TIDMDMG 
 
FINAL RESULTS 
FOR THE YEAR ENDED 31 DECEMBER 2010 
 
 

Dori Media Group ("Dori Media", "DMG", the "Company" or the "Group"), the international media company active in the field of television, with a focus on production, distribution, broadcasting and merchandising of Telenovela and Drama, today announces its final results in accordance with International Financial Reporting Standards (IFRS) for the year ended 31 December 2010.

 

Full Year 2010

 
 
    -- Group Revenues US$47 million (2009: US$48.7 million) 
 
    -- Gross Profit US$11.4 million (2009: US$15.4 million) 
 
    -- EBITDA US$9.3 million (2009: US$12.2 million) 
 
    -- Positive Operating Cash flow US$7.7 million (2009: US$5.6 million) 
 
    -- Operating Loss US$3.2 million (2009: Operating Profit of US$1.6 

million)

 
    -- Total Equity US$41.8 million (2009: US$46.4) 
 

Second Half 2010

 
 
    -- Group Revenues US$20.7 million (2009: US$23.4 million) 
 
    -- Gross Profit US$3.1 million (2009: US$7.2 million) 
 
    -- EBITDA US$1.8 million (2009: US$5.8 million) 
 

Operating Highlights

 
 
    -- 18% increase in revenues from TV channels (excluding revenues from 

Israeli cable network 'HOT') to US$8.2 million (US$7.0 million);

 
    -- 7% decrease in Telenovela broadcasting and format rights to US$12.2 

million (US$13.1 million) following the postponement of a major

revenue-generating production that was expected to be fully realized

in 2010 as a result of scheduling issues and now is expected to be

realized in 2011;

 
    -- Sales of new Telenovela and Drama content including the sale of 'Split' 

to 78 countries since its launch; sales of popular new cross platform

24/7 reality show 'uMan' to 23 countries including 11

territories in Western Europe following its instant success in Israel;

sale of 'Champs 12', to 31 countries in total, including

France, Spain, Portugal, Italy, Greece and Turkey and sale of cross

platform Telenovela 'Amanda O' to 64 countries since its launch;

 
    -- In July 2010, Dori Media Spike (DMS) extended its agreement with 'HOT' 

to operate the 'HOT' premium movie channels until 2014, preceded by

the signing in January 2011 of a three-year extension to its 'HOT'

agreement to operate the general Entertainment Channels for another 3

years from 1 January 2011 until 2014. The transaction included the

sale of a new series channel to 'YES', the leading DBS television

provider in Israel. Combined with the movie channel agreement with

'HOT' in July, the extended agreements are expected to generate total

revenues of between US$59 million and US$65 million over 3 years.

 

Recent Developments

 
 
    -- In February, DMG sold "uMan" to ITV Studios America in the US 

in collaboration with Indiemedia. The show was launched in Turkey in

January 2011, in Italy it will be launched on the Italia 1 channel by

Endemol Italy in April 2011, and the show is also expected to be

launched in Portugal during the second half of 2011.

 
    -- The second series of "Split" has been sold to Turner Broadcasting 

System Latin America Inc., a Time Warner company, for its Boomerang

channel in Latin America and Caribbean territories. Boomerang has the

right to broadcast the second series' 45 episodes in territories

including Brazil, Chile, Argentina, Colombia, Mexico and Uruguay.

 
    -- Sales totaling to approximately US$7 million have been closed during 

the first three months of 2011. In addition there is a high visibility

on an additional US$33 million of revenues for 2011 which are subject

to completion of rendering of certain services by the Company.

 

Intended Delisting of Dori Media Group from London AIM Market

 

The Company also published a separate announcement today, April 14th, explaining that the Board of Directors of the Company, in a meeting held by it (the "Board Meeting") has proposed the delisting of the Company's Ordinary Shares from admission to trading on AIM. The delisting is subject to shareholder approval at the Extraordinary General Meeting ("EGM"), which is expected to be convened on May 12, 2011. The Circular covering the EGM and related materials will be delivered to all shareholders of the Company in due course and a further announcement will be made once these have been posted.

 

In making this decision, the Board of Directors has focused on the following key factors:

 
 
    -- in light of the limited trading in the Ordinary Shares, the tangible 

costs associated with maintaining the AIM quotation are

disproportionately high when compared to the benefits and the Board of

Directors considers that these funds could be better utilised in

running the business;

 
 
    -- the management time and the legal and regulatory burden associated 

with maintaining the Company's admission to trading on AIM is

disproportionate to the benefits to the Company;

 
 
    -- the Company, like many other quoted AIM companies of its size, has a 

tightly held register of shareholders and suffers from a lack of

liquidity for its Ordinary Shares. In practical terms, this results in

a small free float and low trading volumes, which further reduces the

demand for the Ordinary Shares;

 
 
    -- the Company believes that the valuation placed on it by the AIM market 

does not properly reflect its potential and by delisting it will be

able to negotiate better terms as and when it wishes to raise further

capital;

 

Consequently, the Board of Directors believes that a delisting is in the best interests of the shareholders generally (including, for these purposes, depositary interest holders) to seek Cancellation at the earliest opportunity.

 

On 13 April 2011, the Company received a letter from a member of the Company's controlling shareholders' group, who confirmed its intent in making a tender offer, by itself or together with other shareholders of the Company, for up to 2.7 million Ordinary Shares, if the Company's shareholders approve the Cancellation at the EGM. The price of the tender offer, if made, would be 50 pence per Ordinary Share (the "Proposed Tender Offer Price"). The Proposed Tender Offer Price reflects a premium of approximately 13.6 per cent. to the closing middle market price of Ordinary Share on AIM on 13 April 2011, (being the date the Company received such a letter) and a premium of approximately 5 per cent. to the average closing middle market price of an Ordinary Share on AIM during the three month period ending on 13 April 2011. At this stage, there is no certainty that such a tender offer will be made.

 

On 13 April 2011, the Company received a further indication from certain members of its board of directors and other authorised participants of the Board Meeting, on their behalf and on behalf of their respective affiliates, and who hold in the aggregate approximately 75 per cent. of the Company's existing issued share capital, of their intention not to sell their Ordinary Shares as part of the aforesaid tender offer (if made).

 

Chief Executive Officer's comments

 

Nadav Palti, President and CEO of Dori Media Group, commented: "Although we have continued to benefit from increasing activity and interest in Dori Media's programming and content, 2010 was a challenging year. A large portion of income generated from a major production that was expected to be fully realized in 2010 is now expected to be realized in 2011 as a result of scheduling issues experienced by a client. However, we are confident about our prospects for 2011, trading for the first three months of 2011 has been strong and our business operations are stable and cash generative.

 

"Our high quality, award winning productions which are also available across a wide variety of new media platforms continue to be in demand around the world. We recently sold "uMan" to ITV Studios America, Endemol Italy and the show was also launched in Turkey, as the flagship daily prime-time anchor program of new channel, TRT Okul. Our lucrative long-term partnerships also continued to flourish - we recently signed a three-year extension to our agreement with leading Israeli cable platform "HOT" to operate their Movie and general Entertainment Channels, generating a combined revenue between US$59 million and US$65 million over 3 years.

