

Property and equipment and intangible assets subject to amortization are reviewed for impairment in accordance with ASC 360, "Accounting for the Impairment or Disposal of Long-Lived Assets", and ASC 350, "Intangibles - Goodwill and other" whenever events or changes in circumstances indicate that the carrying value of an asset may not be recoverable. The recoverability of these assets is measured by comparing the carrying amounts to the future undiscounted cash flows the assets are expected to generate. If property and equipment and intangible assets are considered to be impaired, the impairment to be recognized equals the amount by which the carrying value of the asset exceeds its fair market value.

In determining the fair values of long-lived assets for purpose of measuring impairment, the Company's assumptions include those that market participants will consider in valuations of similar assets.

During the years ended 31 December 2019 and 2018, the Company performed an impairment review of all its long-lived assets and intangible assets which resulted in impairment charge of $ 0 and $ 2,917, respectively.

NOTE 2:- SIGNIFICANT ACCOUNTING POLICIES (Cont.)

h. Goodwill and other intangible assets:

Goodwill reflects the excess of the purchase price of business acquired over the fair value of net identifiable assets acquired. Goodwill and indefinite intangible assets are not amortized but instead are tested for impairment, in accordance with ASC 350, at least annually at 31 December each year, or more frequently if events or changes in circumstances indicate that the carrying value may be impaired. Goodwill impairment is measured as the amount by which a reporting unit's carrying value exceeds its fair value, with the loss limited to the total amount of goodwill allocated to that reporting unit.

Due to changes in compliance requirements during 2019, a handful of the Company's publishers have been deactivated, which resulted in negative impact on the Company's projected EBIDTA. As a result, the Company recorded during the year ended 31 December 2019, goodwill impairment charges of $15,984 related to its Domain Monetisation reporting unit, using a weighted average cost of capital and a long-term growth rate of 15% and 2%, accordingly. During the year ended 31 December 2018, the Company recorded goodwill impairment charges of $30,648 related to its Mobile reporting unit, which is included in loss from discontinued operations, and $5,014 related to its Domain Monetisation reporting unit. 

The majority of the inputs used in the discounted cash flow model to determine the fair value of the reporting units are unobservable and thus are considered to be Level 3 inputs.

i. Severance pay:

Effective September 2007, the Company's agreements with employees in Israel are generally in accordance with section 14 of the Severance Pay Law - 1963 which provide that the Company's contributions to severance pay fund shall cover its entire severance obligation with respect to period of employment subsequent to September 2007. Upon termination, the release of the contributed amounts from the fund to the employee shall relieve the Company from any further severance obligation and no additional payments shall be made by the Company to the employee. As a result, the related obligation and amounts deposited on behalf of such obligation are not stated on the balance sheet, as the Company is legally released from severance obligation to employees once the amounts have been deposited, and the Company has no further legal ownership on the amounts deposited. Severance expenses during the years ended 31 December 2019 and 2018 were $ 77 and $ 927, respectively.

j. Revenue recognition: 

The Company provided smart marketing services through customized programmatic solutions supported by internal media capabilities, big data analytics, and optimization technology. Matomy empowered advertising and media partners to meet their evolving growth-driven goals across several media channels, including mobile, domain monetization, email and video, for multiple industry verticals on a wide variety of devices and operating systems. Following the sale of activities and companies (refer to Note 1c), in 2019 the Company generated revenue only from its domain monetization technology.

NOTE 2:- SIGNIFICANT ACCOUNTING POLICIES (Cont.)

Following the sale of Team Internet (refer to Note 1b), the Company does not generate any more revenue.

On 1 January 2018, the Company adopted Accounting Standards Update No. 2014-09, Revenue from Contracts with Customers (Topic 606) ("ASU 2014-09"). In addition, the guidance in Accounting Standards Update No. 2016-08, Revenue from Contracts with Customers (Topic 606): Principal versus Agent Considerations (Reporting Revenue Gross versus Net) ("ASU 2016-08") was considered to the extent that it applies to the Company's revenue arrangements.

The Company elected to apply the modified retrospective method for transition to the new accounting standard. This applies the standard retrospectively without amending comparative figures, with the cumulative effect of initially applying the guidance recognized as an adjustment to retained earnings at the date of initial application. The Company's adoption of the new standard was evaluated on a qualitative basis and did not have any material effect on the financial statements for the year ended 31 December 2018.

The Company recognized revenue once the performance obligations for all transactions are satisfied, and the corresponding revenue is recognized, at a distinct point in time; the Company has no arrangements with multiple performance obligations. The Company considers the following when determining if a contract exists (i) contract approval by all parties, (ii) identification of each party's rights regarding the goods or services to be transferred, (iii) specified payment terms, (iv) commercial substance of the contract, and (v) collectability of substantially all of the consideration is probable.

