Crossrider plc Annual Report and Accounts 2016
Digital Distribution Platform Crossrider plc 
Annual Report and Accounts 2016  Crossrider is an online distribution and 
digital product company. The Company 
provides best-in-class internet security 
products. Crossrider’s vision is to deliver 
its customers digital goods which provide 
a private, secure and superior online 
experience.
Contents
Strategic report
Highlights 01
Chairman’s statement 02
Chief Executive Officer’s review 04
Chief Financial Officer’s review 07
Principal risks and uncertainties 10
Governance
Corporate governance 12
Board of Directors 14
Remuneration Committee report 16
Directors’ report 18
Directors’ responsibility statement 20
Financials
Independent auditor’s report to  
the members of Crossrider plc 21
Consolidated statement of  
comprehensive income 22
Consolidated statement of  
financial position 23
Consolidated statement of changes  
in equity 24
Consolidated statement of cash flows 25
Notes to the consolidated  
financial statements 26
Shareholder information and advisers IBC
See more online at 
investors.crossrider.com  
01
 Crossrider plc  
Annual Report and Accounts 2016
STRATEGIC  
REPORT
CORPORATE 
GOVERNANCE 
FINANCIAL  
STATEMENTS
Highlights  
2016
 › Completed 
restructuring – 
realising $2m in 
annualised savings 
 › Refocused the 
business to 
establish two 
core segments: 
Media and App 
Distribution
 › Acquisition of 
DriverAgent to 
expand product 
offering
 › Significant progress 
made against our 
strategic plan
$72.1 m
Cash and cash equivalents
$56.5m
Revenue
1 23%
Conversion of  
Adjusted EBITDA
$6.4m
Adjusted EBITDA
$7 .9m
Adjusted cash from 
operations 02
Crossrider plc  
Annual Report and Accounts 2016  
Chairman’s  
statement
2016 has been a year of both change 
and progress for Crossrider. In June, we 
commenced a major restructuring to 
streamline our business and simplify our 
reporting structure going forward. The 
Company’s restructuring has resulted 
in achieving significant cost reductions 
and enabled us to pursue a new strategic 
direction, focused on expanding 
our digital distribution platform.
Strengthening the Board
In May of this year, Crossrider announced 
the appointment of Ido Erlichman as 
Chief Executive Officer (‘CEO’). Ido’s 
appointment has been pivotal in reshaping 
our business as we transition from a pure 
ad-tech business to a leading software 
and digital distribution platform.
Ido has in-depth understanding of the 
market in which we operate and brings 
significant experience in the technology 
sector garnered through roles in private 
equity, consulting and finance and past 
experience in his previous CEO role 
with turning around Visual DNA.
Don Elgie
Non-Executive Chairman
2016 has been a year of both change and progress for Crossrider . 
In June, we commenced a major restructuring to streamline our business 
and simplify our reporting structure going forward. The Company’s 
restructuring has resulted in achieving significant cost reductions and 
enabled us to pursue a new strategic direction, focused on expanding  
our digital distribution platform.
Additionally, Crossrider has appointed 
Moran Laufer as Chief Financial 
Officer (‘CFO’). Moran has been a key 
member of the finance team since 
2012 and successfully supported 
the Group’s admission to AIM.
In the short space of seven months, 
our management team has already been 
able to implement significant strategic 
change and we believe it is a very exciting 
time in the Company’s transformation.
720,000
Paying customers   
03
 Crossrider plc  
Annual Report and Accounts 2016
STRATEGIC  
REPORT
CORPORATE 
GOVERNANCE 
FINANCIAL  
STATEMENTS
New strategic direction
The strategic overhaul of Crossrider 
has resulted in stable growth in our 
areas of focus – the App Distribution 
Division and the Media Division. Since the 
beginning of 2016 we have been winding 
down our operations in the Web Apps 
vertical and management is now solely 
focused on our two core divisions.
Crossrider anticipated a decline in the  
Web Apps sector due to changes in the 
market environment. As a result, the 
Company shifted its focus away from the 
Web Apps sector in the period, including 
the browser extension platform, which 
has been outsourced through a licensing 
agreement since January 2016. We expect 
the year to 31 December 2017 to be the 
last year of reporting for this segment.
Foundation for growth
Crossrider continues to capitalise on 
opportunities consistent with our strategic 
vision and is confident in the Company’s 
ability to accelerate the growth trajectory 
of its digital distribution platform, 
particularly through acquisitions.
The Company’s expansion in this sector 
started successfully with the acquisition of 
DriverAgent in October. Crossrider has now 
completed the integration of DriverAgent 
and anticipates its contribution to revenue 
and earnings to materialise in the coming 
year. Importantly, this acquisition has 
proven the efficacy of our platform. The 
Board expects to deliver further growth 
in this division through larger synergistic 
acquisitions in the coming year.
We now feel we have a solid foundation 
in place from which we can drive future 
growth and continue to strengthen 
and expand the business.
The significant progress made by the Group 
in the course of the year would not have 
been possible without the talented and 
dedicated Crossrider team who continue to 
be key in executing on our strategic plan.
Don Elgie
Non-Executive Chairman
13 March 2017
28.3% 
Segment margins  04
Crossrider plc  
Annual Report and Accounts 2016  
Chief Executive  
Officer’s review
2016 has been a transformational 
year for Crossrider, during which the 
Company has successfully executed a 
three-step strategic plan to reposition 
the business as a leading software 
and digital distribution platform.
Having restructured the business, the 
Board believes the Company is now ideally 
placed to capitalise on opportunities to 
grow organically through investment in our 
in-house capabilities and through selective 
acquisitions. The Group’s reshaped 
operations are focused on combining 
our strong digital media capabilities 
with our growing digital product 
platform, with a particular emphasis 
on serving the cyber security arena.
In the course of the year, management’s 
primary challenge was to restructure 
and strengthen the Company’s core 
operations and we are pleased to report 
that we have been able to achieve 
$2.0 milllion in annualised savings as a 
result of this process and, in addition, 
establish two core business divisions 
– App Distribution and Media.
Secondly, management was focused on 
achieving organic growth in these core 
divisions and we are delighted that our 
App Distribution segment has achieved 
20 per cent growth in the period while 
our Media division has remained stable.
The third component of our strategy 
was to lay the foundations for future 
expansion through bolt-on and strategic 
acquisitions, building on our existing 
and refined business model. We have 
successfully executed on this, announcing 
in October the highly synergistic 
acquisition of DriverAgent, a leading 
device driver search and update service, 
and we continue to actively assess 
acquisition opportunities in 2017.
We have also taken further steps to 
strengthen our cash-generative activities, 
improving working capital discipline 
while still providing quality service to 
all of our customers and partners, 
which has resulted in an increase in 
the cash generated from operations.
All of the initiatives that have been 
implemented are in support of our 
strategic decision to expand our 
existing digital distribution platform 
and extend our product offering, 
particularly in the cyber security space.
2016 has been a transformational year for Crossrider, during which the 
Company has successfully executed a three-step strategic plan to reposition 
the business as a leading software and digital distribution platform.
Ido Erlichman
Chief Executive Officer
Evolving our business model to  
an online distribution and product hub
Leveraging tech 
capabilities
Strong technology Online products Online distribution Online digital product 
distribution company
Using distribution 
capabilities
Expanding product 
portfolio  
05
 Crossrider plc  
Annual Report and Accounts 2016
STRATEGIC  
REPORT
CORPORATE 
GOVERNANCE 
FINANCIAL  
STATEMENTS
App Distribution
App distribution product hub,  
generating revenues from end users 
purchasing digital products online
In the App Distribution division we 
are now offering two main products: 
Reimage computer repair software 
and service, and the DriverAgent driver 
repair software and service. We have 
720,000 paying subscribers around 
the world. Our top three markets 
are the US, UK and Germany.
In the last year we have strengthened our 
platform so it now provides an unrivalled 
and enhanced customer experience 
and lifetime value, further improving our 
customer service metrics. We believe 
that this provides us with a competitive 
advantage in the marketplace and a strong 
foundation from which to expand both our 
product offering and geographic reach.
In addition, we now have better control 
over our distribution, as we have initiated 
the process of bringing our customer 
service in-house, which allows us to 
improve the quality of our processes. We 
have also bolstered our in-house media 
buying capabilities enabling us to diversify 
our media sources, resulting in increased 
traffic volume, quality and market share. 
We expect these changes to extend 
customer lifetime value, enable margin 
consolidation and improve customer 
retention, thereby increasing profitability.
In October, we announced the acquisition 
of DriverAgent, which is designed for use 
with desktop computers, tablets and mobile 
devices, to identify outdated drivers. This 
acquisition was highly complementary 
to our existing App Distribution hub and 
is now fully integrated into the Group.
The DriverAgent acquisition demonstrates 
our progress in successfully expanding our 
portfolio through our digital product hub 
and we continue to look to expand this 
vertical, predominantly through acquisition 
and third-party strategic partnerships.
Commenced the execution  
of our M&A strategy
Business model 
transformation
Larger strategic 
M&A
Smaller bolt-on M&A 
e.g. DriverAgent
• Portfolio of products
• User base
• Products to expand 
the portfolio
• Technology supporting the 
distribution funnel
• Immediate earnings
• Strong growth trajectory
• Scale
• Add immediate value
• Tactical deals to enhance 
organic growth
M&A is vital to achieve critical scale 06
Crossrider plc  
Annual Report and Accounts 2016  
Chief Executive Officer’s review 
continued
“The acquisition of  
the DriverAgent was 
highly complementary 
to our existing App 
Distribution platform”
Media
Marketing technology platforms and ad 
agency activities, generating revenue 
through agreements with media partners
In the Media division we work with 
companies primarily in Europe and provide 
them with end-to-end media and advertising 
technologies services. These include media 
buying, ad agency technologies and services 
and ad serving technologies as well as 
programmatic video buying capabilities.
In this division, we have expanded 
our foothold in the evolving media and 
advertising space by leveraging our strong 
mobile capabilities. We have successfully 
entered new markets and broadened 
our current offering into the native, social 
and content distribution channels.
We continue to develop our advertising 
technologies and supporting tools 
to address the constantly evolving 
marketplace and ensure we optimise 
our technologies for our media buying 
services. This is all consistent with our 
Company-wide strategy to maintain 
best-in-class online distribution 
funnels for our digital products.
Current trading and outlook
This year we have made significant 
progress in the turnaround of the 
business, reducing our cost base and 
realigning our strategic priorities. We 
believe these significant changes have 
repositioned the Company, enabling us to 
complete the turnaround and grow our 
core divisions in the medium-term. The full 
impact of the turnaround and subsequent 
benefits will be realised in the coming year.
In 2017, while we will continue to drive 
organic growth opportunities, we will also 
focus on strategic acquisitions designed to 
broaden our exposure to SaaS revenues, 
mainly in the cyber security vertical. 
We are currently exploring the viability 
of a number of companies, evaluating 
them along the following criteria:
 › Sizeable and growing user base
 › Recurring revenue sales model
 › Strong technological team
 › Ability to deliver strong synergies with 
both the Group’s media capabilities and 
digital distribution platform
We have made a strong start to 2017 and 
will continue to drive profitability and 
long-term future growth for the Group.
Ido Erlichman
Chief Executive Officer
13 March 2017  
07
 Crossrider plc  
Annual Report and Accounts 2016
STRATEGIC  
REPORT
CORPORATE 
GOVERNANCE 
FINANCIAL  
STATEMENTS
Chief Financial  
Officer’s review
Overview
Revenue in the year to 31 December 2016 decreased to $56.5 million (2015: $84.6 million) 
and Adjusted EBITDA to $6.4 million (2015: $10.1 million). The decrease is attributable to 
the Board’s decision to cease investment in the Web Apps platform and outsource its 
monetisation to a third party. Excluding the Web Apps segment, revenue at $52.0 million 
is lower in comparison to $57.6 million in 2015. However, segment results have significantly 
increased, at $14.7 million (2015: $12.9 million) and margins have also increased at 
28.3 per cent (2015: 22.4 per cent).
Crossrider remains a highly cash-generative business, with an increase of $1 million in 
cash generated from operations after adjusting for one-off non-recurring items of $7.9 
million (2015: $6.9 million). This represents adjusted cash conversion of 123 per cent, 
compared to 69 per cent in 2015. The Group’s balance sheet remains strong with cash 
of $72.1 million at 31 December 2016 (31 December 2015: $71.3 million) and no debt.
During the period, the Group went through a major restructuring, resulting in changes 
to its management reporting system and now operates three reportable segments:
 › App Distribution – comprising the Group’s desktop app distribution platform;
 › Media – comprising the Group’s marketing technology platforms and ad network 
activities; and
 › Web Apps and License – comprising revenue generated from licensing the Web Apps 
monetisation platform and associated technology.
Consequently, the previous period segmental results have been restated. The results of 
these segments are set out below.
Segment result
Revenue Segment result
2016
$’000
Restated 
2015
$’000
2016
$’000
Restated 
2015
$’000
App Distribution 38,241 37,229 11,267 9,414
Media 13,783 20,426 3,480 3,499
Web Apps and License 4,508 26,980 4,508 13,611
Revenue 56,532 84,635 19,255 26,524
The segment result has been calculated using revenue less costs directly attributable to 
that segment. Cost of sales comprises commissions paid to publishers and payment 
processing fees. Direct sales and marketing costs comprise traffic acquisition costs.
Crossrider remains highly cash-generative. During the 
period, App Distribution improved in margins significantly.
Moran Laufer
Chief Financial Officer 08
Crossrider plc  
Annual Report and Accounts 2016  
Chief Financial Officer’s review
continued
App Distribution
2016
$’000
2015
$’000
Revenue 38,241 37,229
Cost of sales (2,360) (1,854)
Direct sales and marketing costs (24,614) (25,961)
Segment result 11,267 9,414
Segment margin 29.5 25.3
During the period, App Distribution improved in margins 
significantly, reaching 29.5 per cent compared to 25.3 per cent in 
the comparable period, resulting in a $1.9 million increase in the 
segment result. This represents a 20 per cent uplift. The margin 
improvement is attributable to two main drivers: improved media 
buying efficiency resulting in better traffic quality as well as user 
targeting and secondly, an improvement in customer retention 
and upselling to existing customers.