 

We are generating income from a variety of the most attractive growth markets in the world and the industry's response to our cross-format productions so far in 2011 has been positive"

 

Chief Executive Officer's Review

 

Operating Update

 

Excluding the impact of the 'HOT' and 'YES' movie and general entertainment channels agreement on local revenues in Israel, international sales accounted for 54.8% of total sales in 2010, compared to the 48.1% contribution towards total revenues recorded during 2009. TV channel revenues, excluding 'HOT' increased by 18% to US$8.2 million for the period. The breakdown of international sales for the period is as follows:

 
 
    -- 30.9% (26.8% in 2009) generated in Europe, representing 17% of global 

sales excluding 'HOT' movie and general entertainment channels;

 
    -- 19.8% (26.6% in 2009) generated in Central and South America, 

representing 10.8% of global sales excluding 'HOT' movie and general

entertainment channels;

 
    -- 49.3% generated in other territories mainly Asia (46.6% in 2009 - 

mainly from the Far East) representing 27% of global sales excluding

'HOT' movie and general entertainment channels;

 

A growing library of quality programming

 

Dori Media continued to invest in new TV series during 2010 and the Company now has a library of approximately 5,250 TV hours, more than 5,000 3 minute video clips, 120 - 9 minute webisodes and around 556 1-5 minute cellular episodes of Telenovelas and daily series

 

'Split', a teenage show that revolves around the lives of humans and vampires, has now been sold to 78 countries. 'Split' was originally produced for Israeli cable platform HOT's VOD (Video on Demand) service. After only 3 months on-air, 'Split' episodes on HOT VOD generated a total of approximately 7,000,000 viewings. Approximately 90% of viewers watched all available episodes, reaching a record loyalty level. Furthermore, over 30% of households with VOD services watched 'Split'. Following 'Split's' success on HOT VOD, the first season of 45 episodes (30 minutes each) has been successfully aired on Israel's leading channel for children and teenage audiences, 'The Children Channel'. Following the show's huge success on HOT VOD and on-line, both HOT and "The Children Channel" have decided to invest in producing a second season of 'Split', which also contains 45 episodes, each 30 minutes in length. The 2nd season, which has been produced by Dori Media Darset, was sold to Turner Broadcasting System Latin America Inc. at the end of 2010, and will be broadcast on its Boomerang channel in Latin America and the Caribbean territories at the end of 2010. Under the terms of the deal, Boomerang will have the right to broadcast the episodes to territories which include Brazil, Chile, Argentina, Colombia, Mexico and Uruguay.

 

'Split' has also been sold to the Philippines, the first country in Asia to acquire the daily drama. The move into Asia comes as 'Split' continues its success in Europe, having also been sold to Russia and Spain. The original TV series will be aired on free-to-air channels in all territories.

 

Following the successful Israeli launch of Cellcom and Dori Media's new cross platform 24/7 reality show 'uMan' in July 2009, the show has now been sold to a total of 23 countries including Denmark, France, Italy, Germany, Greece, Norway, Spain, Sweden, and The Netherlands. 'uMan' is a reality show where every move of 8 contestants is filmed 24 hours a day for 21 days and all decisions regarding the lives of the contestants are voted for by viewers. 'uMan' became an instant success in Israel, where more than 7 million viewer votes were recorded in 21 days. During this period, out of Israel's total population of 7 million people (600,000 of whom are teenagers), the on-line show had 700,000 unique users. "uMan" was recently sold to ITV Studios America and Endemol Italy and the show was also launched in Turkey, as the flagship daily prime-time anchor program of new channel, TRT Okul. 'uMan' was also sold to 'Mega' in 2010, the number one free-to-air TV channel in Greece and the channel plans to extend the format's length to follow the show's participants for a longer period of time with viewers also able to catch up on the day's action on a daily TV show dedicated to 'uMan' on the 'Mega' channel.

 

"Ciega a Citas" (Date Blind), a co-production by Dori Media Contenidos and Rosstoc, won a coveted "Series and Soap Operas" "Rose d'Or" award in 2010. The "Rose d'Or" Festival, is the only global awards ceremony for television entertainment and is consequently regarded by the industry as its most prestigious award ceremony. The show has been sold to 33 countries since its launch in 2009. "Ciega a Citas" is a telenovela about a woman's quest to find love before her sister's imminent wedding, and the show also recently won the Argentores Award for best program in 2010 in Argentina. The show went on to be nominated for an International Emmy in the Telenovela category in 2010.

 

'Champs 12', a Football drama, which was sold to Caracol Television S.A. in Colombia even before its debut on Canal America in Argentina, has now been sold to 31 countries in total, including France, Spain, Portugal, Italy, Greece and Turkey. Exhibitions of 'Champs 12' in Italy already began to show new revenues from Ancillary business.

 

Dori Media's hit comedy show 'Lalola', continues to perform well and has now been sold to more than 120 countries since its debut and is also locally produced in India, Turkey, Greece, Belgium, Spain, Portugal, Philippines, Chile, Vietnam, and Russia.

 

Strong long-term partnerships

 

Dori Media is very proud to have long-term partnerships with many leading global media companies. A summary of the main partnership agreements is provided below.

 

In June 2009, Dori Media Darset reached an agreement with Cellcom, the leading cellular operator in Israel, to produce 'uMan' (named locally 'Megudalim' in Israel) a unique and innovative 24/7 cross-platform control game for mobile phones, internet and TV. 'uMan' has become an instant success in Israel reflecting the potential of this innovative partnership.

 

Cellcom, Logia Mobile and Dori New Media have together presented "First Love" - an original interactive project of 150 short movies, documenting true love stories from young people between ages 16 to 20. Negotiations are underway with several international broadcasters interested in purchasing the "First Love" format.

 

In July 2010, Dori Media Spike (DMS) extended its agreement with Israeli cable platform 'HOT' to operate the 'HOT' premium movie channels for another 3 years from 1st January 2011 until 2014, generating revenues of between US$45 million and US$48 million over 3 years for DMG. DMS's original agreement with 'HOT' was initiated in 2007. 'HOT' boasts subscriptions with the majority of Israeli households and under the agreement DMS retains the rights to produce and operate the existing 'HOT' premium movie channels and services. In January 2011, DMS signed a three-year extension to its general Entertainment Channels agreement with "HOT" for another 3 years from 1 January 2011 until 2014. The transaction included the sale of a new series channel to "YES", the leading DBS television provider in Israel. Combined with the movie channel agreement with 'HOT' in July, the extended agreements are expected to generate total revenues of between US$59 million and US$65 million over 3 years.

 

DMG is also 3 years into a 5-year output deal with Televisa to sell various titles to Televisa. Televisa is the largest media company in the Spanish world and a major player in the international entertainment business. The deal was signed for a consideration of approximately US$7.2 million with contractual options of US$2.3 million expected to increase the value of the deal to approximately US$9.5 million.

 

Financial Performance

 

Revenue

 

Dori Media recorded sales of US$47 million for the twelve months ended 31 December 2010, down 3% from US$48.7 million for the corresponding period of 2009.

 

The Group's results were supported by the strong revenues generated by DMG's TV channel businesses, which reported US$33.8 million of sales for the full year 2010, compared to US$34.4 million in 2009. The slight year on year decline reflected additional non-recurring revenues, which were generated as a result of a three year agreement with "HOT". This was offset by the strong performance of the TV Channels operated by Dori Media International ("DMI"). The channels (excluding revenue from Israeli cable network 'HOT') recorded an 18% year on year increase in sales, from US$7 million in 2009, to US$8.2 million for the full year 2010.

 

Telenovela broadcasting and format rights sales for the full year 2010 were down to US$12.2 million, compared to US$13.1 million in 2009, with revenues from broadcasting rights down to US$10.6 million from US$11.9 million in 2009. The decline is primarily related to scheduling issues experienced by the client, which resulted in delayed revenues and which are now planned to be fully realized during 2011. Broadcasting and format rights sales represented 26% of total revenues for the period, and the proportion remained stable compared to 2009.

 

Revenues from the ancillary business (merchandising & publishing, music, DVDs, CDs, videos and Live shows) declined year on year, from US$0.7 million for the full year 2009 to US$0.3 million in 2010. The decline was in line with expectations, as some major localizations of Dori Media content no longer generate royalties after a decrease in the number of exhibition appearances for certain shows. However, exhibitions of new formats have now commenced and include exhibitions and Licensing of shows including 'Champs 12' in Europe and 'Split' in both Europe and Latin America.

 

Other income (including TV and internet advertising) contributed 1% of total full year sales, and amounted to US$0.5 million for the full year 2010, compared to US$ 0.2 million reported in 2009. This is the result of an increase in Dori Media Ot' client base driven by its high-quality subtitling, dubbing and format conversions.

 

Gross Margin

 

The Company recorded a gross profit of US$11.4 million for the full year, which represented a decline from US$15.4 million in 2009. The change reflected an increase in amortization, expenses relating to DMG's Library and an additional impairment in the amount of US$1.16million.

 

Gross margin for the current reporting period was 24% decreasing from 32% in 2009 as anticipated as a result of lower revenues from broadcasting and format rights, increase in amortization and delays of income generation.

 

The cost of goods sold for the twelve months of 2010 increased to US$35.6 million compared to US$33.3 million in 2009. This increase can be mainly attributed to amortization charges related to DMG's Library, as well as charges related to the set-up and depreciation of broadcasting rights.

 

Operating Expenses

 

Total operating expenses amounted to US$14.7 million for the full year, up from US$13.7 million in 2009. Total sales and marketing expenses were lower than expected, and declined by 7% from US$3.3 million in 2009 to US$3.1 million for the full year as a result of cost savings and efficiency during conventions, significantly lower merchandising commissions and decreased advertising and marketing expenses.

 

Whilst the overall sales and marketing costs decreased, sales commissions rose significantly year on year, from US$0.4 million in 2009 to US$1 million for the full year, as a result of initiatives with local partners.

 

Sales personnel salaries were reduced by 29% year on year, from US$0.8 million in 2009 to US$0.6 million in 2010, while PR expenses were reduced by 38% year-on-year to US$0.1 million.

 

Administration & General expenses were up by 11% year on year from US$10.4 million in 2009, to US$11.6 million in 2010. The main increase reflected provisions for bad debts of approximately US$1.5 million. Salaries and management fees were down from US$6 million in 2009, to US$5.8 million in 2010 - 2% decrease. The actual reduction in salaries and management fees of 7% was set off to 2% as a result of the fluctuations in the currency exchange rate between the US$ and the NIS of US$0.1 million, and US$0.2million of one-off options and equity provisions in Novebox. When excluding the year on year effects of the bad debts provision, the currency exchange rate movements and the impact of one-off options and equity provisions in Novebox, Administration & General expenses were down year on year from US$ 10.4 million in 2009, to US$ 9.8 million for the full year 2010.

 

Professional expenses, including legal fees, auditors remuneration and payments for other consultancy services increased by 12% from US$1.3 million in 2009 to US$1.5 million in 2010.

 

EBITDA

 

The Company recorded an EBITDA profit of US$9.3 million for the full year, compared to US$12.2 million in 2009. The decrease in EBITDA is mainly due to the postponement of a major revenue-generating production that was expected to be fully realized in 2010 as a result of scheduling issues. The EBITDA margin for the full year was 20%.

 

Income Tax

 

The Company reported total tax expenses of US$0.5 million for the full year. At the Group level, Dori Media recorded a net loss for the full year of 2010 but the Company is still subject to income tax charges as tax charges for each of DMG's subsidiaries are calculated individually. Consequently, a loss result by one subsidiary cannot be offset by a profit from another for tax purposes. The Company is making efforts to address these tax issues and is expecting to have this issue resolved in the near future.

 

Cash Flow

 

Despite the predicted slowdown in activity during 2010, Dori Media's cash flows remained positive, and facilitating strong cash generation and the financing of new productions and ventures. Operating cash inflow amounted to US$7.7 million for the year, compared to US$5.6 million in 2009. DMG's cash flow, combined with the bank facilities available to the Company, enables it to continue to invest in new productions, often with other partners, and therefore to grow its new content inventory.

 

Report and Accounts

 

The Company's Financial Report and Accounts are available on the Company's website www.dorimedia.com.

 

Outlook

 

Early indications support the Management team's belief that 2011 will prove to be a stronger year for Dori Media. Trading for the first three months of the year has been strong and the Company is witnessing positive response to many of its productions. The Company's business operations remain stable and cash generative and Dori Media continues to have a strong balance sheet. Despite this, the Board considers the potential delisting to be in the best interests of the Company's and all of its shareholders.

 

***

 

For further information on Dori Media Group, please visit our website on www.dorimedia.com or contact:

 
Dori Media Group Ltd.             Shared Value Limited 
Nadav Palti, CEO & President      Mark Walter 
Tel: +972 3 7684000               Investor & Media relations 
info@dorimedia.com                Tel. +44 (0) 20 7321 5010 
                                  dmg@sharedvalue.net 
Daniel Stewart & Company 
Paul Shackleton/Oliver Rigby 
Tel. +44 (0) 20 7776 6550 
 
 

Dori Media Group is an international group of media companies, located in Israel, Switzerland, Argentina and the US. The group produces and distributes TV and New Media content, broadcasts various TV channels and operates video-content internet sites. The group owns approximately 5,250 TV hours, more than 5,000 clips of 3 minutes on average, 120 - 9 minute webisodes and around 556 1-5 minute cellular episodes of Telenovelas and daily series that it sells to a wide variety of audiences in more than 80 countries. It owns and operates two telenovela channels, Viva and Viva Platinum broadcasted on all Israeli multi-channel platforms and via the co-branded internet site offering telenovelas to Israeli surfers through Walla.com. Dori Media Paran and Dori Media Darset produce top-end series as well as daily dramas for the Israeli and international markets. Dori New Media develops and produces formats specially tailored for the internet and cellular platforms, and realizes new opportunities enabled by the new technologies. Dori Media Spike packages, produces and operates the main movie channels on the Israeli cable TV platform and general entertainment channels on all Israeli TV multi-channel platforms. In Indonesia and Malaysia, the company operates the Televiva Vision 2 channel that is devoted to telenovelas and Baby TV Vision 3 for toddlers, in addition to the Ginx gamers' channel. Ginx is localized and broadcasted to Turkey as well. Novebox operates an ad-based VOD and SVOD commercial internet site targeted at the Hispanic and Latin American audience offering a variety of shows and movies. The group is traded on the London Stock Exchange where its symbol is DMG. For more information on Dori Media, visit our corporate website at http://www.dorimedia.com/.

 

***

 

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

 
                                        Year ended 31 December 
                                        2008        2009        2010 
                                  Note  US$ '000*)  US$ '000*)  US$ '000*) 
Revenues                          17a   50,427      48,716      47,023 
Cost of revenues                  17b   27,868      33,348      35,601 
Gross profit                            22,559      15,368      11,422 
Selling and marketing expenses    17c   4,826       3,323       3,082 
General and administrative        17d   11,163      10,401      11,580 
expenses 
Totaloperating expenses                 15,989      13,724      14,662 
Operating profit (loss)                 6,570       1,644       (3,240) 
Financial expenses, net           17e   822         638         817 
Other income, net                       (7)         -           - 
Profit (loss) before                    5,755       1,006       (4,057) 
taxes on income 
Taxes on income                   14c   2,365       1,669       532 
Profit (loss) for the year              3,390       (663)       (4,589) 
from continuing operations 
Profit (loss) for the year from   18    449         (784)       - 
discontinued operations 
Profit (loss) for the year              3,839       (1,447)     (4,589) 
Other comprehensive 
income (loss): 
Currency translation                    (87)        (466)       146 
adjustments 
of foreign operations 
Totalcomprehensive                      3,752       (1,913)     (4,443) 
income (loss) 
 
 

*) Except per share amounts.

 

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

 

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

 
                                         Year ended 31 December 
                                         2008        2009        2010 
                                   Note  US$ '000*)  US$ '000*)  US$ '000*) 
Profit (loss) attributable to: 
Equity holders of the parent             3,203       (2,593)     (5,421) 
Non-controlling interests                636         1,146       832 
                                         3,839       (1,447)     (4,589) 
Total comprehensive income 
(loss) attributable to: 
Equity holders of the parent             3,116       (3,173)     (4,993) 
Non-controlling interests                636         1,260       550 
                                         3,752       (1,913)     (4,443) 
Basic and diluted earnings         19 
(loss) per share: 
From continuing operations               0.12        (0.07)      (0.17) 
attributable 
to equity holders of the  parent 
From discontinued operations             0.02        (0.03)      - 
attributable 
to equity holders of the  parent 
Profit (loss) attributable to            0.14        (0.10)      (0.17) 
equity holders of the parent 
 
 

*) Except per share amounts.

 

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

 

CONSOLIDATED BALANCE SHEETS

 
                                           As of 31 December 
                                           2008      2009      2010 
                                     Note  US$ '000  US$ '000  US$ '000 
ASSETS 
CURRENT ASSETS: 
Cash and cash equivalents                  2,382     635       1,837 
Trade receivables                    3     15,919    16,670    16,989 
Other accounts receivable            4     3,394     2,826     2,658 
Broadcasting rights                  5     4,413     6,725     6,853 
                                           26,108    26,856    28,337 
Assets classified as held for sale   18    -         2,630     - 
                                           26,108    29,486    28,337 
NON-CURRENT ASSETS: 
Investments in rights                6     28,877    35,079    34,868 
of TV series, net 
Intangible assets, net               7     9,718     8,584     8,349 
Property and equipment, net          8     5,793     2,857     2,492 
Other long-term assets                     1,081     128       128 
Deferred tax assets                  14d   2,214     2,908     4,241 
                                           47,683    49,556    50,078 
Totalassets                                73,791    79,042    78,415 
 
 

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

 

CONSOLIDATED BALANCE SHEETS

 
                                      As of 31 December 
                                      2008      2009      2010 
                                Note  US$ '000  US$ '000  US$ '000 
LIABILITIES AND EQUITY 
CURRENT LIABILITIES: 
Credit from banks and           9     14,789    10,084    11,606 
current maturities 
of long-term loans 
Trade payables                  10    5,540     4,938     6,514 
Current tax liability                 441       385       292 
Other current liabilities       11    5,856     3,758     4,992 
                                      26,626    19,165    23,404 
Liabilities associated with     18    -         1,780     - 
assets held for sale 
                                      26,626    20,945    23,404 
LONG-TERM LIABILITIES: 
Bank loans                      12    99        5,348     5,635 
Other long-term liabilities     13    1,773     2,297     2,544 
Deferred tax liabilities        14d   2,581     4,053     5,073 
                                      4,453     11,698    13,252 
EQUITY:                         16 
Equity attributable to equity 
holders of the parent: 
Issued capital                        539       648       648 
Share premium                         22,877    28,094    28,463 
Warrants                              -         427       427 
Foreign currency translation          273       (307)     121 
reserve 
Asset revaluation surplus             695       695       695 
Retained earnings                     17,612    15,019    9,598 
                                      41,996    44,576    39,952 
Non-controlling interests             716       1,823     1,807 
Totalequity                           42,712    46,399    41,759 
Totalliabilities and equity           73,791    79,042    78,415 
 
 

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

 
13 April 2011 
Date of approval   Tamar Mozes-Borovitz   Nadav Palti      Moshe Pinto 
of the 
financial          Chairman of the Board  Director and     Chief Financial 
statements         of Directors           Chief Executive  Officer 
                                          Officer 
 
 

CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY

 
                Attributable to equity holders of the parent 
                                              Foreign 
                                              currency     Asset                            Non- 
                Issued    Share               translation  revaluation  Retained            controlling  Total 
                capital   premium   Warrants  reserve      Surplus      earnings  Total     interests    equity 
                US$ '000  US$ '000  US$ '000  US$ '000     US$ '000     US$ '000  US$ '000  US$ '000     US$ '000 
Balance         535       21,927    -         360          695          14,409    37,926    80           38,006 
as 
of 1 
January 
2008 
Total           -         -         -         (87)         -            3,203     3,116     636          3,752 
comprehensive 
income 
Exercise        4         126       -         -            -            -         130       -            130 
of 
options 
Cost            -         796       -         -            -            -         796       -            796 
of 
share-based 
payments 
Tax             -         28        -         -            -            -         28        -            28 
effect 
of 
share-based 
payments 
Balance         539       22,877    -         273          695          17,612    41,996    716          42,712 
as 
of 31 
December 
2008 
Total           -         -         -         (580)        -            (2,593)   (3,173)   1,260        (1,913) 
comprehensive 
loss 
Dividend        -         -         -         -            -            -         -         (153)        (153) 
paid 
to 
minority 
shareholders 
Issuance        109       4,860     427       -            -            -         5,396     -            5,396 
of 
shares 
and 
warrants 
Cost            -         357       -         -            -            -         357       -            357 
of 
share-based 
payments 
Balance         648       28,094    427       (307)        695          15,019    44,576    1,823        46,399 
as 
of 31 
December 
2009 
Total           -         -         -         428          -            (5,421)   (4,993)   550          (4,443) 
comprehensive 
loss 
Dividend        -         -         -         -            -            -         -         (566)        (566) 
paid 
to 
minority 
shareholders 
Embedded        -         90        -         -            -            -         90        -            90 
option 
in 
convertible 
loan 
from 
related 
parties 
Cost            -         279       -         -            -            -         279       -            279 
of 
share-based 
payments 
Balance         648       28,463    427       121          695          9,598     39,952    1,807        41,759 
as 
of 31 
December 
2010 
 
 

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

 

CONSOLIDATED STATEMENTS OF CASH FLOWS

 
                                           Year ended 31 December 
                                           2008      2009      2010 
                                     Note  US$ '000  US$ '000  US$ '000 
Cash flows from operating 
activities: 
Profit (loss) for the year                 3,839     (1,447)   (4,589) 
Adjustments to reconcile             (a)   4,410     7,026     12,329 
profit (loss) to net 
cash provided by  operating 
activities 
Net cash provided by                       8,249     5,579     7,740 
operating activities 
Cash flows from investing 
activities: 
Proceeds from sale of jointly        (c)   -         -         842 
controlled entity 
Additions to intangible assets             (1,985)   (28)      (21) 
Additional consideration for               (1,350)   -         - 
acquisition of subsidiaries 
and jointly  controlled entity 
Investments in rights of TV series         (13,269)  (13,468)  (8,550) 
Proceeds from sale of property             19        -         - 
and equipment 
Purchase of property and equipment         (923)     (324)     (267) 
Repayment of loans to jointly              -         956       - 
controlled entity and other 
Net cash used in investing                 (17,508)  (12,864)  (7,996) 
activities 
Cash flows from financing 
activities: 
Dividend paid to minority                  -         (153)     (566) 
shareholders 
Receipt of long-term loans                 -         4,977     - 
Receipt of long-term loans                 -         -         1,007 
and convertible 
loan from related parties 
Proceeds from issuance                     130       5,396     - 
of shares and 
warrants, net of issuance costs 
Repayment of loans from                    (552)     -         - 
banks and others 
Repayment of long-term                     (1,075)   (136)     (9) 
production financing 
Short-term bank credit, net                10,809    (4,560)   1,005 
Net cash provided by                       9,312     5,524     1,437 
financing activities 
Effect of exchange rate changes            22        22        13 
on cash and cash equivalents 
Increase (decrease) in cash                75        (1,739)   1,194 
and cash equivalents 
Cash and cash equivalents as               2,307     2,382     643 
of the beginning of the year 
Cash and cash equivalents as               2,382     643       1,837 
of the end of the year 
 
 

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

 

CONSOLIDATED STATEMENTS OF CASH FLOWS

 
                                              Year ended 31 December 
                                              2008      2009      2010 
                                              US$ '000  US$ '000  US$ '000 
(a)   Adjustments to reconcile profit 
      (loss) to net cash 
      provided by  (used in) 
      operating activities: 
      Income and expenses not 
      involving cash flows: 
      Cost of share-based payments            796       357       279 
      Depreciation and amortization           22,692    25,542    27,847 
      Increase in liability for               411       59        - 
      production financing 
      Deferred income taxes                   503       1,126     (410) 
      Gain on disposal of property            (7)       -         - 
      and equipment 
      Other                                   (44)      -         62 
      Severance pay, net                      (136)     97        - 
      Changes in operating assets 
      and liabilities: 
      Increase in trade receivables           (374)     (1,151)   (10) 
      Decrease in other accounts receivable   233       393       217 
      Increase in broadcasting rights         (18,217)  (18,805)  (17,331) 
      Increase (decrease) in trade payables   (1,591)   373       1,586 
      Increase (decrease) in other            144       (965)     89 
      current liabilities 
                                              4,410     7,026     12,329 
(b)   Supplemental disclosure of cash flows: 
      Cash paid during the year for: 
      Interest                                684       548       745 
      Income taxes                            1,316     862       511 
 
 

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

 

CONSOLIDATED STATEMENTS OF CASH FLOWS

 
                                          Year ended 31 December 
                                          2008      2009      2010 
                                          US$ '000  US$ '000  US$ '000 
(c)   Proceeds from sale of jointly 
      controlled entity: 
      Working capital deficiency          -         -         (1,118) 
      (excluding cash) 
      Property and equipment              -         -         2,392 
      Deferred tax liabilities            -         -         (361) 
      Long-term liabilities               -         -         (71) 
                                          -         -         842 
(d)   Significant non-cash transactions: 
      Acquisition of rights in            721       547       (154) 
      TV series on credit 
      Acquisition of broadcasting rights  1,624     512       242 
 
 

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

 

SUMMARIZED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

 

**The notes to the consolidated financial statements are summarized - but are available in full in the full annual accounts on Dori Media's website at www.dorimedia.com.**

 

NOTE 1:-GENERAL

 
a.   Company description: 
     The Company was incorporated on 14 February 1996 under the laws of  Israel. The Company and its subsidiaries are engaged in the rights  for purchase, production, license and distribution of content  focusing on Drama and Telenovela TV series ("Telenovelas"),  distribution of TV series sourced from third parties, broadcasting  of dedicated niche TV channels for entertainment content, Drama and  Telenovela, entertainment movie and series TV channels ("TV  channels") and operating a video on demand website. In December  2009, the Company signed an agreement to sell its investment in Dori  Media Central Studios S.A (see Note 18), and in 2010 it is no longer  a part of the Compa ny. 
b.   Definitions: 
     In these financial statements: 
 
 
    The Company                -  Dori Media Group Ltd. ("DMG") 
    The Group                  -  Dori Media Group Ltd. and its investees. 
    Subsidiaries               -  Entities that controlled by the Company 
                                  (as defined in IAS 27  (2008)) 
                                  and whose accounts are consolidated 
                                  with those of the  company. 
    Jointly controlled entity  -  entity owned by various parties that 
                                  have a contractual arrangement 
                                  that establishes joint control over 
                                  the activities of the entity 
                                  and  whose accounts are consolidated 
                                  with those of the company using 
                                  the  proportionate consolidation 
                                  method/ the accounting method. 
    Investee                   -  Subsidiary or jointly controlled entity. 
    Related parties            -  As defined in IAS 24. 
 
 

NOTE 2:-SIGNIFICANT ACCOUNTING POLICIES

 

Basis of preparation of the financial statements:

 
     The consolidated financial statements of the 
     Group have been  prepared in accordance with 
     International Financial Reporting  Standards 
     ("IFRS"). These standards comprise: 
     1. International Financial Reporting Standards (IFRS). 
     2. International Accounting Standards (IAS). 
     3. Interpretations issued by the IFRIC and by the SIC. 
 
 

Further details of the Significant Accounting Policies are available in the full annual accounts on Dori Media's website at www.dorimedia.com.

 

NOTE 14:-TAXES ON INCOME

 
a.   Tax laws applicable to the Company: 
     In February 2008, the "Knesset" (Israeli 
     parliament) passed an  amendment 
     to the Income Tax (Inflationary Adjustments) 
     Law, 1985,  which limits 
     the scope of the law starting 2008 and thereafter.  Starting 2008, 
     the results for tax purposes will be measured in  nominal values, 
     excluding certain adjustments for changes 
     in the  Israeli CPI carried 
     out in the period up to 31 December 2007. The  amended law includes, 
     inter alia, the elimination of the  inflationary 
     additions and deductions 
     and the additional deduction  for depreciation starting 2008. 
b.   As part of the Group's reorganization, and in light of the 
     Amendment  of the Israeli Income Tax Ordinance in 2002, 
     the Company reached an  agreement with the Israeli Tax 
     Authorities, with respect to profits  derived by 
     YDI Inc. In principle, the agreement provided for reduced 
     taxation on the assessed assets of YDI Inc. In accordance 
     with this  agreement (dated 17 August 2003), YDI Inc.'s 
     business assets were  valued at approximately 
     US$ 15 million ("the Revaluated Assets").  Furthermore, it 
     was agreed that the Company will pay tax at the rate 
     of 7.5% of its share in the Revaluated Assets, amounting 
     to  approximately US$ 1 million which was charged 
     to expenses in 2003.  In addition, the agreement laid down 
     the transfer price to be  applied by the Company 
     on payments abroad with respect to the  merchandising 
     and the distribution of television series. 
     With respect to the taxation of profits 
     derived by DMI GmbH, DMI  GmbH 
     obtained a ruling from the cantonal tax authorities in Zurich. 
     Based on this ruling, income generated 
     from foreign sources is  subject 
     to a preferred tax rate of approximately 10.1% (overall tax 
     burden including federal, cantonal and communal corporate income tax 
     rate, calculated on net profit before taxes). Domestic income would 
     be subject to ordinary and full taxation for cantonal and communal 
     tax purposes, as well as for federal income tax purposes. 
c.   Taxes on income (tax benefit) included in 
     the statements of  comprehensive income: 
 
 
                                     Year ended 31 December 
                                     2008      2009      2010 
                                     US$ '000  US$ '000  US$ '000 
Continuing operations: 
Current taxes                        1,264     543       815 
Deferred taxes                       1,254     930       (293) 
Taxes in respect of previous years   (153)     196       10 
                                     2,365     1,669     532 
Discontinued operations: 
Current taxes                        -         -         - 
Deferred taxes                       (199)     (38)      - 
                                     (199)     (38)      532 
Total                                2,166     1,631     532 
 
 

d. Deferred taxes:

 

Significant components of the Group's deferred tax assets (liabilities) are as follows:

 
                Investments   Tax           Intangibleassets  Property      Others      Total 
                inproduction  loss                            andequipment 
                ofTV  series  carryforward 
                US$ '000      US$ '000      US$ '000          US$ '000      US$ '000    US$ '000 
Balance as      786           781           (282)             (646)         (16)        623 
of 1 
January 
2008 
Amounts         -             -             -                 -             28          28 
included 
in 
the statement 
of changes 
in equity 
Amounts         (113)         1,283         42                16            *) (2,283)  (1,055) 
included 
in 
statement 
of 
comprehensive 
income 
Currency        -             41            (9)               2             26          60 
translation 
differences 
Balance as      673           2,105         (249)             (628)         (2,245)     (344) 
of 31 
December 
2008 
Amounts         (26)          1,298         30                (13)          *) (2,219)  (930) 
included 
in 
statement 
of 
comprehensive 
income 
Deferred        -             (363)         -                 561           -           198 
taxes 
related 
to 
discontinued 
operations 
**) 
Currency        -             91            10                (4)           (166)       (69) 
translation 
differences 
Balance as      647           3,131         (209)             (84)          (4,630)     (1,145) 
of 31 
December 
2009 
Amounts         (150)         823           4                 41            (425)       293 
included 
in 
statement 
of 
comprehensive 
income 
Currency        -             119           (13)              (3)           (83)        20 
translation 
differences 
Balance as      497           4,073         (218)             (46)          (5,138)     (832) 
of 31 
December 
2010 
 
 

*) Mainly due to temporary differences arising on recognition of certain revenues and expenses for tax purposes on cash basis.