The Company evaluated whether it acts as the principal to determine whether revenue should be reported on a gross or net basis. The Company has determined that it acts as the principal. In making that evaluation, the Company considered indicators such as whether the Company is: (i) the primarily responsible for fulfilling the promise to provide the specified good or service, (ii) has inventory risk before the specified good or service has been transferred to a customer, or after transfer of control to the customer and (iii) has discretion in establishing the prices for the specified goods or service.

The Company records deferred revenues for unearned amounts received from customers for services that were not recognised as revenues.

k. Cost of revenues:

Cost of revenues consists primarily of direct media costs associated with the purchase of digital media, data centre costs, amortization of technology and internally developed software and allocation of attributable personnel and associated costs.

l. Research and development costs:

Research and development costs are charged to the statement of operations as incurred, except for certain costs relating to internally developed software, which are capitalized and amortized on a straight-line basis over their estimated useful life once the asset is ready for its intended use. 

NOTE 2:- SIGNIFICANT ACCOUNTING POLICIES (Cont.)

m. Internally developed software:

The Company capitalized certain internal software development costs, consisting of direct labor associated with creating the internally developed software. Software development projects generally include three stages: the preliminary project stage (all costs expensed as incurred), the application development stage (costs are capitalized) and the post implementation/operation stage (all costs expensed as incurred). The costs capitalized in the application development stage primarily include the costs of designing the application, coding and testing of the system. Capitalized costs are amortized using the straight line method over the estimated useful life of the software, generally 3 years, once it is ready for its intended use. The Company believes the straight-line recognition method best approximates the manner in which the expected benefit will be derived. During 2019 and 2018, the Company capitalized software development costs of $ 646 and $ 2,258, respectively. Amortization expense for the related capitalized internally developed software in 2019 and 2018 totaled $ 539 and $ 3,345, respectively, and is included in cost of revenues in the accompanying consolidated statements of operations. Management evaluates the useful lives of these assets on an annual basis and tests for impairment whenever events or changes in circumstances occur that could impact the recoverability of these assets. As a result of changes in circumstances in the non-core activity during 2018, management decided to abandon certain projects and therefore recorded an impairment charge of $ 0 and $ 790 in 2019 and 2018, respectively.

n. Accounting for stock-based compensation:

The Company accounts for stock-based compensation under ASC 718, "Compensation - Stock Compensation", which requires the measurement and recognition of compensation expense based on estimated grant date fair values for all share-based payment awards made to employees and directors. ASC 718 requires companies to estimate the fair value of equity-based awards on the date of grant, using an option-pricing model. The Company elected to account for forfeitures when they occur and adopted this change on a modified retrospective basis.

The Company recognized compensation expenses for the value of its awards, which have graded vesting based on service conditions, using the accelerated attribution method, over the requisite service period of each of the awards.

1. The Company estimates the fair value of stock options granted to its employees and directors using the Black-Scholes-Merton option-pricing model. The Black-Scholes-Merton model requires a number of assumptions, of which the most significant are the expected stock price volatility and expected option term. The assumptions are estimated as follows:

· Volatility - the expected share price volatility was based on the Company's historical equity volatility.

· Expected option term - the expected term of the options represents the period of time that the options are expected to be outstanding and is based on the simplified method, which is the midpoint between the vesting date and the end of the contractual term of the option.

NOTE 2:- SIGNIFICANT ACCOUNTING POLICIES (Cont.)

· Risk-free interest - the risk-free interest rate assumption is based on the yield from zero-coupon US government Bonds appropriate for the expected term of the Company's employee stock options.

· Dividend yield - the Company estimates its dividend yield based on historical pattern, however the Company currently intends to invest funds in business development and not to distribute dividends.

The fair value of the Company's stock options granted to employees and directors for the years ended 31 December 2019 and 2018 was estimated using the following weighted average assumptions:

2. The Company estimates the fair value of restricted share units ("RSUs") granted to employees according to the fair value of the Company's share at the grant date.

o. Income taxes:

The Company is subject to income taxes in Israel, Germany, the United States and numerous other jurisdictions. The Company accounts for income taxes in accordance with ASC 740, "Income Taxes". This topic prescribes the use of the liability method, whereby deferred tax asset and liability account balances are determined based on differences between financial reporting and tax bases of assets and liabilities and are measured using the enacted tax rates and laws that will be in effect when the differences are expected to reverse. The Company provides a valuation allowance, if necessary, to reduce deferred tax assets to the amount that is more likely than not to be realised. In such determination, the Company considers future reversal of existing temporary differences, future taxable income, tax planning strategies and other available evidence in determining the need for a valuation allowance.