In October 2016, Crossrider completed the acquisition of 
DriverAgent, a driver repair and update software product, for a 
consideration of $1.2 million.
Media
2016
$’000
2015
$’000
Revenue 13,783 20,426
Direct sales and marketing costs (10,303) (16,927)
Segment result 3,480 3,499
Segment margin % 25.25 17.13
In the Media division, revenues have decreased by 32.5 per cent 
and segment results have remained stable compared to 2015.  
The decrease in revenues is attributable to two low margin 
contracts with high working capital requirements that were signed 
in the fourth quarter of 2015 and terminated in 2016 to improve 
cash flow and decrease risk. If these contracts were to be excluded 
the segment results would have shown an increase of circa  
11.9 per cent from a base of $3.1 million in 2015. This increase is 
attributable to an expansion in new territories and verticals, mainly 
mobile app distribution.
Web Apps and License
2016
$’000
2015
$’000
Revenue 4,508 26,980
Cost of sales – (5,534)
Direct sales and marketing costs – (7,835)
Segment result 4,508 13,611
Segment margin % 100 50.45
At the beginning of 2016, the board decided to outsource the 
monetisation of its Web Apps platform to a third party. In light of 
this shift in this part of the Group’s business model the Group 
ceased its media acquisition in this segment. Revenue in the 
period is comprised of consideration for license of the platform 
and its associated technology. The year to 31 December 2017 is 
expected to be the last year of reporting for this segment as the 
technology license contracts are expiring on September 2017.
Adjusted EBITDA
Adjusted EBITDA for the year to 31 December 2016 was 
$6.4 million (2015: $10.1 million). Adjusted EBITDA is a non-GAAP 
Company-specific measure which is considered to be a key 
performance indicator for the Group’s financial performance. It 
excludes share-based payment charges and expenses which are 
considered to be one-off and non-recurring in nature and are 
excluded from the following analysis:
2016
$’000
2015
$’000
Revenue 56,532 84,635
Cost of sales (2,360) (7,388)
Direct sales and marketing costs (34,917) (50,723)
Segment result 19,255 26,524
Indirect sales and marketing costs (4,265) (3,016)
Research and development costs (1,299) (2,539)
Management, general and administrative 
costs (7,278) (10,905)
Adjusted EBITDA 6,413 10,064
Operating loss
A reconciliation of Adjusted EBITDA to operating loss is provided 
as follows:
2016
$’000
2015
$’000
Adjusted EBITDA 6,413 10,064
Employee share-based payment charge (716) (3,407)
Exceptional and non-recurring costs (862) (1,957)
Depreciation and amortisation (9,884) (9,370)
Impairment of intangible assets (4,683) (9,132)
Operating loss (9,732) (13,802)
Exceptional and non-recurring costs in FY2016 comprised 
non-recurring staff restructuring costs of $0.6 million and a $0.3 
million one-time onerous contract written-off in the period. The 
decrease in the employee share-based payment charge is due to 
reversal of charges from previous periods for employees that left 
the Company during the year.  
09
 Crossrider plc  
Annual Report and Accounts 2016
STRATEGIC  
REPORT
CORPORATE 
GOVERNANCE 
FINANCIAL  
STATEMENTS
Impairment of intangible assets
The intangible assets related to the acquisition of the Definiti ad 
network in 2014 are allocated to the Group’s Media segment and 
are considered to be a separate cash generating unit (‘CGU’) for the 
purpose of assessing carrying values. Following regulatory changes 
in the mobile subscription vertical in which Definiti operates, 
management now forecasts modest growth in advertising volumes 
from the Definiti ad network over the coming years. The carried 
value of the intangible assets of the Definiti ad network CGU have 
therefore been reassessed, resulting in a goodwill impairment of 
$4.7 million being recognised in the year (2015: $nil).
Loss before tax
Loss before tax was $10.0 million (2015: $14.7 million).
Loss after tax
Loss after tax was $10.7 million (2015: $17.6 million). The tax charge 
derives mainly from Group subsidiaries, residual profits. The Group 
continues to recognise a deferred tax asset of $0.2 million (2015: 
$0.7 million) in respect of tax losses accumulated in previous years.
Cash flow
2016
$’000
2015
$’000
Cash flow from operations 5,922 5,910
Exceptional and non-recurring costs 1,951 995
Adjusted cash flow from operations 7,873 6,905
% of Adjusted EBITDA 123% 69%
Cash flow from operations was strong at $7.9 million (2015: 
$5.9 million). Adjusted cash flows from operations after adding 
back acquisition payments treated as remuneration and payments 
that are one-off in nature, was $7.9 million; this represents an 
improvement in cash conversion to 123 per cent of Adjusted 
EBITDA, from 69 per cent in 2015.
Tax paid in the period was $0.9 million (2015: $1.8 million).
Cash spent in the period on capital expenditure of $0.8 million 
(2015: $1.8 million) mainly comprises capitalised development 
costs and purchase of fixed assets. Cash payments in respect 
of previous acquisitions totalled $1.4 million (2015: $1.4 million). 
The Company paid $0.9 million (2015: $0.1 million) in respect of  
the acquisition of the DriverAgent software business. As a result, 
net cash outflow from investing activities was $3.0 million (2015: 
$3.2 million).
The share buy-back programme, announced in November 2015, 
was completed in January 2016, returning $1.0 million to 
shareholders in 2016 (2015: $5.1 million).
Financial position
At 31 December 2016, the Group had cash of $72.1 million 
(31 December 2015: $71.3 million), had net assets of $80.5 
million (31 December 2015: $91.5million) and is debt free.  
At 31 December 2016, trade receivables were $5.6 million 
(31 December 2015: $13.0 million) which represented 44 days 
outstanding (31 December 2015: 52 days).
Moran Laufer
Chief Financial Officer
13 March 2017 10
Crossrider plc  
Annual Report and Accounts 2016  
Principal risks  
and uncertainties
Risks Background Mitigating controls
Regulatory, legislative or 
self-regulatory developments 
regarding internet privacy 
matters could adversely 
affect the Group’s ability 
to conduct its business.
International regulatory bodies are increasingly focused 
on online privacy issues and, in particular, on online 
advertising activities that use cookies and other online 
tools to track users. Certain internet browsers, such as 
Safari, automatically block cookies, and users are also 
able to adjust their internet browser settings to block or 
delete cookies. In addition, many jurisdictions have also 
begun to implement legislation requiring advertisers 
and digital media sources to allow users to set their 
cookie preferences independently of such settings.
 › All the information that the Group 
obtains regarding users and their 
profiling is information that may 
correspond to a particular person, 
account or profile, but does not identify, 
allow contact or enable Crossrider 
to locate the person to whom such 
information pertains. As a consequence, 
the Group is not regulated by any 
regulator or subject to any regulatory 
approval for its day-to-day operations.
 › While not externally regulated, 
the Group adheres to a strict set of 
controls with its partners. Partners, 
developers, publishers and advertisers 
are required to comply with these 
contractually-imposed controls, 
which have been jointly created by 
the Group and its legal advisers.
Large and established 
internet, antivirus and 
technology companies may 
be able to significantly impair 
the Group’s ability to operate.
Large and established internet, antivirus and 
technology companies such as Adobe Systems 
Incorporated, Symantec Corporation, Amazon.com, 
Inc. (‘Amazon’), AOL Inc., Apple, eBay Inc., Facebook, 
Inc. (‘Facebook’), Google, Microsoft and Yahoo! Inc. 
may have the power to significantly change the very 
nature of the app distribution and internet display 
advertising marketplace; these changes could materially 
disadvantage the Group. For example, Amazon, Apple, 
Facebook, Google and Microsoft have substantial 
resources and control a significant share of widely 
adopted industry platforms such as web browsers, 
mobile operating systems and advertising exchanges 
and networks. Changes to their web browsers, mobile 
operating systems, platforms, exchanges, networks or 
other products or services could be significantly harmful 
to the Group’s business. Such companies could also 
seek to replicate all or parts of the Group’s business.
 › The Group actively monitors the 
developments of the large and 
established internet, antivirus and 
technology companies to identify 
any threats that may impair the 
Group’s ability to operate.
There are a number of potential risks and uncertainties 
that could have a material impact on the Group’s long-
term performance and could cause results to differ 
materially from expected and historical results. The risks 
to which the business is exposed are set out below:  
11
 Crossrider plc  
Annual Report and Accounts 2016
STRATEGIC  
REPORT
CORPORATE 
GOVERNANCE 
FINANCIAL  
STATEMENTS
Risks Background Mitigating controls
If the Group fails to innovate 
and respond effectively 
to rapidly changing 
technology, the Group’s 
solution may become less 
competitive or obsolete.
To remain competitive, the Group’s future success 
will depend on its ability to continuously enhance 
and improve its solutions to meet client needs, add 
functionality to advertiser and publisher platforms 
and address technological advancements. For 
example, as e-commerce and consumption of content 
continues to migrate from the web to mobile and 
tablet devices and advertisements more frequently 
include video or incorporate animation, sound and/
or interactivity (rich media content), businesses 
are increasingly demanding that internet display 
advertising solutions extend to all three screens and 
support video and rich media content. In addition, 
as consumers spend more time watching videos and 
playing social network games online, as opposed 
to browsing static webpages, businesses may 
increasingly shift their advertising budgets to video 
and game publishers or, if consumers fail to engage 
with advertisements displayed on smaller screens, 
reduce their internet display advertising budgets.
 › The Group invests in research 
and development resources to 
ensure that the Group’s technology 
platforms are continually enhanced 
through evolution and innovation.
 › The Group also invests in acquisitions 
to expand its technology platforms 
and adapt to the rapidly changing 
technology environment.
Failures in the Group’s IT 
systems and infrastructure 
supporting its solution 
could significantly disrupt 
its operations and cause 
it to lose clients.
In addition to the optimal performance of the 
Crossrider Engine, the Group’s business relies on 
the continued and uninterrupted performance of its 
software and hardware infrastructures. The Group 
currently places over 1.8 billion advertisements per 
day and each of those advertisements is placed in 
milliseconds. Sustained or repeated system failures 
of its software and hardware infrastructures, which 
interrupt its ability to deliver advertisements quickly and 
accurately, its ability to serve and track advertisements 
and its ability to process consumers’ responses to 
those advertisements, could significantly reduce the 
attractiveness of its solution to advertiser clients and 
publishers, reduce its revenue and affect its reputation.
 › The Group outsources hosting services, 
holding minimal server infrastructure 
itself. This allows the Group to flex 
and grow its operations efficiently.
 › Crossrider uses third party content 
distribution network services in 
order to offload traffic served 
directly from its own infrastructure 
and minimise network latency.
The Group is a multinational 
organisation faced with 
increasingly complex tax 
issues in many jurisdictions, 
and it could be obliged 
to pay additional taxes in 
various jurisdictions as a 
result of new taxes, laws 
or interpretation, including 
sales taxes, which may 
negatively affect its business.
As a multinational organisation, operating in multiple 
jurisdictions such as the Isle of Man, Cyprus, Israel, 
Romania and the United Kingdom, the Group may 
be subject to taxation in several jurisdictions around 
the world with increasingly complex tax laws, the 
application of which can be uncertain. The amount 
of taxes it pays in these jurisdictions could increase 
substantially as a result of changes in the applicable 
tax principles, including increased tax rates, new tax 
laws or revised interpretations of existing tax laws 
and precedents, which could have a material adverse 
effect on its liquidity and results of operations.
 › The Group uses advisers to review its 
tax position and ensure compliance 
with local tax legislation. 12
Crossrider plc  
Annual Report and Accounts 2016  
Corporate governance
Overview
The current policies and procedures as adopted by the Group are 
set out below.
Role of the Board
The Board is responsible for the overall strategy and direction of 
the Group. It provides robust leadership of the Company within a 
framework of effective controls which enables risk to be assessed 
and managed. The Board, in setting the Company’s aims, ensures 
that the necessary financial and human resources are in place to 
meet its objectives. It regularly reviews management performance 
and upholds the Company’s values and standards so that its 
obligations to shareholders and others are understood and met.
The Board is supplied with information in a quality form and in a 
timely manner to enable it to discharge its duties. The Board also 
reviews arrangements under which employees can raise concerns 
in confidence about possible improprieties in matters of financial 
reporting or other areas.
Division of responsibilities
During 2016, the Chairman, Donald (Don) Elgie had a clear and 
distinctive responsibility for running the Board while the executive 
responsibility for running the Company’s business was delegated to 
the Chief Executive Officer, Ido Erlichman, when he was appointed 
on 31 May 2016. When Koby Menachemi, the former Chief 
Executive Officer, announced his intention to resign in January 
2016, Don Elgie fulfilled the temporary role of Executive Chairman 
from 1 February 2016 until the appointment of Ido Erlichman, after 
which he reverted to the Non-Executive Chairman role.
Moran Laufer was appointed to the Board on 6 February 2017, 
having been appointed to the position of Chief Financial Officer on 
27 October 2016.
As at 31 December 2016, the Board comprised four Directors, 
three of whom were Non-Executive Directors.
The Non-Executive Directors normally do not have any day-to-day 
involvement in the running of the business but are responsible for 
scrutinising the performance of management in meeting agreed 
goals and objectives and monitoring the reporting of performance. 
All Board members are considered to be able to allocate sufficient 
time to the Company to discharge their responsibilities as 
Directors effectively.
The Board meets at regular scheduled intervals and follows a 
formal agenda; it also meets as and when required. No one 
individual has unfettered powers of decision. The Directors may 
take independent professional advice at the Group’s expense.
Board committees
The Group has an Audit Committee, a Nominations Committee, 
and a Remuneration Committee, each consisting of three Non-
Executive Directors. Each committee has written terms of 
delegated responsibilities which will be available for review at 
the end of the Annual General Meeting for 2017 and which are 
available for review in the Investor Relations section of the Group’s 
website www.crossrider.com. The Board and its committees are 
considered to have the appropriate balance of skills, experience, 
independence and knowledge of the Company to enable them to 
discharge their respective duties and responsibilities effectively.
Remuneration Committee
The Remuneration Committee is comprised of David Cotterell 
(Chair of the Committee), Don Elgie and Martin Blair, all of 
whom are Non-Executive Directors. It is responsible for making 
recommendations to the Board on remuneration policy as 
applied to the Company’s Executive Directors. The Remuneration 
Committee also considers grants of options under the Company’s 
share option schemes. The policy of the Remuneration Committee 
is to grant share options to employees as part of a remuneration 
package to motivate them to contribute to the growth of the 
Group over the medium to long-term.
The Chief Executive Officer may, at the Remuneration Committee’s 
invitation, attend meetings, except where his own remuneration is 
discussed. The Remuneration Committee met three times during 
the past financial year. The Remuneration Committee’s terms of 
reference, which can be found on the Company’s website 
www.crossrider.com, are reviewed on an annual basis and 
updated as required.
The Remuneration Committee report, which includes details of 
Directors’ remuneration, pension entitlements and Directors’ 
interests, together with information on service contracts, is set  
out on pages 16 to 17.
Audit Committee
The Audit Committee is comprised of Martin Blair (Chair of the 
Committee), David Cotterell and Don Elgie, all of whom are 
Non-Executive Directors.
The Committee meets at least twice a year and at other times 
as agreed between the members of the Committee. Executive 
Directors and the Group’s auditors may be invited to attend all or 
part of any meetings. The Committee also meets with the Group’s 
external auditors without the presence of the Executive Directors.
The Committee’s terms of reference, which can be found on the 
Company’s website www.crossrider.com, are reviewed on an 
annual basis and updated as required.
The Board of Directors of the Company (the ‘Board’) 
is responsible for the Group’s system of 
corporate governance.  
13
 Crossrider plc  
Annual Report and Accounts 2016
STRATEGIC  
REPORT
CORPORATE 
GOVERNANCE 
FINANCIAL  
STATEMENTS
Risk management and internal controls
During the year, the Audit Committee has reviewed the scope 
and effectiveness of systems to identify and address financial and 
non-financial risks. The review identified the key risks, risk control 
measures and the implementation status of the risk control 
measures. The report was presented to the Committee by the 
Chief Financial Officer.
Audit of the Group’s Annual Report Financial Statements
In advance of the audit of the Group’s Annual Report and Financial 
Statements, the Audit Committee reviewed the plan as presented 
by the Group’s external auditor, BDO LLP . The plan set out the 
proposed scope of work, audit approach, materiality and identified 
areas of audit risk.
The Audit Committee also reviewed the Annual Report and 
Financial Statements along with the audit findings report 
presented by BDO LLP.
Auditor independence
The Audit Committee monitors the independence of the Group’s 
external auditor. During the year BDO LLP provided the Group 
with the following non-audit services:
 › Taxation compliance services; and
 › Taxation advisory services.
The Audit Committee considered the threats to the independence 
of BDO LLP created by the provision of the non-audit services and 
concluded that sufficient safeguards were in place.
BDO was appointed as auditor of the Group for the year ended 
31 December 2013. The Audit Committee will keep under review, in 
consultation with major shareholders, the decision as to whether to 
conduct a tender in respect of the audit in line with the 
recommendations of the Financial Reporting Council.
Nominations Committee
The Nominations Committee is comprised of Don Elgie (Chair of 
the Committee), Martin Blair and David Cotterell, all of whom are 
Independent Non-Executive directors. The Committee meets 
when appropriate and considers the composition of the Board, 
retirements and appointments of additional and replacement 
Directors and makes appropriate recommendations to the Board. 
The objective of the Committee is to review the composition of the 
Board and to plan for its progressive refreshing, with regard to 
balance and structure. The Committee is responsible for:
 › Reviewing the structure of the Board;
 › Evaluating the balance of skills, knowledge, experience and 
diversity of the Board;
 › Advising the Board on any areas where further recruitment may 
be appropriate; and
 › Succession planning for key executives at Board level and below.
Where necessary and appropriate, recruitment consultants are 
used to assist the Committee in delivering its objectives and 
responsibilities. The Committee leads the process for the 
identification and selection of new Directors and makes 
recommendations to the Board in respect of such appointments. 
The Committee also makes recommendations to the Board on 
membership of its committees. The Committee’s terms of 
reference, which can be found on the Company’s website  
www.crossrider.com, are reviewed on an annual basis and 
updated as required. 14
Crossrider plc  
Annual Report and Accounts 2016  
Board of Directors
Background and experience
Don retired as Group CEO of Creston plc (LSE: CRE), a marketing 
services company which is listed on the Main Market, at the end 
of March 2014. He founded Creston plc, a digitally-focused 
communications and insight group, in 2001, and built it into 
an international group which generated £75 million revenue, 
£12 million EBITDA and employed over 800 people as at March 
2014. Don has many years’ experience in marketing services 
including developing companies organically and by acquisition.  
He is Chairman of the Company’s Nominations Committee.
Don Elgie
Non-Executive Chairman
Background and experience
Ido joined Crossrider plc in May 2016 as Group Chief Executive 
Officer. Ido has more than nine years’ experience in the technology 
sector garnered through roles in private equity, consulting and 
finance. Prior to joining Crossrider, Ido was acting joint chief 
executive officer of VisualDNA (which was acquired by The Nielsen 
Company), a leading psychographic data business, where he led its 
geographic expansion and oversaw significant EBITDA growth. 
Prior to VisualDNA, Ido also worked as a senior associate within 
KPMG’s private equity deal advisory practice in London and as a 
senior manager within KPMG’s Transaction Services practice 
focusing on technology deals in Israel and with the Israeli Ministry 
of Finance. Ido is the author of the best-selling book ‘Battle of 
Strategies’ published in Israel by Yediot Books. Ido is a Certified 
Public Accountant, graduated magna cum laude in Accounting and 
Economics from The Hebrew University of Jerusalem, obtained his 
Masters degree in Law from Bar-Ilan University, and received an 
MBA from the University of Cambridge’s Judge Business School.
Ido Erlichman
Chief Executive Officer  
15
 Crossrider plc  
Annual Report and Accounts 2016
STRATEGIC  
REPORT
CORPORATE 
GOVERNANCE 
FINANCIAL  
STATEMENTS
Background and experience
David has over 25 years’ experience in the information technology 
software and service sector. He has held senior management roles 
with firms such as ACT Financial Systems, DST, Advent and SQS 
Group plc and has led and successfully implemented two trade 
sales of technology companies. Between 2006 and 2011 David 
served as the CEO of UKIISA Region (UK, Ireland, South Africa and 
India) and as board director at SQS Group plc (LSE: SQS). David is 
currently non-executive chairman of RapidCloud Int plc (LSE: RCI) 
and SyQic plc (LSE: SYQ). David sits on the remuneration and audit 
committees of both companies. Additionally, David is chairman of 
IT services company, Qualitest UK. David is Crossrider Group’s 
Senior Independent Director and also Chairman of the Company’s 
Remuneration Committee.
David Cotterell
Non-Executive Director
Background and experience
Prior to joining the Board of Crossrider, Martin acted as CFO of 
Pilat Media Global plc, a company previously admitted to trading 
on both AIM and the Tel Aviv Stock Exchange, which developed, 
marketed and supported new generation business management 
software solutions for content and service providers in the media 
industry. Martin joined Pilat Media in 2001, ahead of its admission 
to AIM in 2002. Pilat Media was acquired by SintecMedia Ltd for 
£63.3 million in April 2014. Martin qualified as a chartered 
accountant with Ernst & Young in 1982 and between 1983 and 
1986 worked for PwC. He then joined the mail order and retail 
company, Freemans plc, and later moved into the media sector as 
director of finance & administration and then as vice president of 
United International Pictures Limited, between 1988 and 1996. 
Martin is Chairman of the Company’s Audit Committee.
Martin Blair
Non-Executive Director 16
Crossrider plc  
Annual Report and Accounts 2016  
Remuneration Committee 
report (Unaudited)
The Remuneration Committee (for the purpose of the Remuneration Committee report, the ‘Committee’) is comprised of David Cotterell 
(Chair of the Committee), Don Elgie and Martin Blair, all of whom are Non-Executive Directors.
The Directors (other than alternate Directors) shall be entitled to receive by way of fees for their services as Directors (in addition to fees 
paid for employment or executive services) such sum as the Board may from time to time determine, provided that such amount shall 
not exceed in aggregate £500,000 per annum or such greater sum as the Company in general meeting shall from time to time determine 
by ordinary resolution. Any fees payable shall be distinct from any salary, remuneration or other amounts payable to a Director.
Each Director is entitled to be repaid all reasonable travelling, hotel and other expenses properly incurred by him in or about the 
performance of his duties as a Director, including any expenses incurred in attending meetings of the Board or any committee of the 
Board or general meetings or separate meetings of the holders of any class of shares or of debentures of the Company.
Directors’ emoluments
Directors’ emoluments for the 2016 financial year are set in Pounds Sterling. These are set out in the tables below along with the 
US Dollar equivalent cost to the Company:
Name
Base salary/fees
GBP£
Benefits
GBP£
Pension
GBP£
Bonus
GBP£
Total
GBP£
Ido Erlichman 176,154 24,074 5,285 58,333 263,846
Don Elgie 156,295 – – – 156,295
David Cotterell 50,000 – – – 50,000
Martin Blair 53,938 – – – 53,938
Name
Base salary/fees
GBP£
Benefits
GBP£
Pension
GBP£
Bonus
GBP£
Total
GBP£
Koby Menachemi 61,250 16,940 3,063 – 81,253
Mark Carlisle 96,155 1,217 4,758 – 102,130
The US Dollar equivalent cost to the Company has been calculated using a USD/GBP rate of 1.24:
Name
Base salary/fees
$
Benefits
$
Pension
$
Bonus
$
Total
$
Ido Erlichman 218,423 29,852 6,553 72,333 327,161
Don Elgie 193,806 – – – 193,806
David Cotterell 62,005 – – – 62,005
Martin Blair 66,883 – – – 66,883
Benefits include the living allowance paid to Koby Menachemi as he was required to relocate from Israel on his appointment.
The beneficial interests of the Directors who held office at 31 December 2016, together with that of persons connected with the 
Directors, in the share capital of the Company were as follows:
Directors’ interests in shares
2016 2015
Name
Percentage  
of issued  
share capital
Number of 
ordinary shares
Percentage  
of issued  
share capital
Number of 
ordinary shares
Ido Erlichman 0.07% 100,000 – –
Don Elgie 0.07% 97,087 0.07% 97,087
Martin Blair 0.01% 19,417 0.01% 19,417
David Cotterell 0.03% 48,544 0.03% 48,544  
17
 Crossrider plc  
Annual Report and Accounts 2016
STRATEGIC  
REPORT
CORPORATE 
GOVERNANCE 
FINANCIAL  
STATEMENTS
STRATEGIC  
REPORT
CORPORATE 
GOVERNANCE 
FINANCIAL  
STATEMENTS
Directors’ interests in share options
Name
Number of 
ordinary shares 
under option at 
31 December 
2015 Date of grant Exercise price
Number of 
ordinary shares 
under option at 
31 December 
2016
Ido Erlichman 0 1 June 2016 £0.275 2,000,000
Note: Vesting schedule: 25% one year from date of grant of 1 June 2016 and then in 12 equal quarterly instalments thereafter.
Annual bonus
The bonuses for the Executive Directors for 2017 will be based on Adjusted EBIDTA and non-financial and strategic objectives. The level 
of bonus payable by reference to the financial performance of the Company will be determined on a sliding scale based on the 
Company’s budget for the forthcoming financial year.
Service contracts
Executive Directors
The service agreements of the Executive Directors are for an indefinite term and provide for formal notice of six months to be served 
to terminate the agreement, either by the Company or by the Director. In addition to their annual salaries, the Executive Directors are 
entitled to annual pension contributions of 3 per cent as well as other benefits commensurate with their positions, including health, 
related benefits.
Non-Executive Directors
Fees for Non-Executive Directors are set with reference to time commitment, the number of committees chaired and relevant external 
market benchmarks. In addition to covering travel expenses, the Remuneration Committee has approved additional fees of £1,750 per 
day to be paid to Non-Executive Directors for additional time commitments outside of those agreed upon their appointment up to a 
maximum of 20 days. During the year, Don Elgie was paid for 11.5 additional days and Martin Blair was paid for 2.25 additional days. The 
Committee also approved additional compensation of £14,042 per month to be paid to the Non-Executive Chairman for his increased 
role in the Company during the recruitment of a new Chief Executive Officer. Don Elgie was paid for 4 months’ additional compensation.
The Non-Executive Directors each have specific letters of appointment, rather than service contracts. Non-Executive Directors are 
appointed for an initial term of three years and, under normal circumstances, would be expected to serve for additional three-year terms, 
up to a maximum of nine years, subject to satisfactory performance and re-election at the Annual General Meeting as required.
David Cotterell
Chairman, Remuneration Committee
13 March 2017 18
Crossrider plc  
Annual Report and Accounts 2016  
Directors’ report
The Directors present their Annual Report on the affairs of the 
Group, together with the financial statements and independent 
auditor’s report for the year ended 31 December 2016. The 
corporate governance statement set out on pages 12 to 13 
forms part of this report.
The Company’s full name is Crossrider plc, domiciled in the Isle 
of Man with company number 011402V. Crossrider plc is a public 
listed company, listed on the Alternative Investment Market (‘AIM’) 
of the London Stock Exchange.
Principal activity
The principal activity of the Group is online digital product 
development and distribution and the provision of software 
platforms to the digital advertising industry. A detailed overview 
of the Group’s activities is set out on pages 4 to 6.
Review of business and future developments
Details of the Group’s performance during the year under review 
and expected future developments are set out in the strategic 
report on pages 1 to 11. A description of the principal risks and 
uncertainties facing the Group is set out on pages 10 to 11.
Dividends
The Directors do not recommend the payment of a dividend (2015: 
$nil). The declaration and payment by the Company of any future 
dividends on the ordinary shares will depend on the results of the 
Group’s operations, its financial condition, cash requirements, 
future prospects, profits available for distribution and other 
factors deemed to be relevant at the time.
The Board recognises the importance of dividend income to 
shareholders and intends to adopt, at the appropriate time, a 
progressive dividend policy to reflect the expectation of future 
cash flow generation and long-term earnings potential of the 
Company. However, it is not the current intention of the Board to 
declare any dividends in the near-term. The Board may revise the 
Company’s dividend policy from time to time in line with the actual 
results of the Company.
Directors
The Directors who served during the period were as follows:
Ido Erlichman Active, appointed 31 May 2016
Donald (Don) Elgie Active
David Cotterell Active
Martin Blair Active
Yakov (Koby) Menachemi Resigned 31 March 2016
Mark Carlisle Resigned 19 August 2016
Re-election of Directors
The articles of association require that at each Annual General 
Meeting one third of the Directors (excluding any Director who has 
been appointed by the Board since the previous Annual General 
Meeting) or, if their number is not an integral multiple of three, the 
number nearest to one third but not exceeding one third, shall 
retire from office (but so that if there are fewer than three Directors 
who are subject to retirement by rotation, one shall retire).
Any Director who is not required to retire by rotation but who has 
been in office for three years or more since his appointment or his 
last reappointment or who would have held office at not less than 
three consecutive Annual General Meetings of the Company 
without retiring, shall retire from office.
Appointment of a Director
The articles of association require that any Director appointed by 
the Board shall, unless appointed at such meeting, hold office only 
until the dissolution of the Annual General Meeting of the 
Company next following such appointment.
Directors’ responsibility statement
The statement of Directors’ responsibility is set out on page 20.
Directors’ indemnities
The Directors have been granted an indemnity from the Company 
to the extent permitted by law in respect of liabilities incurred as a 
result of their office which remains in force at the date of this report.
Employee policies
At 31 December 2016, the Group employed 74 people, 
(31 December 2015: 93 people). The Group is committed to 
attracting and retaining personnel with the requisite technical skills 
and experience to implement its growth strategy and maintain its 
position in the competitive industry in which it operates. Crossrider 
therefore places significant emphasis on ensuring that it has a 
strong recruitment team as well as appropriate remuneration and 
bonus policies which are set by reference to appropriate objectives 
and include share-based incentive schemes, details of which are 
set out in note 18 to the financial statements.
Financial instruments
The Group does not currently use derivative financial instruments. 
A summary of the Group’s financial instruments, changes in share 
capital and related disclosures are set out in notes 15 and 17 to the 
financial statements. The Group has no material exposure to price, 
liquidity or cash flow risk that would impact its objectives.
Capital structure
Under the IOM Companies Act, the Company is not required 
to have an authorised share capital. The ordinary shares in issue 
at 31 December 2016 have been created pursuant to the BVI 
Companies Act and the articles of association of the Company in 
place prior to the re-domiciliation of the Company from the BVI to 
the IOM on 13 August 2014 and are ordinary shares of USD 0.0001 
par value.  
19
 Crossrider plc  
Annual Report and Accounts 2016
STRATEGIC  
REPORT
CORPORATE 
GOVERNANCE 
FINANCIAL  
STATEMENTS
Details of the issued share capital as at 31 December 2016 of 
148,496,073 ordinary shares of USD 0.0001 par value, together 
with details of the movements in the Company’s issued share 
capital during the year, are shown in note 15 to the financial 
statements. The Company has one class of ordinary shares, 
which carry no right to fixed income. Each share carries the right 
to one vote at general meetings of the Company.
There are no specific restrictions on the size of a holding nor on 
the transfer of shares, which are both governed by the general 
provisions of the articles of association and prevailing legislation. 
Save as provided by the terms of certain lock-in agreements 
entered into between the Company, the Directors and certain 
shareholders, the Directors are not aware of any agreements 
between holders of the Company’s shares that may result in 
restrictions on the transfer of securities or on voting rights.
As at 31 December 2016 the Company held 7,451,423 shares in 
treasury and no shares in the capital of the Company are held by 
or on behalf of the Company or by any of the Company’s 
subsidiaries.
Details of employee share schemes are set out in note 18 to the 
financial statements.
Political and charitable donations
The Company made no political or charitable donations during the 
year (2015: $nil).
Related party transactions
Details of all related party transactions are set out in note 21 to the 
financial statements.
Research and development
The Group maintains an integrated global research and 
development team which has a staff of 14 (2015: 32). In the opinion 
of the Directors, continuity of investment in this area is essential for 
the maintenance of the Group’s market position and for future 
growth. The amount of research and development costs capitalised 
in the year was $744,000 (2015: $1,593,000).
Going concern
The Directors, having considered the Group’s resources 
financially and the associated risks with doing business in 
the current economic climate, believe the Group is capable of 
successfully managing these risks. The Board has reviewed the cash 
flow forecast and business plan as provided by management which 
includes the rate of revenue growth, margins and cost control. As 
such, the Directors are satisfied that the Group has adequate 
resources to continue in operational existence for the foreseeable 
future. Accordingly, they continue to adopt the going concern basis 
in preparing these financial statements.
Annual General Meeting
The Annual General Meeting for 2017 will be held at the offices 
of BLP, Adelaide House, London Bridge, London EC4R 9HA on 
Thursday 18 May 2017 at 12:00 noon. The notice convening the 
Annual General Meeting for this year, and an explanation of the 
items of non-routine business, are set out in the circular that 
accompanies the Annual Report.
Auditor
A resolution to reappoint BDO LLP as the Company’s auditor will 
be proposed at the 2017 Annual General Meeting.
Each of the persons who is a Director at the date of approval of 
this Annual Report confirms that:
 › So far as the Director is aware, there is no relevant audit 
information of which the Company’s auditor is unaware; and
 › The Director has taken all the steps that he ought to have taken 
as a Director in order to make himself aware of any relevant 
audit information and to establish that the Company’s auditor is 
aware of that information.
Signed on behalf of the Board by:
Don Elgie
Non-Executive Chairman
13 March 2017 20
Crossrider plc  
Annual Report and Accounts 2016  
Directors’ responsibility 
statement
The Directors are responsible for preparing the Annual Report 
and the financial statements in accordance with applicable law 
and regulations.
Isle of Man company law does not require the Directors to prepare 
financial statements for each financial year, however the Group is 
required to do so to satisfy the requirements of the AIM rules. 
Under company law, when preparing the financial statements, the 
Directors are required to prepare the Group financial statements 
in accordance with an appropriate set of generally accepted 
accounting principles or practice. The Directors have elected to 
use International Financial Reporting Standards (‘IFRSs’) as 
adopted by the European Union.
Under company law, the Directors must not approve the accounts 
unless they are satisfied that they give a true and fair view of the 
state of affairs of the Company and of the profit or loss of the 
Company for that period.
In preparing these financial statements, International Accounting 
Standard 1 (revised) requires that Directors:
 › Properly select and apply accounting policies;
 › Present information, including accounting policies, in a manner 
that provides relevant, reliable, comparable and 
understandable information;
 › Provide additional disclosures when compliance with the 
specific requirements in IFRSs is insufficient to enable users to 
understand the impact of particular transactions, other events 
and conditions on the entity’s financial position and financial 
performance; and
 › Make an assessment of the Company’s ability to continue as a 
going concern.
The Directors are responsible for keeping adequate accounting 
records that correctly explain the transactions of the Company, 
enable the financial position of the Company to be determined 
with reasonable accuracy at any time and allow financial 
statements to be prepared. They are also responsible for 
safeguarding the assets of the Company and hence for taking 
reasonable steps for the prevention and detection of fraud and 
other irregularities.
The Directors are responsible for the maintenance and integrity of 
the corporate and financial information included on the Company’s 
website. The Directors’ responsibility also extends to the continued 
integrity of the financial statements contained therein.
Signed on behalf of the Board by:
Don Elgie
Non-Executive Chairman
13 March 2017  
21
 Crossrider plc  
Annual Report and Accounts 2016
STRATEGIC  
REPORT
CORPORATE 
GOVERNANCE 
FINANCIAL  
STATEMENTS
Independent auditor’s report to the members of Crossrider plc
We have audited the financial statements of Crossrider plc for the 
year ended 31 December 2016 which comprise the consolidated 
statement of comprehensive income, the consolidated statement 
of financial position, the consolidated statement of changes in 
equity, the consolidated statement of cash flows and the related 
notes. The financial reporting framework that has been applied in 
their preparation is applicable law and International Financial 
Reporting Standards (‘IFRSs’) as adopted by the European Union.
This report is made solely to the Company’s members as a body, in 
accordance with our engagement letter dated 1 December 2016.  
Our audit work has been undertaken so that we might state to the 
Company’s members those matters we are required to state to 
them in an auditor’s report and for no other purpose. To the fullest 
extent permitted by law, we do not accept or assume responsibility 
to anyone other than the Company, and the Company’s members 
as a body for our audit work, for this report, or for the opinion we 
have formed.
Respective responsibilities of Directors and auditors
As explained more fully in the statement of Directors’ 
responsibilities, the Directors are responsible for the preparation 
of the financial statements and for being satisfied that they give a 
true and fair view. Our responsibility is to audit and express an 
opinion on the financial statements in accordance with applicable 
Isle of Man company law and International Standards on Auditing 
(UK and Ireland). Those standards require us to comply with the 
Financial Reporting Council’s Ethical Standards for Auditors.
Scope of the audit of the financial statements
An audit involves obtaining evidence about the amounts and 
disclosures in the financial statements sufficient to give reasonable 
assurance that the financial statements are free from material 
misstatement, whether caused by fraud or error. This includes an 
assessment of: whether the accounting policies are appropriate to 
the Company’s circumstances and have been consistently applied 
and adequately disclosed; the reasonableness of significant 
accounting estimates made by the Directors; and the overall 
presentation of the financial statements. In addition, we read all 
the financial and non-financial information in the Annual Report 
to identify material inconsistencies with the audited financial 
statements and to identify any information that is apparently 
materially incorrect based on, or materially inconsistent with, the 
knowledge acquired by us in the course of performing the audit. 
If we become aware of any apparent material misstatements or 
inconsistencies we consider the implications for our report.
Opinion on the financial statements
In our opinion, the financial statements:
 › Give a true and fair view of the state of the Group’s affairs as at 
31 December 2016 and of its loss for the year then ended; and
 › Have been properly prepared in accordance with IFRSs as 
adopted by the EU.
BDO LLP
Chartered Accountants
London
United Kingdom
13 March 2017
BDO LLP is a limited liability partnership registered in England and 
Wales (with registered number OC305127). 22
Crossrider plc  
Annual Report and Accounts 2016  
Consolidated statement of comprehensive income
For the year ended 31 December 2016
Note
2016
$’000
2015
$’000
Revenue 4 56,532 84,635
Cost of sales (2,360) (7,388)
Gross profit 54,172 77,247
Selling and marketing costs (39,915) (54,146)
Research and development costs (1,661) (3,500)
Management, general and administrative costs (7,761) (14,901)
Depreciation and amortisation 10,11 (9,884) (9,370)
Impairment of intangible assets 10 (4,683) (9,132)
Total operating costs (63,904) (91,049)
Operating loss 6 (9,732) (13,802)
Adjusted EBITDA 6,413 10,064
Employee share-based payment charge 6 (716) (3,407)
Exceptional and non-recurring costs 6 (862) (1,957)
Depreciation and amortisation 10,11 (9,884) (9,370)
Impairment of intangible assets 10 (4,683) (9,132)
Operating loss (9,732) (13,802)
Share of results of equity accounted associates 47 (38)
Finance income 4 15
Finance costs 8 (332) (870)
Loss before taxation (10,013) (14,695)
Exceptional tax charge 9 – (2,200)
Tax charge 9 (665) (702)
Loss for the year (10,678) (17,597)
Other comprehensive income:
Foreign exchange differences on translation of foreign operations – 1
Total comprehensive income for the year (10,678) (17,596)
Basic earnings per share (cents) 19 (7.6) (11.9)
Diluted earnings per share (cents) 19 (7.6) (11.9)  
23
 Crossrider plc  
Annual Report and Accounts 2016
STRATEGIC  
REPORT
CORPORATE 
GOVERNANCE 
FINANCIAL  
STATEMENTS
Consolidated statement of financial position
As at 31 December 2016
Note
2016
$’000
2015
$’000
Non-current assets
Intangible assets 10 7,113 19,254
Property, plant and equipment 11 591 1,003
Investments in equity accounted associates 16 859 812
Deferred tax asset 9 166 716
8,729 21,785
Current assets
Trade and other receivables 12 7,950 16,280
Cash and cash equivalents 13 72,064 71,336
80,014 87,616
Total assets 88,743 109,401
Equity
Share capital 14 14
Additional paid in capital 130,292 131,287
Retained earnings (49,753) (39,791)
Equity attributable to equity holders of the parent 80,553 91,510
Non-current liabilities
Deferred tax liabilities 9 691 986
Deferred consideration 24 160 184
851 1,170
Current liabilities
Trade and other payables 14 7,096 15,316
Deferred consideration 24 243 1,405
7,339 16,721
Total equity and liabilities 88,743 109,401
The financial statements were approved by the Board and authorised for issue on 13 March 2017.
Ido Erlichman Moran Laufer
Chief Executive Officer Chief Financial Officer 24
Crossrider plc  
Annual Report and Accounts 2016  
Consolidated statement of changes in equity
For the year ended 31 December 2016
Share  
capital
$’000
Additional 
paid in 
capital
$’000
Retained 
earnings
$’000
Total
$’000
At 1 January 2015 15 136,399 (25,602) 110,812
Loss for the year – – (17,597) (17,597)
Other comprehensive income:
Foreign exchange differences on translation of foreign operations – – 1 1
Total comprehensive income for the year – – (17,596) (17,596)
Transactions with owners:
Share-based payments – – 3,407 3,407
Exercise of employee options (note 15) – 18 – 18
Purchase of own shares (note 15) (1) (5,130) – (5,131)
At 31 December 2015 14 131,287 (39,791) 91,510
At 1 January 2016 14 131,287 (39,791) 91,510
Loss for the year – – (10,678) (10,678)
Other comprehensive income:
Foreign exchange differences on translation of foreign operations – – – –
Total comprehensive income for the year – – (10,678) (10,678)
Transactions with owners:
Share-based payments – – 716 716
Purchase of own shares (note 15) – (995) – (995)
At 31 December 2016 14 130,292 (49,753) 80,553  
25
 Crossrider plc  
Annual Report and Accounts 2016
STRATEGIC  
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FINANCIAL  
STATEMENTS
STRATEGIC  
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CORPORATE 
GOVERNANCE 
FINANCIAL  
STATEMENTS
Consolidated statement of cash flows
For the year ended 31 December 2016
Note
2016
$’000
2015
$’000
Cash flow from operating activities
Loss for the year after taxation (10,678) (17,597)
Adjustments for:
Amortisation of intangible assets 10 9,421 8,974
Impairment of intangible assets 10 4,683 9,132
Depreciation of property, plant and equipment 11 463 396
Loss on sale of property, plant and equipment 11 35 –
Tax charge 9 665 2,902
Interest income (4) (15)
Interest expenses 8 51 210
Share-based payment charge 18 716 3,407
Share of results of associates 16 (47) 38
Unrealised foreign exchange differences 4 660
Operating cash flow before movement in working capital 5,309 8,107
Decrease/increase) in trade and other receivables 8,327 (2,529)
Decrease in trade and other payables (6,625) (631)
(Decrease)/increase in other current liabilities (1,089) 963
Cash flow from operations 5,922 5,910
Tax paid net of refunds (904) (1,826)
Cash generated from operations 5,018 4,084
Cash flow from investing activities
Purchases of property, plant and equipment 11 (108) (220)
Sale of property, plant and equipment 24 –
Net cash paid on business combination 24 (1,089) (902)
Intangible assets acquired (850) –
Net cash paid on investment in associates 16 (350) (500)
Capitalisation of development costs 10 (744) (1,593)
Net cash used in investing activities (3,117) (3,215)
Cash flow from financing activities
Net payment for purchase of own shares 15 (995) (5,131)
Net cash generated from financing activities (995) (5,131)
Net (decrease)/increase in cash and cash equivalents 906 (4,262)
Revaluation of cash due to changes in foreign exchange rates (178) (443)
Cash and cash equivalents at beginning of year 71,336 76,041
Cash and cash equivalents at end of year 13 72,064 71,336 26
Crossrider plc  
Annual Report and Accounts 2016  
Notes to the consolidated financial statements
1 Basis of preparation
The financial information provided is for Crossrider plc (‘the 
Company’) and its subsidiary undertakings (together the ‘Group’) 
in respect of the financial years ended 31 December 2016 and 2015.
The financial information has been prepared in accordance 
with International Financial Reporting Standards, International 
Accounting Standards and interpretations (collectively ‘IFRS’) as 
adopted by the EU.
Going concern
The Directors have, at the time of approving the financial 
statements, a reasonable expectation that the Company and 
the Group have adequate resources to continue in operational 
existence for the foreseeable future. They therefore continue to 
adopt the going concern basis of accounting in preparing the 
financial statements.
Adoption of new and revised standards
New standards and amendments to existing standards that 
have been published and are mandatory for the first time for the 
financial year beginning 1 January 2016 have been adopted but 
had no significant impact on the Group.
New standards, amendments to standards and interpretations 
have been issued but are not effective (and in some cases have 
not yet been adopted by the EU) for the financial year beginning 
1 January 2016 and have not been early adopted. A detailed impact 
assessment has not been performed on the adoption of these 
standards, therefore it is not known if adoption will have a material 
impact on the financial information of the Group in future periods.
2 Significant accounting policies
Basis of consolidation
The Group consolidated financial statements comprise the 
financial statements of the Parent Company Crossrider plc and the 
financial statements of the subsidiaries as shown in note 20 of the 
consolidated financial statements.
The Group has been partly formed from a series of common 
control transactions.
The financial statements of all the Group companies are prepared 
using uniform accounting policies. All transactions and balances 
between Group companies have been eliminated on consolidation.
Business combinations and goodwill
Acquisitions of businesses not under common control are 
accounted for using the acquisition method. The consideration 
transferred in a business combination is measured at fair value, 
which is calculated as the sum of the acquisition date fair values 
of the assets transferred by the Group, liabilities incurred by the 
Group to the former owners of the acquiree and the equity 
interests issued by the Group in exchange for control of the 
acquiree. Acquisition-related costs are recognised in profit or 
loss as incurred.
At the acquisition date, the identifiable assets acquired and the 
liabilities assumed are recognised at their fair value at the 
acquisition date.
Goodwill is measured as the excess of the sum of the 
consideration transferred and the fair value of the acquirer’s 
previously held equity interest in the acquiree (if any) over the net 
of the acquisition date amounts of the identifiable assets acquired 
and the liabilities assumed.
Contingent consideration that is classified as an asset or a liability 
is initially recognised at fair value and subsequently at fair value 
thorough profit and loss in accordance with IAS 39 as appropriate.
Consideration which is contingent on completion of a service 
period by an employee of the Group is treated as remuneration 
and is expensed over the service period.
Foreign currencies
(a) Presentational currency
Items included in the Group’s financial statements are measured 
using the currency of the primary economic environment in which 
each entity of the Group operates (the ‘functional currency’). The 
financial statements are presented in United States Dollars ($’000).
(b) Transactions and balances
Foreign currency transactions are translated into the functional 
currency using the exchange rates prevailing at the dates of the 
transactions. Foreign exchange gains and losses resulting from the 
settlement of such transactions and from the translation at year 
end exchange rates of monetary assets and liabilities denominated 
in foreign currencies are recognised in profit or loss. Exchange rate 
gains and losses are recognised net within finance cost.
(c) Consolidation
The functional currency of the Company, and the presentation 
currency for the consolidated financial statements, is United States 
Dollars. For the purpose of the consolidated financial statements, 
the assets and liabilities of the Group’s foreign operations with a 
functional currency other than United States Dollars are translated 
into United States Dollars using exchange rates prevailing on the 
reporting date. Income and expense items (including comparatives) 
are translated at the exchange rates at the dates of the transactions. 
Exchange differences arising, if any, are recognised directly in equity.
Goodwill and fair value adjustments arising on the acquisition of a 
foreign operation are treated as assets and liabilities of the foreign 
operation and translated at the closing rate.  
27
 Crossrider plc  
Annual Report and Accounts 2016
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FINANCIAL  
STATEMENTS
2 Significant accounting policies continued
Merger accounting
Common control transactions have been accounted for using 
merger accounting.
Under merger accounting, the assets and liabilities of both entities 
are recorded at book value, not fair value (although adjustments 
are made to achieve uniform accounting policies), intangible assets 
and contingent liabilities are recognised only to the extent that 
they were recognised by the legal acquiree in accordance within 
applicable IFRS, no goodwill is recognised, any expenses of the 
combination are written-off immediately to the income statement 
and comparative amounts, if applicable, are restated as if the 
combination had taken place at the beginning of the earliest 
accounting period presented.
The result is that the merged groups are treated as if they had 
been combined throughout the current and comparative 
accounting periods.
Associates
Where the Group has the power to participate in (but not control) 
the financial and operating policy decisions of another entity, it is 
classified as an associate. Associates are initially recognised in the 
consolidated statement of financial position at cost. Subsequently, 
associates are accounted for using the equity method, where the 
Group’s share of post-acquisition profits and losses and other 
comprehensive income is recognised in the consolidated statement 
of profit and loss and other comprehensive income (except for 
losses in excess of the Group’s investment in the associate unless 
there is an obligation to make good those losses).
Revenue recognition
Revenue is measured at the fair value of the consideration 
received or receivable and represents amounts receivable for 
goods and services provided in the normal course of business,  
net of discounts, VAT and other sales-related taxes.
(a) Revenue from advertising
The Group generates revenues only when its customers’ 
advertising campaigns achieve certain predefined performance-
based and validated results such as cost per mille impressions 
(‘CPM’), cost-per-acquisition (‘CPA’), cost-per-sale (‘CPS’), cost-per-
lead (‘CPL’), cost-per-download (‘CPD’) and cost-per-install (‘CPI’). 
These revenues are recognised only when the amount of revenue 
can be measured reliably, it is probable that the economic benefits 
associated will flow to the Group, the transactions are complete 
and the related costs can be measured reliably.
(b) Revenue from sale of software tools
Revenue from sales of software tools is recognised at electronic 
point of sale when payment is identified by the respective credit 
card payment processor and rights to use the software have 
been granted.
(c) Presentation of net revenues
Revenues are recognised net when it is identified that the Group  
is acting as an agent and gross when it is identified that the Group 
is acting as a principal in accordance with the terms of the 
arrangement.
Intangible assets
Amortisation for all classes of intangible assets is included within 
amortisation and depreciation costs in the income statement.
(a) Externally acquired intangible assets
Externally acquired intangible assets comprise intellectual 
property (‘IP’), customer lists, trademarks and internet domains.  
All such intangible assets are stated at cost less any accumulated 
amortisation and any accumulated impairment losses. 
Amortisation of these intangible assets is calculated using the 
straight-line method over their useful economic lives.
Where intangible assets are acquired as part of a business 
combination they are recorded initially at their fair value.
The useful economic life of IP, customer lists and trademarks is 
three to five years.
Internet domains are generally considered to have an indefinite 
useful economic life. They are purchased due to the marketability of 
the related domain name, are not specific to a particular product, 
brand, market or service and therefore are not expected to diminish 
in value or use as a function of time.
An intangible asset is derecognised on disposal, or when no future 
economic benefits are expected from use or disposal. Gains or 
losses arising from derecognition of an intangible asset, measured 
as the difference between the net disposal proceeds and the 
carrying amount of the asset, are recognised in profit or loss 
when the asset is derecognised.
(b) Internally generated intangible assets (development costs)
An internally generated intangible asset arising from the Group’s 
e-business development is recognised only if all of the following 
conditions are met:
 › An asset is created that can be identified (such as software and 
new processes);
 › It is probable that the asset created will generate future 
economic benefits; and
 › The development cost of the asset can be measured reliably.
Internally generated intangible assets are amortised on a straight-
line basis over their estimated useful lives, which is three to five 
years. Amortisation commences when the asset is available for use.
Where no internally generated intangible asset can be recognised, 
development expenditure is charged to profit or loss in the period 
in which it is incurred. 28
Crossrider plc  
Annual Report and Accounts 2016  
An intangible asset is derecognised on disposal, or when no future 
economic benefits are expected from use or disposal. Gains or 
losses arising from derecognition of an intangible asset, measured 
as the difference between the net disposal proceeds and the 
carrying amount of the asset, are recognised in profit or loss 
when the asset is derecognised.
(c) Goodwill
Goodwill is initially recognised as an asset at cost and is 
subsequently measured at cost less any accumulated impairment 
losses. The Group tests goodwill annually for impairment, or more 
frequently if there are indicators that goodwill might be impaired.
Intangible assets are tested separately from goodwill only where 
impairment indicators exist.
Property, plant and equipment
Property, plant and equipment are stated at historical cost less 
accumulated depreciation and any accumulated impairment losses.
Depreciation is calculated on the straight-line method so as to 
write-off the cost of each asset to its residual value over its estimated 
useful life. The annual depreciation rates used are as follows:
 › Computer equipment: three years
 › Furniture, fixtures and office equipment: 6-15 years
 › Leasehold improvements: ten years or the term of the lease,  
if shorter
The assets’ residual values and useful lives are reviewed and 
adjusted, if appropriate, at each reporting date.
Where the carrying amount of an asset is greater than its 
estimated recoverable amount, the asset is written-down 
immediately to its recoverable amount.
Expenditure for repairs and maintenance of property, plant and 
equipment is charged to profit or loss in the year in which it 
is incurred.
An item of property, plant and equipment is derecognised upon 
disposal or when no future economic benefits are expected to arise 
from the continued use of the asset. Any gain or loss arising on the 
disposal or retirement of an item of property, plant and equipment 
is determined as the difference between the sales proceeds and the 
carrying amount of the asset and is recognised in profit or loss.
Impairment of property, plant and equipment and internally 
generated intangible assets
Assets that have an indefinite useful life are not subject to 
depreciation or amortisation and are tested annually for impairment. 
Assets that are subject to depreciation or amortisation are reviewed 
for impairment whenever events or changes in circumstances 
indicate that the carrying amount may not be recoverable. An 
impairment loss is recognised for the amount by which the asset’s 
carrying amount exceeds its recoverable amount. The recoverable 
amount is the higher of an asset’s fair value less costs to sell and 
value in use. For the purposes of assessing impairment, assets are 
grouped at the lowest levels for which there are separately 
identifiable cash flows (cash generating units).
Trade receivables
Trade receivables are measured at initial recognition at fair value 
and are subsequently measured at amortised cost using the 
effective interest rate method. Appropriate allowances for 
estimated irrecoverable amounts are recognised in profit or loss 
when there is objective evidence that the asset is impaired. The 
allowance recognised is measured as the difference between the 
asset’s carrying amount and the present value of estimated future 
cash flows discounted at the effective interest rate computed at 
initial recognition.
Cash and cash equivalents
For the purpose of the consolidated cash flow statement, cash 
and cash equivalents comprise cash at bank and short-term 
bank deposits.
Trade payables
Trade payables are initially measured at fair value and are 
subsequently measured at amortised cost, using the effective 
interest rate method.
Current and deferred tax
Income tax expense represents the sum of the tax currently 
payable and deferred tax.
Current tax
Current tax liabilities and assets are measured at the amount 
expected to be paid to or recovered from the taxation authorities, 
using the tax rates and laws that have been enacted, or 
substantively enacted, by the reporting date.
Deferred tax
Deferred tax is provided in full, using the liability method, 
on temporary differences arising between the tax bases of 
assets and liabilities and their carrying amounts in the financial 
statements. Currently enacted tax rates are used in the 
determination of deferred tax.
Deferred tax assets are recognised to the extent that it is 
probable that future taxable profit will be available against which 
the temporary differences can be utilised. Deferred tax is calculated 
at the tax rates that are expected to apply in the period when the 
liability is settled or the asset realised, based on tax rates that have 
been enacted or substantively enacted by the period end date, and 
is not discounted.
Deferred tax assets and liabilities are offset when there is a legally 
enforceable right to set off current tax assets against current 
tax liabilities and when the deferred taxes relate to the same 
fiscal authority.
Operating leases
Leases, where a significant portion of the risks and rewards of 
ownership are retained by the lessor, are classified as operating 
leases. Payments made under operating leases are charged to 
profit or loss on a straight-line basis over the period of the lease.
2 Significant accounting policies continued
Notes to the consolidated financial statements
continued  
29
 Crossrider plc  
Annual Report and Accounts 2016
STRATEGIC  
REPORT
CORPORATE 
GOVERNANCE 
FINANCIAL  
STATEMENTS
2 Significant accounting policies continued 
Share-based payments
Crossrider operates equity-settled, share-based compensation 
plans, under which the entity receives services from employees as 
consideration for Crossrider equity instruments (options). The fair 
value of the options and share awards is recognised as an employee 
benefit expense. The total amount to be expensed over the vesting 
period is determined by reference to the fair value of the options 
granted, excluding the impact of any non-market vesting conditions 
(for example, profitability and sales growth targets). Non-market 
vesting conditions are included in assumptions about the number 
of options that are expected to vest.
At each balance sheet date, the entity revises its estimates of the 
number of options that are expected to vest. It recognises the 
impact of the revision of original estimates, if any, in the income 
statement, with a corresponding adjustment to equity. The 
proceeds received net of any directly attributable transaction 
costs are credited to share capital (par value) and share premium 
when the options are exercised.
Share capital
Ordinary shares are classified as equity. The difference between 
the fair value of the consideration received by the Group and the 
nominal value of the share capital being issued is classified as 
additional paid in capital.
Critical accounting estimates and judgements
The preparation of consolidated financial statements under IFRS 
requires the Group to make estimates and judgements that affect 
the application of policies and reported amounts. Estimates and 
judgements are continually evaluated and are based on historical 
experience and other factors including expectations of future 
events that are believed to be reasonable under the 
circumstances. Actual results may differ from these estimates.
The following accounting policies cover areas that the Directors 
consider require estimates and assumptions which have a 
significant risk of causing a material adjustment to the carrying 
amount of assets and liabilities within the next financial year:
(a) Impairment of intangible assets
Intangible assets are initially recorded at acquisition cost and are 
amortised on a straight-line basis over their useful economic life. 
Intangible assets that are acquired through a business combination 
are initially recorded at fair value at the date of acquisition. Intangible 
assets with indefinite useful life are reviewed for impairment at 
least once per year. The impairment test is performed using the 
discounted cash flows expected to be generated through the use of 
the intangible assets, using a discount rate that reflects the current 
market estimations and the risks associated with the asset. When it 
is impractical to estimate the recoverable amount of an asset, the 
Group estimates the recoverable amount of the cash generating 
unit in which the asset belongs to (see also note 10).
(b) Capitalisation of development expenses
Research and development costs which create identifiable assets and 
are expected to generate future economic benefits are capitalised, 
and the remainder is expensed to the income statement. This 
requires the Group to perform judgements in apportioning costs to 
identifiable assets and making judgements about which assets are 
expected to give rise to future economic benefits.
(c) Presentation of net revenues
The Group makes judgements in assessing whether it has acted 
as a principal or agent in transactions for selling and acquiring 
advertising media space, and therefore whether it reports its 
revenues gross or net respectively. The Group assesses a number 
of criteria in making these judgements, including the party, who is 
responsible for price setting and credit risk of the transaction, the 
losses the Group would suffer for non-delivery of service as well as 
the perceived and contractual relationship between the media 
publisher and seller or ad network.
3 Financial risk management
The Group is exposed to interest rate risk, credit risk, liquidity risk, 
currency risk and capital risk management arising from the financial 
instruments it holds (see also note 17). The risk management 
policies employed by the Group to manage these risks are 
discussed below:
Interest rate risk
Interest rate risk is the risk that the value of financial instruments will 
fluctuate due to changes in market interest rates. The Group has no 
material interest-bearing financial instruments and is therefore not 
exposed to changes in market rates of interest or fair value interest 
rate risk.
Credit risk
Credit risk arises when a failure by counterparties to discharge 
their obligations could reduce the amount of future cash inflows 
from financial assets on hand at the reporting date. The principle 
credit risk is considered to result from new relationships with 
customers with which the Group does not have a long working 
relationship and for which reliable information as to their credit 
ratings cannot be obtained. In such cases, the Group limits the 
initial credit facility afforded to these customers. Cash balances are 
held with high credit quality financial institutions and the Group 
has policies to limit the amount of credit exposure to any financial 
institution or customer.
Liquidity risk
Liquidity risk is the risk that arises when the maturity of assets 
and liabilities does not match. An unmatched position potentially 
enhances profitability, but can also increase the risk of losses. The 
Group has procedures with the object of minimising such losses, 
such as by having available an adequate amount of committed credit 
facilities from the ultimate shareholder and related parties, and 
maintaining sufficient cash and other highly liquid current assets.
Currency risk
Currency risk is the risk that the value of financial instruments 
will fluctuate due to changes in foreign exchange rates. Currency 
risk arises when future commercial transactions and recognised 
assets and liabilities are denominated in a currency that is not the 
Group’s measurement currency. The Group is exposed to foreign 
exchange risk arising from various currency exposures primarily 
with respect to the Israeli New Shekel, British Pound, Euro, 
Australian Dollar and Canadian Dollar. The Group’s management 
monitors the exchange rate fluctuations on a continuous basis and 
acts accordingly and also avoids engaging in a significant level of 
transactions in currencies which are considered volatile or 
exposed to risk of significant fluctuations. 30
Crossrider plc  
Annual Report and Accounts 2016  
4 Revenue
2016
$’000
2015
$’000
Revenue from advertising 18,291 47,406
Sale of software tool 38,241 37,229
56,532 84,635
Revenues from sale of software tool is generated mainly from the App Distribution CGU, while revenues from advertising is generated 
mainly from the Media CGU.
5 Segmental information
Segments revenues and results
During the period a major restructuring has been undertaken, resulting in changes to the Group’s management reporting. The change in 
reporting provides a more accurate and transparent description of activities. The Group now operates three reportable segments:
 › App Distribution – comprising the Group’s app distribution platform;
 › Media – comprising the Group’s ad network activities and associated technology platforms; and
 › Web Apps and License – comprising revenue generated from monetising Web Apps and licensing the associated technology.
Consequently, the prior year segmental results have been restated.
App 
Distribution  
2016
$’000
Media  
2016
$’000
Web Apps 
and License  
2016
$’000
Total  
2016
$’000
Revenue 38,241 13,783 4,508 56,532
Cost of sales (2,360) – – (2,360)
Direct sales and marketing costs (24,614) (10,303) – (34,917)
Segment result 11,267 3,480 4,508 19,255
Central operating costs (12,842)
Adjusted EBITDA
(1)
6,413
Depreciation and amortisation (9,884)
Impairment of intangible assets (4,683)
Employee share-based payment charge (716)
Exceptional and non-recurring costs (862)
Operating loss (9,732)
Share of results of associates 47
Finance income 4
Finance costs (332)
Loss before tax (10,013)
Taxation (665)
Loss after taxation (10,678)
Exceptional and non-recurring costs in 2016 comprised non-recurring staff restructuring costs of $0.6 million and a $0.3 million one-time 
onerous contract written-off in the period. The decrease in the employee share-based payment charge is due to reversal of charges from 
previous periods for employees that left the Company during the year.
The impairment of intangible assets charge of $4,683,000 relates to the Media segment. After allocating this charge to the Media 
segment, the segment result is $1,203,000 loss.
Notes to the consolidated financial statements
continued  
31
 Crossrider plc  
Annual Report and Accounts 2016
STRATEGIC  
REPORT
CORPORATE 
GOVERNANCE 
FINANCIAL  
STATEMENTS
App 
Distribution  
2015
$’000
Media  
2015
$’000
Web Apps 
and License  
2015
$’000
Total  
2015
$’000
Revenue 37,229 20,426 26,980 84,635
Cost of sales (1,854) 0 (5,534) (7,388)
Direct sales and marketing costs (25,961) (16,927) (7,835) (50,723)
Segment result 9,414 3,499 13,611 26,524
Central operating costs (16,460)
Adjusted EBITDA
(1)
10,064
Depreciation and amortisation (9,370)
Impairment of intangible assets (9,132)
Employee share-based payment charge (3,407)
Exceptional and non-recurring costs (1,957)
Operating loss (13,802)
Share of results of associates (38)
Finance income 15
Finance costs (870)
Loss before tax (14,695)
Taxation (2,902)
Loss after taxation (17,597)
(1) Adjusted EBITDA is a company-specific measure which is calculated as operating loss before depreciation, amortisation, exceptional and non-recurring costs, employee 
share-based payment charges and impairment of intangible assets which are considered to be one-off and non-recurring in nature, as set out in note 6. The Directors 
believe that this provides a better understanding of the underlying trading performance of the business.
Exceptional and non-recurring costs in 2015 comprise non-recurring staff costs of $0.1 million and payments of contingent consideration 
treated as remuneration in respect of the Ajillion and Definiti Media acquisitions expensed through the income statement of $1.9 million.
The impairment of intangible assets charge of $9,132,000 relates to the Web Apps and License segment. After allocating this charge to 
the Web Apps and License segment, the segment result is $4,479,000.
Information about major customers
In 2016 and 2015 there were no customers contributing more than 10 per cent of total revenue of the Group.
Geographical analysis of revenue
Revenue by origin
2016
$’000
2015
$’000
Europe 17,297 3,641
British Virgin Islands 27,520 68,300
Asia 11,715 12,694
56,532 84,635
Geographical analysis of non-current assets
2016
$’000
2015
$’000
Europe 3,990 10,245
British Virgin Islands – 87
Asia 3,714 9,925
Total intangible assets and property, plant and equipment 7,704 20,257
5 Segmental information continued 32
Crossrider plc  
Annual Report and Accounts 2016  
6 Operating loss
Operating loss has been arrived at after charging:
2016
$’000
2015
$’000
Exceptional and non-recurring costs
Non-recurring staff costs 562 95
Onerous contract 300 –
Expensed contingent payments arising from business combinations (note 7) – 1,862
862 1,957
Auditor’s remuneration:
 Audit 147 97
 Other services 21 20
Amortisation of intangible assets 9,421 8,974
Depreciation 463 396
Impairment of intangible assets (note 10) 4,683 9,132
Employee share-based payment charge (note 7) 716 3,407
Rent payable under operating leases 459 294
Operating costs
Operating costs are further analysed as follows:
2016  
Adjusted
$’000
2016  
Total
$’000
2015  
Adjusted
$’000
2015  
Total
$’000
Direct sales and marketing costs 34,917 34,917 50,722 50,722
Indirect sales and marketing costs 4,265 4,998 3,016 3,424
Selling and marketing costs 39,182 39,915 53,738 54,146
Research and development costs 1,299 1,661 2,539 3,500
Management, general and administrative costs 7,278 7,761 10,906 14,901
Depreciation and amortisation 1,379 9,884 1,048 9,370
Impairment of intangible assets – 4,683 – 9,132
Total operating costs 49,138 63,904 68,231 91,049
Adjusted operating costs exclude share-based payment charges, exceptional and non-recurring costs, amortisation of acquired 
intangible assets and impairment of intangible assets.
7 Staff costs
Total staff costs comprise the following:
2016
$’000
2015
$’000
Salaries and related costs 7,204 9,915
Expensed contingent payments arising from business combinations (note 24) – 1,862
Employee share-based payment charge (note 18) 716 3,407
7,920 15,184
Notes to the consolidated financial statements
continued  
33
 Crossrider plc  
Annual Report and Accounts 2016
STRATEGIC  
REPORT
CORPORATE 
GOVERNANCE 
FINANCIAL  
STATEMENTS
The remuneration of the key management personnel of the Group, which comprises the Executive Directors and senior management 
team, is set out below:
2016
$’000
2015
$’000
The aggregate remuneration comprised:
Wages and salaries 1,490 2,190
Expensed contingent payments arising from business combinations (note 24) – 912
Employee share-based payment charge 185 1,585
1,675 4,687
Details of Directors’ remuneration are set out in the Remuneration Committee report on pages 16 to 17.
8 Finance costs
2016
$’000
2015
$’000
Interest expense 51 210
Net foreign exchange and other finance expenses 281 660
332 870
9 Taxation
The Parent Company is domiciled, for tax purposes, in both the Isle of Man and the UK. The final tax charge shown below arises partially 
from the difference in tax rates applied in the different jurisdictions.
The tax charge in the year 2015 of $2,902,000 includes an exceptional tax charge of $2,200,000 arising as a result of the change in 
previously established corporation tax guidance in Israel relating to tax positions taken in respect of the 2013 and 2014 financial years. Of 
the $2,200,000 charge, $1,200,000 has been agreed and settled in relation to profits generated in Israel in 2013, which have subsequently 
been deemed to be taxable as a result of revised OECD guidance and application. The remaining $1,000,000 has arisen from a retrospective 
change to the cost plus transfer pricing methodology (which was established and ratified by Israeli case law in 2015) on share option charges 
incurred by subsidiaries in Israel in 2014. The Group continues to recognise a deferred tax asset of $166,000 (2015: $716,000) in respect of 
tax losses accumulated in previous years. 
The total tax charge can be reconciled to the overall tax charge as follows:
2016
$’000
2015
$’000
Loss before taxation (10,013) (14,695)
Tax at the applicable tax rate of 20% (2015: 20%) (2,003) (2,939)
Tax effect of:
Differences in overseas rates 976 2,233
Exceptional tax charge – 2,200
Expenses not deductible for tax purposes 1,327 1,408
Deferred tax not recognised on losses carried forward 440 –
Tax expense for previous years (75) –
Tax charge for the year 665 2,902
Analysed as:
Deferred taxation in respect of the current year 263 (463)
Current tax charge 402 3,365
Tax charge for the year 665 2,902
7 Staff costs continued 34
Crossrider plc  
Annual Report and Accounts 2016  
The Group has maximum corporation tax losses carried forward at each period end as set out below:
2016
$’000
2015
$’000
Corporate tax losses carried forward 28,320 19,322
Details of the deferred tax asset recognised (arising in respect of losses) is set out below:
2016
$’000
2015
$’000
At the beginning of the year 716 567
(Derecognised)/recognised in the year (558) 166
Foreign exchange revaluation 8 (17)
At the end of the year 166 716
Details of the deferred tax liability recognised (arising from timing differences on intangible valuations on business combinations) is set 
out below:
2016
$’000
2015
$’000
At the beginning of the year 986 1,283
Movement in the year due to temporary differences (295) (297)
At the end of the year 691 986
In addition, the Group has an unrecognised deferred tax asset in respect of the following:
2016
$’000
2015
$’000
Tax losses carried forward 28,047 10,729
9 Taxation continued
Notes to the consolidated financial statements
continued  
35
 Crossrider plc  
Annual Report and Accounts 2016
STRATEGIC  
REPORT
CORPORATE 
GOVERNANCE 
FINANCIAL  
STATEMENTS
10 Intangible assets
Intellectual 
property
$’000
Trademarks
$’000
Customer 
lists
$’000
Goodwill
$’000
Internet 
domains
$’000
Capitalised 
software 
development 
costs
$’000
Total
$’000
Cost
At 1 January 2015 35,205 9,462 2,383 7,684 69 1,113 55,916
Additions – – – – – 1,593 1,593
At 31 December 2015 35,205 9,462 2,383 7,684 69 2,706 57,509
Additions 1,219 – – – – 744 1,963
At 31 December 2016 36,424 9,462 2,383 7,684 69 3,450 59,472
Accumulated amortisation
At 1 January 2015 (16,367) (3,241) (400) – – (141) (20,149)
Charge for the year (5,953) (1,892) (477) – – (652) (8,974)
Impairment losses (4,711) (1,341) (55) (2,316) – (709) (9,132)
At 31 December 2015 (27,031) (6,474) (932) (2,316) – (1,502) (38,255)
Charge for the period (6,528) (1,494) (483) – – (916) (9,421)
Impairment losses – – – (4,683) – – (4,683)
At 31 December 2016 (33,559) (7,968) (1,415) (6,999) – (2,418) (52,359)
Net book value
At 1 January 2015 18,838 6,221 1,983 7,684 69 972 35,767
At 31 December 2015 8,174 2,988 1,451 5,368 69 1,204 19,254
At 31 December 2016 2,865 1,494 1,968 685 69 1,032 7,113
In October 2016, the Group exercised an option to acquire the intellectual property of PC maintenance software product DriverAgent, 
from eSupport.com Inc for a total consideration of $1,208,000. $150,000 from the consideration was paid in the year ending 
31 December 2015 for the option, $850,000 was paid during the year ending 31 December 2016. Another $208,000 is deferred 
consideration which is contingent on future results of the product.
Goodwill acquired in a business combination is allocated at acquisition to the cash generating units (‘CGUs’), or group of units, that are 
expected to benefit from that business combination. Following the change in reportable segments, the Group goodwill was allocated to 
the Media segment. Before recognition of the impairment charge, the goodwill has a carrying value as at 31 December 2016 of 
$5,368,000 (2015: $5,368,000).
The Group tests goodwill annually for impairment, or more frequently if there are indications that goodwill might be impaired. The 
recoverable amounts of the CGUs are determined from value-in-use calculations. The key assumptions for the value-in-use calculations 
are those regarding the discount rates, growth rates and expected changes to selling prices and direct costs during the period.
At 31 December 2016, before impairment testing, the carrying value of intangible assets allocated to the Media CGU was $9,417,000, 
including goodwill of $5,368,000. As a result of the reduction in the management forecasted cash flows attributable to the acquired 
intangible assets, the carrying value of the goodwill has therefore been reduced to its recoverable amount of $685,000 through 
recognition of an impairment loss of $4,683,000.
For the Media CGU, the Group has prepared calculations based on cash flow projections for the next five years from the most recent 
budgets approved by management and extrapolated cash flows beyond this period using an estimated growth rate of 1 per cent  
(2015: 1 per cent). This rate does not exceed the average long-term growth rate for the relevant markets. The rate used to discount these 
forecast cash flows is 25 per cent (2015: 25 per cent).
The discount rate used in the valuation of the Media CGU was 25 per cent. If the discount rate was increased by 1 percentage point the 
impairment would increase by $176,000.
The discount rate used in the valuation of the Web Apps and License CGU was reduced to 10 per cent compared to 25 per cent in 2015 as 
cash flows are generated from two short-term license agreements and are considered to be at low risk. 36
Crossrider plc  
Annual Report and Accounts 2016  
The carrying value of goodwill and intangible assets by CGU less provisions for impairment is set out as follows:
Web Apps 
and License
$’000
Media
$’000
App 
Distribution
$’000
Total
$’000
Carrying value before impairment losses at 1 January 2016 974 9,417 1,405 11,796
Provisions for impairment – (4,683) – (4,683)
Net book value at 31 December 2016 974 4,734 1,405 7,113
At 31 December 2015, before impairment testing, the carrying value of intangible assets allocated to the Web Apps and License CGU was 
$17,423,000, including goodwill of $2,316,000. Due to the significant reduction in advertising volumes that management believes can be 
achieved in the web extensions business in 2016 the group has revised its cash flow forecasts for this CGU. The carrying value of the 
intangible assets of the Web Apps and License CGU has therefore been reduced to its recoverable amount of $8,291,000 through 
recognition of an impairment loss of $9,132,000, of which $2,316,000 has been allocated to goodwill.
Web Apps 
and License
$’000
Media
$’000
App 
Distribution
$’000
Total
$’000
Carrying value before impairment losses at 1 January 2015 17,423 10,894 69 28,386
Provisions for impairment (9,132) – – (9,132)
Net book value at 31 December 2015 8,291 10,894 69 19,254
The Group tests the useful economic life of the intangible asset whenever events or changes in circumstances indicate that the useful 
economic life may need to be changed. The Web Apps initial intellectual property and customer lists were fully amortised in the year 
ending 31 December 2016 due to a change in management assumptions with the expected useful life of these assets. If the management 
assumption was not changed, the amortisation attributed to the Web Apps intellectual property and customer lists would be $3,865,000 
instead of $5,807,000.
11 Property, plant and equipment
Computer 
equipment
$’000
Furniture, 
fixtures and 
office 
equipment
$’000
Leasehold 
improvements
$’000
Total
$’000
Cost
At 1 January 2015 808 345 654 1,807
Additions 109 29 82 220
At 31 December 2015 917 374 736 2,027
Additions 78 3 27 108
Disposals (19) (98) (313) (430)
At 31 December 2016 976 279 450 1,705
Accumulated depreciation:
At 1 January 2015 (417) (52) (160) (629)
Charge for the period (158) (35) (203) (396)
Exchange differences 1 – – 1
At 31 December 2015 (574) (87) (363) (1,024)
Charge for the period (150) (50) (263) (463)
Disposals 11 49 311 371
Exchange differences 2 – – 2
At 31 December 2016 (711) (88) (315) (1,114)
Net book value
At 1 January 2015 391 293 494 1,178
At 31 December 2015 343 287 373 1,003
At 31 December 2016 265 191 135 591
10 Intangible assets continued
Notes to the consolidated financial statements
continued  
37
 Crossrider plc  
Annual Report and Accounts 2016
STRATEGIC  
REPORT
CORPORATE 
GOVERNANCE 
FINANCIAL  
STATEMENTS
12 Trade and other receivables
2016
$’000
2015
$’000
Trade receivables and accrued income 5,604 12,973
Prepayments 391 995
Other receivables 1,955 2,312
7,950 16,280
The ageing of trade receivables that are past due but not impaired is shown below:
2016
$’000
2015
$’000
Between 1 and 30 days 685 1,620
Between 31 and 60 days 219 258
More than 60 days 247 176
1,151 2,054
The fair values of trade and other receivables due within one year approximate to their carrying amounts as presented above. 
The exposure of the Group to credit risk and impairment losses in relation to trade and other receivables is set out in note 17 of the 
consolidated financial statements.
13 Cash and cash equivalents
2016
$’000
2015
$’000
Cash in bank accounts 59,857 71,172
Bank deposits 12,207 164
72,064 71,336
The carrying value of these assets represents a reasonable approximation to their fair value.
14 Trade and other payables
2016
$’000
2015
$’000
Trade payables 1,879 2,963
Accrued expenses 3,367 7,908
Employee liabilities 709 1,744
Other payables 1,141 2,701
7,096 15,316
The Group’s management consider that the carrying value of trade and other payables approximates their fair value. The Group has 
financial risk management policies in place to ensure that all payables are paid within the credit timeframe and no interest has been 
charged by any suppliers as a result of late payment of invoices.
15 Shareholder’s equity
2016  
Number  
of shares
2015  
Number  
of shares
Issued and paid up ordinary shares of $0.0001 148,496,073 148,496,073
The issued share capital of the Company on incorporation was 10,000 ordinary shares of $1.00 par value.
During the year a total of nil new ordinary shares of $0.0001 par value were issued for cash in relation to share option schemes resulting 
in cash consideration of $nil (2015: $18,000). 38
Crossrider plc  
Annual Report and Accounts 2016  
During the year a total of 1,250,000 ordinary shares of $0.0001 par value were purchased by the Company for a total cash consideration 
of $994,952 and are held in treasury at the reporting date (2015: $5,130,920).
As at 31 December 2016, the Company held in treasury a total of 7,451,423 ordinary shares of $0.0001 par value (2015: 6,201,423).
The following describes the nature and purpose of each reserve within owner’s equity:
Reserve Description and purpose
Additional paid in capital Share premium (i.e. amount subscribed or share capital in excess of nominal value)
Retained earnings Cumulative net gains and losses recognised in the consolidated statement of comprehensive income
16 Interests in associates
In September 2015, the Group acquired 16.67 per cent of the share capital of Clearvelvet Trading Limited for a total consideration of 
$850,000, of which $350,000 was paid in 2016 on completion of certain milestones. Although the Group holds less than 20 per cent of the 
equity shares of the voting power at shareholder meetings, the Group exercises significant influence by virtue of its contractual right to 
appoint one of four directors to the Board of Directors of Clearvelvet Ltd and to veto certain significant trading and investment decisions.
2016
$’000
2015
$’000
Interest in associates at the beginning of the year 812 –
Investment in associates in the year – 850
Share of results 47 (38)
Interest in associates at the end of the year 859 812
Aggregated amounts relating to Clearvelvet Limited are as follows:
2016
$’000
2015
$’000
Total current assets 6,117 1,266
Total current liabilities 5,467 1,107
Revenues 11,793 1,805
Profit (loss) 288 (230)
In January 2016, the Company signed a loan facility agreement with Clearvelvet Trading Limited in order to support Clearvelvet’s working 
capital requirements. As at 31 December 2016, the loan amount is $720,000 (2015: nil). Clearvelvet’s trade debtor balance is used as a 
guarantee for the loan.
17 Financial instruments
The Group is exposed to the risks that arise from its use of financial instruments. This note describes the objectives, policies and 
processes of the Group for managing those risks and the methods used to measure them. Further quantitative information in respect 
of these risks is presented throughout this financial information.
Principal financial instruments
The principal financial instruments used by the Group, from which financial instrument risk arises, are as follows:
 › Trade and other receivables
 › Trade and other payables
 › Cash and cash equivalents
 › Loans receivable
 › Deferred consideration
15 Shareholder’s equity continued
Notes to the consolidated financial statements
continued  
39
 Crossrider plc  
Annual Report and Accounts 2016
STRATEGIC  
REPORT
CORPORATE 
GOVERNANCE 
FINANCIAL  
STATEMENTS
Financial assets
The Group held the following financial assets:
2016
$’000
2015
$’000
Trade receivables and accrued income 5,604 12,973
Other receivables 1,955 2,312
Cash 72,064 71,336
79,623 86,621
Financial liabilities
The Group held the following financial liabilities:
2016
$’000
2015
$’000
Amortised cost
Trade payables 1,879 2,963
Other payables and accrued expenses 4,611 12,353
Deferred consideration (see note 24) 403 1,589
6,893 16,905
The Group’s Directors monitor and manage the financial risks relating to the operation of the Group. These risks include market risk 
(including foreign currency risk and interest rate risk), credit risk and liquidity risk.
Market risk
(a) Foreign currency risk management
The carrying amounts of the Group’s foreign currency-denominated monetary assets and monetary liabilities at the reporting date are 
as follows:
Liabilities Assets
2016
$’000
2015
$’000
2016
$’000
2015
$’000
Israeli New Shekel 473 1,087 703 1,696
Euro 761 2,747 2,300 5,988
British Pound 209 1,845 48 2,874
Australian Dollar – – 11 16
Canadian Dollar – – – 54
Romanian Leu 38 – 107 –
1,481 5,679 3,169 10,628
A 10 per cent weakening of the United States Dollar against the following currencies at 31 December would have increased/(decreased) 
equity and profit or loss by the amounts shown below. This analysis assumes that all other variables, in particular interest rates, remain 
constant. For a 10 per cent strengthening of the United States Dollar against the relevant currency, there would be an equal and opposite 
impact on the profit and other equity.
Equity Profit or loss
2016
$’000
2015
$’000
2016
$’000
2015
$’000
Israeli New Shekel 23 61 23 61
Euro 154 324 154 324
British Pound (16) 103 (16) 103
Australian Dollar 1 2 1 2
Canadian Dollar – 5 – 5
Romanian Leu 7 – 7 –
169 495 169 495
17 Financial instruments continued 40
Crossrider plc  
Annual Report and Accounts 2016  
(b) Interest rate risk management
At the reporting date, the interest rate analysis of financial instruments was:
2016
$’000
2015
$’000
Fixed rate financial instruments
Financial assets 72,064 71,336
72,064 71,336
Any increase/(decrease) in interest rates will have no effect on results and equity of the Group, because all financial instruments are fixed rate.
Credit risk
The carrying amount of financial assets represents the maximum credit exposure. The maximum exposure to credit risk at the reporting 
date was:
2016
$’000
2015
$’000
Trade and other receivables 5,738 13,784
Cash at bank 59,857 71,172
Bank deposits 12,207 164
Receivables from related companies 1,821 1,501
79,623 86,621
Before accepting a new customer, the Group assesses each potential customer’s credit quality and risk. Customer contracts are drafted 
to reduce any potential credit risk to the Group. Where appropriate, the customer’s recent financial statements are reviewed.
Trade receivables are regularly reviewed for bad and doubtful debts. The Group holds a provision of $230,000 at 31 December 2016 
against bad and doubtful debts (2015: $337,000). At 31 December 2016, the Group had trade receivables of $1,151,000 (2015: $2,054,000) 
that were past due but not impaired. The ageing analysis of these past due receivables is set out in note 12.
In determining the recoverability of trade receivables, the Group considers any change in the credit quality of the trade receivable from 
the date the credit was initially granted up to the reporting date. The Group does not hold any collateral as security. Impairments of trade 
receivables are expensed as operating expenses. The fair value of receivables equates to their book value. The Group does not collect 
external credit ratings for customers but uses its own methods for determining creditworthiness.
The Group and Company seek to limit the level of credit risk on cash and cash equivalents by depositing funds with banks that have high 
credit ratings.
Liquidity risk management
The Group’s liquidity risk is monitored using regular cash flow reporting and projections to ensure that it is able to meet its obligations as 
they fall due.
The following tables detail the Group’s remaining contractual maturity for its financial liabilities. The tables have been drawn up based on 
the undiscounted cash flows of financial liabilities based on the earliest date on which the Group can be required to pay. The table 
includes both interest and principal cash flows.
2016
Carrying 
amounts
$’000
Contractual 
cash flows
$’000
3 months  
or less
$’000
Between 
3-12 months
$’000
Between  
1-5 years
$’000
More than  
5 years
$’000
Trade and other payables 6,470 6,470 6,265 205 – –
Payables to related parties 20 20 20 – – –
Deferred consideration 403 503 – 253 250 –
6,893 6,993 6,285 458 250 –
17 Financial instruments continued
Notes to the consolidated financial statements
continued  
41
 Crossrider plc  
Annual Report and Accounts 2016
STRATEGIC  
REPORT
CORPORATE 
GOVERNANCE 
FINANCIAL  
STATEMENTS
2015
Carrying 
amounts
$’000
Contractual 
cash flows
$’000
3 months  
or less
$’000
Between 
3-12 months
$’000
Between  
1-5 years
$’000
More than  
5 years
$’000
Trade and other payables 13,740 13,740 12,445 1,090 205 –
Payables to related parties 1,576 1,576 1,576 – – –
Deferred consideration 1,589 1,644 – 1,439 205 –
16,905 16,960 14,021 2,529 410 –
18 Employee share-based payments
Options have been granted under the Group’s share option scheme to subscribe for ordinary shares of the Company. At 31 December 
2016, the following options were outstanding (2015: 14,481,158):
Group Grant date
Number of shares  
under option
Subscription price  
per share
Group 2 29 May 2014 1,182,790 $0.449
Group 3 29 May 2014 2,413,819 $0.538
Group 7 30 September 2014 854,940 $1.662
Group 8 21 April 2015 633,062 $1.523
Group 9 18 November 2015 200,000 $0.820
Group 10 5 January 2016 742,500 $0.820
Group 11 31 May 2016 2,000,000 $0.402
Group 12 26 October 2016 2,232,272 $0.445
Total 10,259,383
Vesting conditions
Group 2: 50 per cent at the end of the first year following the grant date. 12.5 per cent on a quarterly basis during 12 quarters 
period thereafter.
Groups 3–12: 25 per cent at the end of the first year following the grant date. 6.25 per cent on a quarterly basis during 12 quarters 
period thereafter.
The total number of shares exercisable as of 31 December 2016 was 3,840,679 (2015: 8,312,028).
The weighted average fair value of options granted in the year using the Cox, Ross and Rubinstein’s Binomial Model (the ‘Binomial Model’) 
was $0.26. The inputs into the Binomial Model are as follows:
2016
$’000
2015
$’000
Early exercise factor 100%-150% 100%-150%
Fair value of Group’s stock $0.40-$0.80 $0.75-$1.51
Expected volatility 60% 60%
Risk-free interest rate 0.25-1.89% 0.5-1.93%
Dividend yield – –
Forfeiture rate 7%-14% 4%-13%
Expected volatility was determined based on the historical volatility of comparable companies.
Forfeiture rate is assumed to be 7 to 14 per cent for senior management and 26 per cent for other employees.
The risk-free interest rate was estimated based on average yields of UK government bonds.
17 Financial instruments continued 42
Crossrider plc  
Annual Report and Accounts 2016  
The Group recognised total share-based payments relating to equity-settled share-based payment transactions as follows:
2016
$’000
2015
$’000
Share-based payment charge 716 3,407
Movements in the number of share options outstanding and their related weighted average exercise prices are as follows:
2016 2015
Weighted 
average 
exercise 
price
Number of 
options
Weighted 
average 
exercise 
price
Number of 
options
At the beginning of the year $0.66 14,481,158 $0.577 13,869,357
Granted $0.51 5,338,272 $1.42 1,325,500
Lapsed $0.56 (9,560,047) $0.538 (680,665)
Exercised – – $0.538 (33,034)
At the end of the year $0.66 10,259,383 $0.66 14,481,158
The options outstanding at 31 December 2016 had a weighted average remaining contractual life of 7.9 years (2015: 8.5 years).
19 Earnings per share
Basic loss/earnings per share is calculated by dividing the loss/earnings attributable to ordinary shareholders by the weighted average 
number of ordinary shares outstanding during the year.
2016
cents
2015
cents
Basic and diluted (7.6) (11.9)
Adjusted basic 2.7 4.8
Adjusted diluted 2.7 4.6
Adjusted earnings per share is a non-GAAP measure and therefore the approach may differ between companies. Adjusted earnings have 
been calculated as follows:
2016
$’000
2015
$’000
Loss for the year (10,678) (17,597)
Post-tax adjustments:
Employee share-based payment charge 823 3,343
Exceptional and non-recurring costs 774 1,941
Amortisation on acquired intangible assets 8,208 8,025
Impairment of intangible assets 4,683 9,132
Exceptional tax charge – 2,200
Adjusted profit for the year 3,810 7,044
Number Number
Denominator – basic:
Weighted average number of equity shares for the purpose of earnings per share 141,068,557 147,779,641
Denominator – diluted:
Weighted average number of equity shares for the purpose of diluted earnings per share 141,182,911 152,107,062
The diluted denominator has not been used where this has anti-dilutive effect. Basic and diluted loss per share are therefore the same 
for reporting purposes.
The difference between weighted average number of ordinary shares used for basic earnings per share and the diluted earnings per share 
is 114,354, being the effect of all potentially dilutive ordinary shares derived from the number of share options granted to employees.
18 Employee share-based payments continued
Notes to the consolidated financial statements
continued  
43
 Crossrider plc  
Annual Report and Accounts 2016
STRATEGIC  
REPORT
CORPORATE 
GOVERNANCE 
FINANCIAL  
STATEMENTS
20 Subsidiaries
Name Country of incorporation Principal activities Holding %
BestAd Hi Tech Media Limited 
(2)
Israel Development technical support and marketing services 100
Crossrider Advanced Technologies 
Limited 
(2)
Israel Development services and technical and marketing support 100
Crossrider (Israel) Limited 
(2)
Israel Provision of marketing services to related parties 100
Crossrider Technologies Limited 
(formerly Market Connect (Cyprus) 
Limited)
Cyprus Licensing of IP software and agency services to related parties 100
Crossrider Sports Limited 
(2)
United Kingdom Provision of consulting services 100
Reimage Limited 
(1)
Isle of Man Development and sale of the ‘Reimage’ software tool 100
Reimage Limited Cyprus Consulting, market research and software development services 100
R.S.F. Remote Software Fixing 
Limited 
(2)
Israel Provision of development, technical support and marketing 
support services to its parent company
100
Crosspath Trading Limited British Virgin Islands Performance of commercial activity through the licensing of 
technology from Crossrider Technologies Ltd
100
Blueroad Trading Limited Cyprus Provision of agency services to Crosspath Limited 100
Frontbase Trading Limited Cyprus Provision of agency services to Crosspath Limited 100
Crossrider ROM SRL Romania Provision of marketing and development services 100
Definiti Media Ltd Israel Providing digital advertising services for mobile platforms 100
(1) Re-domiciled from British Virgin Islands on 8 September 2016.
(2) Indirect shareholding.
The Group has been formed from a series of common control transactions which have been accounted for using merger accounting, and 
acquisitions from third parties which have been accounted for using the acquisition method.
21 Related party transactions
The Group is controlled by Unikmind Holdings Limited, incorporated in the British Virgin Islands, which owns 73 per cent of the 
Company’s shares. The controlling party is the Solidinsight Trust, established under the laws of the Isle of Man. Mr Teddy Sagi is the sole 
ultimate beneficiary of the Solidinsight Trust.
(a) Related party transactions
The following transactions were carried out with related parties:
2016
$’000
2015
$’000
Revenue from common controlled company 5,034 4,709
Technical support services to end customers provided by common controlled company (2,105) (1,226)
Payment processing services provided by common controlled company (300) (774)
Office rent expenses to common controlled companies (82) –
Revenue from equity investments 100 –
2,647 2,709
(b) Receivables owed by related parties (note 17)
Nature of transaction
2016
$’000
2015
$’000
Parent Company Unpaid share capital 10 10
Equity investments Loan and trade 799 –
Companies related by virtue of common control Trade 1,022 1,501
1,831 1,511 44
Crossrider plc  
Annual Report and Accounts 2016  
(c) Payables to related parties (note 17)
Nature of transaction
2016
$’000
2015
$’000
Amount owed to Director – 1,151
Companies related by virtue of common control Other 20 425
20 1,576
22 Operating leases
2016
$’000
2015
$’000
Due less than 1 year 553 619
Due between 1 and 5 years 868 1,052
1,421 1,671
The table above summarises the minimum commitments under the Group’s office rental agreements.
23 Contingent liabilities
The Group had no contingent liabilities as at 31 December 2016.
24 Deferred consideration
(a) Acquisition of Definiti Media Limited
The consideration for the acquisition of Definiti Media Ltd in May 2014 included $2,489,000 deferred consideration. Of this, $845,000 was 
repaid during the year ending 31 December 2014 and $746,000 was repaid during the year ending 31 December 2015. The remaining 
amount was repaid during the year ending 31 December 2016.
In addition, $1,427,000, included as part of the acquisition arrangements, has been recognised directly in the income statement during 
the year ending 31 December 2015 as set out in note 7.
(b) Acquisition of AjillionMax
The consideration for the acquisition of certain assets of AjillionMax Limited in May 2014 included $654,000 deferred consideration. Of this, 
$104,000 was repaid during the year ending 31 December 2014, $156,000 was repaid during the year ending 31 December 2015, $189,000 
was repaid during the year ending 31 December 2016 and the remaining amount will be repaid during the year ending 31 December 2017.
In addition, $435,000, included as part of the acquisition arrangements, has been recognised directly in the income statement during the 
year ending 31 December 2015.
(c) Investment in Clearvelvet Trading Ltd
In September 2015, the Group acquired 16.67 per cent of the share capital of Clearvelvet Limited for a total consideration of $850,000, of 
which $350,000 was paid in 2016 on completion of certain development milestones.
(d) Acquisition of DriverAgent intangibles
In October 2016, the Group acquired the intellectual property of PC maintenance software product, DriverAgent, from eSupport.com, Inc 
for a total consideration of $1.2 million. The consideration included $0.2 million of deferred consideration which is contingent on future 
results. Of this, $48,000 is expected to be repaid during the year ending 31 December 2017. The remaining amount is expected to be 
repaid during the year ending 31 December 2018.
25 Subsequent events
On 13 March 2017 the group acquired CyberGhost SRL, a company incorporated in Romania, for initial consideration of €6.1 million and 
potential maximum consideration of €3 million. CyberGhost is one of the leading cyber security SaaS providers, with a focus on the provision 
of Virtual Private Network (“VPN”) solution. The acquisition meets the group’s previously announced intention to strengthen its B2C market 
reach, allowing it to operate as a digital distribution and product platform, utilising its existing technology and intellectual property.
Due to the acquisition being executed on the same date as the authorisation of the financial statements the detailed acquisition accounting 
has not yet been undertaken and is therefore incomplete. It is anticipated that the acquisition will be accounted for in full in the interim 
financial statements for the period ending 30 June 2017.
21 Related party transaction continued
Notes to the consolidated financial statements
continued Shareholder information, including financial results, news and information on products and services, can be found at www.crossrider.com.
Independent Auditor
BDO LLP
55 Baker Street
London W1U 7EU
Nominated Advisor
Shore Capital & Corporate Limited
Bond Street House
14 Clifford Street
London W1S 4JU
Investor Relations
Vigo Communications
180 Piccadilly
London W1J 9HF
Corporate Legal Advisers
Berwin Leighton Paisner LLP
Adelaide House
London Bridge
London EC4R 9HA
Broker
Shore Capital Stockbrokers Limited
Bond Street House
14 Clifford Street
London W1S 4JU
Registrars
Computershare Investor Services (Jersey) Limited
Queensway House
Hilgrove Street
St Helier
Jersey JE1 1ES
Registered Office
Sovereign House
14-16 Nelson Street
Douglas
Isle of Man IM1 2AL
Stock exchanges
The Company’s ordinary shares are listed on the London Stock 
Exchange (AIM) under the symbol ‘CROS’. The Company does not 
maintain listings on any other stock exchanges.
Shareholder information and advisers Crossrider plc 
Interchange Triangle 
Stables Market
Chalk Farm Road
London NW1 8AB
Tel: +44 (0) 203 355 7926
crossrider .com
Crossrider plc Annual Report and Accounts 2016