 

**) See Note 18.

 
e.   A reconciliation of theoretical tax expense assuming 
     all income is  taxed at the statutory rate 
     applicable to the income of companies in  Israel, 
     and the actual tax expense is as follows: 
 
 
                                               Year ended 31 December 
                                               2008      2009      2010 
                                               US$ '000  US$ '000  US$ '000 
Profit (loss) before taxes on income           5,755     1,006     (4,057) 
Provision at statutory rate - 27% (2008),      1,554     261       (1,014) 
26% (2009) and 25% (2010) 
Increase (decrease) in taxes resulting from: 
Losses for which deferred taxes were           (50)      (195)     - 
not recorded in prior years 
Non-deductible expenses                        244       252       40 
Different tax rates and changes in tax rates   628       1,203     1,805 
Taxes in respect of previous years             (153)     196       10 
Differences in measurement basis               -         -         (320) 
Other                                          142       (48)      11 
                                               2,365     1,669     532 
 
 
f.   Carryforward losses for tax purposes: 
     The carryforward losses for tax purposes as of 31 December 2010  amount to approximately US$ 30,000 thousand (2009 - US$ 18,500  thousand, 2008 - US$ 7,500 thousand) mainly in Switzerland and in  Israel. A deferred tax asset in respect of these losses is included  in the balance sheet. 
g.   Tax rates: 
     Israel 
     In July 2009, the Israeli Parliament (the Knesset) passed the  Economic Efficiency Law (Amended Legislation for Implementing the  Economic Plan for 2009 and 2010), which prescribes, among other  things, gradual reduction in the Israeli corporate tax rate starting  from 2011 to the following tax rates: 2011 - 24%, 2012 - 23%, 2013 -  22%, 2014 - 21%, 2015 - 20%, 2016 and thereafter - 1 8%. 
     Switzerland 
     See Note 14b 
h.   Tax assessments: 
     The Company and the investees have received final assessments or  assessments considered as final as detailed below: 
 
 
              Through the tax year 
The Company   2004 
Davka *)      2004 
Dar           2004 
Darset        2007 
Paran         2004 
 
 

The other investees have not yet been assessed since their inception.

 

*) In December 2005, the Company signed a merger agreement with Davka, pursuant to which Davka merged into the Company. In December 2006, an approval for the merger was received from the Israeli Tax Authorities. As part of the approval, certain limitations were imposed on utilizing the carry forward losses, ownership and operating Davka's assets.

 

NOTE 16:-EQUITY

 

a. The share capital is composed as follows:

 
                         As of 31 December 
                         2008        2009        2010 
                         Number of shares 
Authorized: 
Ordinary shares of NIS   40,000,000  40,000,000  40,000,000 
0.1 par value each 
 
 

Issued and fully paid:

 
Ordinary shares of NIS   23,141,727  27,388,072  27,388,072 
0.1 par value each 
 
 
b.   During 2008, the Company issued 141,000 Ordinary shares, upon the  exercise of options by directors, in accordance with the Dori Media  Group Ltd. 2004 Share Option Plan, for a total consideration of US$  130 thousand. 
     On 6 June 2009, the Company issued to an institutional investor  670,323 Ordinary shares and warrants to purchase up to 479,763  Ordinary shares at an exercise price of NIS 7 (US $ 1.85) per share  in consideration of GBP 670 thousand (approximately US $ 1,100  thousand). The warrants are exercisable until June 2014. 
     On 9 July 2009, the Company issued 1,757,840 Ordinary shares at  price GBP 0.52 per share through an open offer in consideration of GBP  914 thousand (approximately US$ 1,350 thousand) (net of issuance  expenses in the amount of US $ 150 thousand). 
     On 27 July 2009, the Company issued to an institutional investor  1,818,182 Ordinary shares and warrants to purchase up to 479,763  Ordinary shares at an exercise price of NIS 7 ( US $ 1.85) per share  in consideration of GBP 1,818 thousand (approximately US$ 3 million)  (net of issuance expenses in the amount of US $ 33 thousand). The  warrants are exercisable until June 2014. 
c.   Stock Option Plan: 
     In September 2004, the Company authorized a Stock Option Plan for  the issuance of options to purchase up to 2,000,000 Ordinary shares  of the Company. The options granted under this Plan to employees and  directors vest over periods of four and three years, respectively.  The options are granted with an exercise price denominated in NIS  and GBP and expire 10 years after the date of grant. The options to  employees and directors in Israel are granted under sections 102 and  3(i) of Israel's Income Tax Ordinance. 
     The weighted average fair value of options granted by the Company in  September 2004 under the 2004's share option plan was US$ 1.46 per  share and was estimated based on the following data and assumptions:  share price - US$ 2; exercise price - US$ 0.65; expected volatility  - 25.6%; risk-free interest rate 4.9%; expected dividends - 0%, and  expected average life of options - 3 years. 
     In 2005, the Company agreed to grant to the former CEO of DMI GmbH  options to purchase 50,000 Ordinary shares of the Company. The  options were subject to the achievement of certain profit targets. 
     50% of the options were granted after the publication of the 2006  annual audited financial statements, and vested (see also b). The  remaining options were forfeited in 2007 due to the termination of  employment of the CEO. 
     On 15 March 2007, the Company granted share options for the purchase  of 411,500 Ordinary shares to directors, officers and employees  under the Company's 2004 Share Option Plan. 
     The weighted average fair value of options granted by the Company in  March 2007 was US$ 1.74 per share and was estimated based on a  pricing model ("Binomial Model") and on the following data and  assumptions: share price - GBP 1.62 (US$3.3); exercise price - GBP  1.3933 (US$ 2.7); expected volatility - 47%; risk-free interest rate  4.9%; expected dividends - 0%, and expected average life of options  - 4 years. 
     On 22 August 2007, the Company granted to the CEO of DMA Inc options  to purchase 120,000 Ordinary shares of the Company. The options vest  in three tranches, with each tranche (amounting to 40,000 shares)  becoming exercisable provided that the sales targets for 2008, 2009  and 2010, as determined by the Company, are achieved. The options  are exercisable for a period of 10 years from the grant date. The  options were forfeited in 2009 due to the termination of the CEO of  DMA. 
     The weighted average fair value of options granted by the Company in  August 2007 was US$ 1.737 per share and was estimated based on a  pricing model ("Binomial Model") and on the following data and  assumptions: share price - GBP 1.6975 (US$ 3.38); exercise price - GBP  1.615 (US$ 3.216); expected volatility - 33%; risk-free interest  rate 5.03%; expected dividends - 0%, and expected average life of  options - 3 years. 
     Upon the acquisition of Paran in 2007 (see Note 22d), the Company  granted share options for the purchase of 75,000 Ordinary shares to  employees of Paran under the Company's 2004 Share Option Plan. 
     On 24 February 2008, the Company granted share options for the  purchase of 447,375 Ordinary shares to directors, officers,  employees and others under the Company's 2004 Share Option Plan. 
     The weighted average fair value of options granted by the Company in  February 2008 was US$ 1.91 per share and was estimated based on a  pricing model ("Binomial Model") and on the following data and  assumptions: share price - GBP 1.755 (US$3.45); exercise price - GBP  1.755 (US$ 3.45); expected volatility - 43.48%; risk-free interest  rate 4.7%; expected dividends - 0%, and expected average life of  options - 3 years. 
     In August 2008, the Company authorized an increase in the option  pool of 1,000,000 Ordinary shares of the Company. The Stock Option  Plan was further amended to include Restricted Share Unit (RSUS). 
     On 21 August 2008, the Company granted to a Senior Advisor of  Novebox (formerly: DMW) options to purchase 40,000 Ordinary shares  of the Company at an exercise price of GBP 1.035 (US$ 1.92). The  options granted vest in 4 tranches, with each tranche (amounting to  10,000 shares) under the Company's 2004 Share Option Plan. The  weighted average fair value of the options granted was US$ 1.2 per  share. The options are exercisable for a period of 10 years from the  grant date. 
     The following table illustrates the number and weighted average  exercise prices (WAEP) of, and movements in, share options during  the year: 
 
 
              Year ended 31 December 
              2008                   2009                   2010 
              Number     WAEP (US$)  Number     WAEP (US$)  Number     WAEP (US$) 
Outstanding   1,503,250  1.59        1,849,625  1.66        1,715,875  1.75 
at 
beginning 
of 
year 
Granted       487,375    3.27        -          -           -          - 
during 
the 
year 
Exercised     (141,000)  0.84        -          -           -          - 
during 
the year 
*) 
Forfeited     -          -           (133,750)  2.6         (49,700)   2.46 
during 
the 
year 
Outstanding   1,849,625  1.66        1,715,875  1.75        1,666,175  1.69 
at 
end of 
year 
Exercisable   1,389,499  1.41        1,226,021  1.38        1,455,863  1.55 
at 
end of 
year 
 
 

*) The weighted average share price at the date of exercise in 2008 was GBP 1.584.

 

d. Convertible loans - see Note 13.

 
e.   Nature and purpose of other reserves: 
     1.  Asset revaluation surplus: 
         The asset revaluation surplus reflects the increase in the fair  value of the identifiable net assets of the Company's interests in  entities prior to the acquisition of the controlling interest. 
     2.  Foreign currency translation reserve: 
         The foreign currency translation reserve is used to record exchange  rate differences arising from the translation to the U.S. dollar of  the financial statements of those companies in the Group whose  functional currency is not the U.S. dollar. 
 
 

NOTE 17:-SUPPLEMENTARY INFORMATION TO THE STATEMENTS OF COMPREHENSIVE INCOME

 
                               Year ended 31 December 
                               2008      2009      2010 
                               US$ '000  US$ '000  US$ '000 
a.   Revenues: 
     Rights in TV series (*)   20,355    13,795    12,716 
     Broadcasting TV channels  29,726    34,402    33,795 
     Internet website          -         -         42 
     Other                     346       519       470 
                               50,427    48,716    47,023 
 
 

(*) Includes contract revenues from TV series in the amount of US$ 5,210 thousand and US $ 6,155 thousand in 2009 and 2010, respectively.

 
                                         Year ended 31 December 
                                         2008      2009      2010 
                                         US$ '000  US$ '000  US$ '000 
b.   Cost of revenues: 
     Rights in TV series                 5,658     7,839     9,975 
     Broadcasting TV channels            21,411    23,078    22,103 
     Internet website                    180       1,375     1,200 
     Other                               619       1,056     2,323 
                                         27,868    33,348    35,601 
     *) Included in cost of revenues: 
     Amortization                        22,203    24,108    27,364 
c.   Selling and marketing expenses: 
     Advertising and marketing expenses  3,765     2,693     1,970 
     Commissions                         1,061     630       1,112 
                                         4,826     3,323     3,082 
 
 
                                             Year ended 31 December 
                                             2008      2009      2010 
                                             US$ '000  US$ '000  US$ '000 
d.   General and administrative expenses: 
     Salaries and related benefits           4,492     4,061     4,165 
     Management fees to related              2,100     1,925     1,682 
     parties and others 
     Rental fees and maintenance of offices  1,453     1,513     1,501 
     Professional fees                       1,692     1,291     1,452 
     Depreciation and amortization           399       508       382 
     Doubtful accounts and bad debts         -         203       1,493 
     Travel expenses                         457       339       265 
     Others                                  570       561       640 
                                             11,163    10,401    11,580 
e.   Financial expenses, net: 
     Bank loans and overdrafts               682       673       740 
     Income from deposits                    (3)       -         - 
     Other                                   143       (35)      77 
                                             822       638       817 
 
 

NOTE 18:-DISCONTINUED OPERATIONS

 

On December 29, 2009, the Company signed an agreement to sell its 50% interest in DMCS, which operated TV production studios in Argentina, for US$ 850 thousand to the other 50% shareholder of DMCS and to another party. The sale was subject to approval by the Labor Ministry of Argentina, which approval was received in January 2010.

 

In accordance with IFRS 5, the assets and liabilities of DMCS were presented as assets and liabilities held for sale in the consolidated balance sheet, as of 31 December 2009.

 

The operating results of DMCS were presented as discontinued operations in the consolidated statement of comprehensive income for 2009 and 2008.

 

Composition of income and expenses related to discontinued operations:

 
                                      Year ended 31 December 
                                      2008      2009      2010 
                                      US$'000   US$'000   US$'000 
Revenues                              599       176       - 
Cost of revenues                      (128)     (17)      - 
Operating expenses                    *) (211)  *) (123)  - 
Financial expenses, net               (10)      -         - 
Profit before tax                     250       36        - 
Tax benefit                           199       -         - 
Profit from discontinued operations   449       36        - 
Impairment of goodwill recognized     -         (836)     - 
on remeasurement to fair value 
Selling expenses                      -         (22)      - 
Tax benefit                           -         38        - 
Total profit (loss) from              449       (784)     - 
discontinued operations 
 
 

*) Includes depreciation in the amount of US $ 90 thousand.

 

Composition of main groups of assets and liabilities held for sale as of 31 December 2009:

 
                                      December 31, 2009 
                                      US$'000 
Cash and cash equivalents             8 
Trade and other current receivables   230 
Property and equipment, net           2,392 
Total assets                          2,630 
Trade and other payables              1,048 
Other long-term liabilities           371 
Deferred tax                          361 
Total liabilities                     1,780 
 
 

Composition of the net cash flows related to discontinued operations:

 
                                              Year ended 31 December 
                                              2008     2009     2010 
                                              US$'000  US$'000  US$'000 
Net cash flows from operating activities      (54)     923      - 
Net cash flows from financing activities      39       (956)    - 
Net cash flows from discontinued operations   (15)     (33)     - 
 
 

NOTE 19:-EARNINGS PER SHARE

 

The following reflects the income and share data used in the basic and diluted earnings per share computations:

 
                                         Year ended 31 December 
                                         2008        2009        2010 
                                         US$ '000    US$ '000    US$ '000 
Profit (loss) for the year               2,754       (1,809)     (5,421) 
from continuing operations 
attributable 
to equity holders of the parent 
for basic  earnings per share 
Profit import of assumed conversion      -           -           - 
of convertible debt 
Profit (loss) for the year               2,754       (1,809)     (5,421) 
from continuing operations 
attributable 
to equity holders of the parent for 
diluted  earnings per share 
Profit (loss) for the year from          449         (784)       - 
discontinued operations 
attributable to 
equity holders of the parent for basic 
and  diluted earnings per share 
Weighted average number                  23,099,928  25,154,096  27,388,072 
of Ordinary shares for 
basic  earnings per share 
Effect of dilution: 
Share options                            467,201     -           - 
Convertible loans                        -           -           - 
Adjusted weighted average                23,567,129  25,154,096  27,388,072 
number of Ordinary 
shares for  diluted earnings per share 
 
 

Share options and convertible debt have not been included in the calculation of diluted earning per share in 2009 and 2010 because they are anti diluted.

 

NOTE 24:-SEGMENT INFORMATION

 
a.   General: 
     1.  The Group companies operate in three principal business segments:  production, sale and distribution of TV series, broadcasting of TV  channels and Commercial internet platform. 
     2.  The segment's assets include all the operating assets which are used  by the segment and are composed mainly of cash and cash equivalents,  trade and other receivables, equipment and other assets. Most of the  assets are attributed to a specific segment. 
     3.  The segment's liabilities include all the operating liabilities that  derive from the operating activities of the segment and are composed  mainly of trade payables and other accounts payable. The segment's  assets and liabilities do not include taxes on income. 
     4.  As described in Note 18, in 2009 the Company signed an agreement to  sell its 50% interest in DMCS. In prior years the results of DMCS  which are presented as discontinued operations in the statement of  comprehensive income, are included in the segment disclosures. 
 
 
                        Year ended 31 December 2008 
                        Rights ofTV series  Broadcastingof TVchannels  Commercialinternetplatform  Other     Adjustments  Totalconsolidated 
                        US$ '000            US$ '000                   US$ '000                    US$ '000  US$ '000     US$ '000 
Revenues: 
Sales to external       20,355              29,726                     -                           945       (599)        50,427 
customers 
Inter-segment sales     513                 -                          -                           3,168     (3,681)      - 
Totalrevenues           20,868              29,726                     -                           4,113     (4,280)      50,427 
Segment results         5,354               4,583                      (502)                       700       (2,058)      8,077 
Unallocated expenses                                                                                                      (1,507) 
Operating profit                                                                                                          6,570 
Financial expenses,                                                                                                       822 
net 
Other income, net                                                                                                         (7) 
Taxes on income                                                                                                           2,365 
Profit for the                                                                                                            3,390 
year from 
continuing operations 
Assets 
and liabilities: 
Segment assets          44,886              16,827                     2,009                       4,650                  68,372 
Unallocated assets                                                                                                        5,199 
Totalassets                                                                                                               73,571 
Segment liabilities     14,542              9,104                      260                         1,118                  25,024 
Unallocated                                                                                                               5,835 
liabilities 
Totalliabilities                                                                                                          30,859 
Other segment 
information: 
Capital expenditure: 
Tangible fixed assets   418                 335                        -                           170                    923 
Intangible assets       13,051              20,485                     1,340                       -                      34,876 
Depreciation and        321                 305                        -                           168                    794 
impairment 
Amortization and        4,251               17,580                     67                          -                      21,898 
impairment 
 
 
                         Year ended 31 December 2009 
                         Rights ofTV series  Broadcastingof TVchannels  Commercialinternetplatform  Other     Adjustments  Totalconsolidated 
                         US$ '000            US$ '000                   US$ '000                    US$ '000  US$ '000     US$ '000 
Revenues: 
Sales to external        13,795              34,402                     -                           695       (176)        48,716 
customers 
Inter-segment sales      94                  -                          -                           3,036     (3,130)      - 
Totalrevenues            13,889              34,402                     -                           3,731     (3,306)      48,716 
Segment results          145                 4,343                      (2,280)                     338       (58)         2,488 
Unallocated expenses                                                                                                       (844) 
Operating profit                                                                                                           1,644 
Financial expenses,                                                                                                        638 
net 
Other income, net                                                                                                          - 
Taxes on income                                                                                                            1,669 
Loss for the year from                                                                                                     (663) 
continuing operations 
Assets 
and liabilities: 
Segment assets           47,049              20,937                     1,795                       3,527                  73,308 
Unallocated assets                                                                                                         5,434 
Totalassets                                                                                                                78,742 
Segment liabilities      8,235               12,151                     89                          3,208                  23,683 
Unallocated                                                                                                                8,660 
liabilities 
Totalliabilities                                                                                                           32,343 
Other segment 
information: 
Capital expenditure: 
Tangible fixed assets    147                 118                        -                           59                     324 
Intangible assets        13,221              18,321                     -                           -                      31,542 
Depreciation and         304                 282                        -                           166                    752 
impairment 
Amortization and         7,368               16,186                     400                         836                    24,790 
impairment 
 
 
                         Year ended 31 December 2010 
                         Rights ofTV series  Broadcastingof TVchannels  Commercialinternetplatform  Other     Adjustments  Totalconsolidated 
                         US$ '000            US$ '000                   US$ '000                    US$ '000  US$ '000     US$ '000 
Revenues: 
Sales to external        12,716              33,795                     42                          470       -            47,023 
customers 
Inter-segment sales      38                  -                          -                           2,439     (2,477)      - 
Totalrevenues            12,754              33,795                     42                          2,909     (2,477)      47,023 
Segment results          (3,348)             3,387                      (2,096)                     177       (312)        (2,192) 
Unallocated expenses                                                                                                       (1,048) 
Operating profit                                                                                                           (3,240) 
Financial expenses,                                                                                                        817 
net 
Other income, net                                                                                                          - 
Taxes on income                                                                                                            (532) 
Profit for the year                                                                                                        (4,589) 
Loss for the year from                                                                                                     (4,589) 
continuing operations 
Assets 
and liabilities: 
Segment assets           45,827              21,427                     3,003                       1,145                  71,402 
Unallocated assets                                                                                                         7,013 
Totalassets                                                                                                                78,415 
Segment liabilities      (9,858)             (15,486)                   (247)                       (708)                  (26,299) 
Unallocated                                                                                                                (10,357) 
liabilities 
Totalliabilities                                                                                                           (36,656) 
Other segment 
information: 
Capital expenditure: 
Tangible fixed assets    230                 75                         -                           117                    422 
Intangible assets        8,254               17,089                     -                           21                     25,364 
Depreciation and         204                 332                        -                           195                    731 
impairment 
Amortization and         9,666               17,050                     400                         -                      27,116 
impairment 
 
 
c.   Geographic information: 
     The following tables present revenues from external 0. 
     customers and  non-current assets, 
     based on geographical areas, for the years 
     ended  31 December 2008, 2009 and 201 
 
 
Year ended 31       Israel    Europe    CentralandSouthAmerica  Asia      Other     2008Total 
December 2008       US$ '000  US$ '000  US$ '000                US$ '000  US$ '000  US$ '000 
Sales to external   31,099    7,390     6,632                   4,470     836       50,427 
customers 
 
 
                     Israel    Switzerland  Argentina  Other     2008Total 
                     US$ '000  US$ '000     US$ '000   US$ '000  US$ '000 
Non-current assets   13,993    23,818       7,400      258       45,469 
 
 
Year ended 31       Israel    Europe    CentralandSouthAmerica  Asia      Other     2009Total 
December 2009       US$ '000  US$ '000  US$ '000                US$ '000  US$ '000  US$ '000 
Sales to external   38,468    2,747     2,725                   4,446     330       48,716 
customers 
 
 
                     Israel    Switzerland  Argentina  Other     2009Total 
                     US$ '000  US$ '000     US$ '000   US$ '000  US$ '000 
Non-current assets   16,767    29,109       541        231       46,648 
 
 

NOTE 24:-SEGMENT INFORMATION (Cont.)

 
Year ended 31       Israel    Europe    CentralandSouthAmerica  Asia      Other     2010Total 
December 2010       US$ '000  US$ '000  US$ '000                US$ '000  US$ '000  US$ '000 
Sales to external   35,283    3,633     2,324                   5,239     544       47,023 
customers 
 
 
                     Israel    Switzerland  Argentina  Other     2010Total 
                     US$ '000  US$ '000     US$ '000   US$ '000  US$ '000 
Non-current assets   19,216    25,267       1,148      206       45,837 
 
 

Non-current assets include net investments in rights of television series, intangible assets, property and equipment and other long-term assets.

 

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