The Company implements a two-step approach to recognise and measure uncertain tax positions. The first step is to evaluate the tax position taken or expected to be taken in a tax return by determining if the weight of available evidence indicates that it is more likely than not that, on an evaluation of the technical merits, the tax position will be sustained on audit, including resolution of any related appeals or litigation processes. The second step is to measure the tax benefit as the largest amount that is more than 50% (on a cumulative basis) likely to be realised upon ultimate settlement. The Company classifies interest incurred payable to tax authorities as interest expenses.

NOTE 2:- SIGNIFICANT ACCOUNTING POLICIES (Cont.)

p. Concentrations of credit risks:

Financial instruments that could potentially subject the Company to concentrations of credit risk consist principally of cash and cash equivalents, restricted cash for bond payment and the deferred consideration amount (refer to Note 1b above). Cash and cash equivalents are managed in major banks, mainly in Israel.

q. Fair value of financial instruments:

The Company applies ASC 820, "Fair Value Measurements and Disclosures". Under this standard, fair value is defined as the price that would be received to sell an asset or paid to transfer a liability (i.e., the "exit price") in an orderly transaction between market participants at the measurement date.

In determining fair value, the Company uses various valuation approaches. ASC 820 establishes a hierarchy for inputs used in measuring fair value that maximises the use of observable inputs and minimises the use of unobservable inputs by requiring that the most observable inputs be used when available. Observable inputs are inputs that market participants would use in pricing the asset or liability developed based on market data obtained from sources independent of the Company. Unobservable inputs are inputs that reflect the Company's assumptions about the assumptions market participants would use in pricing the asset or liability developed based on the best information available in the circumstances.

The hierarchy is broken down into three levels, based on the observability of inputs and assumptions, as follows:

· Level 1 - Observable inputs obtained from independent sources, such as quoted prices for identical assets and liabilities in active markets.

· Level 2 - Other inputs that are directly or indirectly observable in the market place.

· Level 3 - Unobservable inputs which are supported by little or no market activity.

r. Basic and diluted earnings per share:

Basic earnings per share are computed based on the weighted average number of ordinary shares outstanding during each year. Diluted earnings per share are computed based on the weighted average number of ordinary shares outstanding during each year, plus dilutive potential ordinary shares outstanding during the year, in accordance with ASC 260, "Earnings per Share". The total weighted average number of shares related to the outstanding options and RSUs excluded from the calculations of diluted earnings per share, since they would have an anti-dilutive effect, was 87,500 and 1,512,343 for the years 2019 and 2018, respectively.

s. Treasury shares:

In accordance with ASC 505-30, the Company shares held by the Company and/or its subsidiaries are recognized at cost of purchase and presented as a deduction from equity. Any gain or loss arising from a purchase, sale, issue or cancellation of treasury shares is recognized directly in equity. 

NOTE 2:- SIGNIFICANT ACCOUNTING POLICIES (Cont.)

t. Domains:

Domains are non-current assets with indefinite useful lives. Since the domains have no expiry date, management believes that these intangible assets have indefinite useful lives. Intangible assets with indefinite useful lives are not amortized and are tested for impairment annually or whenever there is an indication that the intangible asset may be impaired. For the years ended 31 December 2019 and 2018, no impairment losses were recorded.

u. Discontinued operations

For all periods presented, the operating results of our mobile advertising segment have been excluded from continuing operations and reported as income (loss) from discontinued operations, net of tax in the accompanying consolidated financial statements. In addition, the assets and liabilities related to our discontinued mobile advertising segment are reported as assets and liabilities of discontinued operations in the accompanying consolidated balance sheets. Cash flow information of our discontinued operations was not presented. For additional information on the discontinuation of our mobile advertising segment, refer to Note 18.

NOTE 3:- PROPERTY AND EQUIPMENT, NET

a. Composition:

b. Depreciation and amortization expense amounted to $ 679 and $ 4,031 for the years ended 31 December 2019 and 2018, respectively.

In connection with the restructuring plan, the Company recorded in 2018 an impairment of $905, relating to disposal of certain office furniture and equipment which are included in restructuring charges in the statement of operations.

In 2018, the Company derecognised property and equipment in the amount of $2,771, which were fully depreciated.

NOTE 4:- OTHER INTANGIBLE ASSETS, NET

Other intangible assets comprise of the following:

NOTE 5:- GOODWILL

Changes in goodwill for the years ended 31 December 2019 and 2018 are as follows:

NOTE 6:- Fair value of financial instruments

The following table present assets and liabilities measured at fair value on a recurring basis as of 31 December 2019 and 2018:

NOTE 6:- Fair value of financial instruments (Cont.)

*) Investment in financial assets measured at fair value:

The following table summarizes the changes in the Company's liabilities measured at fair value using significant unobservable inputs (Level 3), during the year ended 31 December 2018: