UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Form 20-F ☒  Form 40-F ☐

The IFRS financial information contained in the (i) consolidated statements of financial position as of December 31, 2024 and December 31, 2023 (audited), (ii) consolidated statements of operation and other comprehensive income (loss) for the twelve months ended December 31, 2024, 2023 and 2022 (audited), (iii) consolidated statements of changes in equity (audited), and (iv) consolidated statements of cash flows for the twelve months ended December 31, 2024, 2023, and 2022 (audited), and the accompanying notes thereto, included in the press release attached as Exhibit 99.1 to this Report on Form 6-K are hereby incorporated by reference into the Company’s Registration Statements on Form S-8 (File No. 333-258731 and File No. 333-277709) and shall be deemed to be a part thereof from the date on which this report is filed, to the extent not superseded by documents or reports subsequently filed or furnished.

By:	/S/ Sagi Niri
Name:	Sagi Niri
Title:	Chief Financial Officer

Nexxen Reports Fourth Quarter and Full Year 2024 Financial Results

Generated all-time quarterly Contribution ex-TAC, programmatic revenue and CTV revenue records in Q4

2024, achieving 16%, 15%, and 86% year-over-year growth, respectively

Attained 38% year-over-year Adjusted EBITDA growth in Q4 2024, while expanding Adjusted EBITDA

Margin as a percentage of Contribution ex-TAC to 42% from 35%

Simplified the Company’s stock exchange and trading structure in Q1 2025, streamlining to a single U.S.

Ordinary Share listing

Nexxen’s Board of Directors approved the launch of a new $50 million Ordinary Share repurchase

program following the completion of the currently ongoing program

NEW YORK, March 5, 2025 -- Nexxen International Ltd. (NASDAQ: NEXN) (“Nexxen” or the “Company”), a global, flexible advertising technology platform with deep expertise in data and advanced TV, announced today its financial results for the three and twelve months ended December 31, 2024.

“Q4 capped off a strong and transformational year highlighted by all-time Contribution ex-TAC, programmatic revenue and CTV revenue records,” said Ofer Druker, Chief Executive Officer of Nexxen. “Our success validates that the upgrades we made in 2024 to our data capabilities, CTV and omnichannel capabilities, brand recognition and messaging are fueling better execution and resonating with customers and the market. As a result, partners across the industry are increasingly allocating more spending towards Nexxen and adopting multiple solutions within our end-to-end ecosystem.”

Mr. Druker added, “In the first half of 2025, and throughout the year, we will take major strides in our AI efforts, specifically launching several new Generative AI capabilities focused on two primary objectives - simplifying the use of our vertically integrated offerings and significantly enhancing their performance. As the owner of a robust technology stack, and through years-long and continued investments in machine learning, we believe the time is now for Generative AI to align with our strategic vision. Over time, we expect this promising turnkey innovation to streamline our customers’ experiences, enable more-precise audience targeting and measurement capabilities, advance our solutions across planning, activation, optimization and monetization, generate stronger returns for our customers and accelerate our growth opportunity. We also look forward to expanding our U.S. investor presence after simplifying our trading structure, which we believe will significantly benefit Nexxen and its shareholders over the long-term.”

(*) Prior period results have been retroactively adjusted to reflect the Company’s two-for-one reverse split and the changes in par value from NIS 0.01 to NIS 0.02 effected on February 14, 2025. See also Note 1a of the Company’s annual report filed on Form 20-F on March 5, 2025 for details.

Nexxen empowers advertisers, agencies, publishers and broadcasters around the world to utilize data and advanced TV in the ways that are most meaningful to them. Our flexible and unified technology stack comprises a demand-side platform (“DSP”) and supply-side platform (“SSP”), with the Nexxen Data Platform at its core. With streaming in our DNA, Nexxen’s robust capabilities span discovery, planning, activation, monetization, measurement and optimization – available individually or in combination – all designed to enable our partners to achieve their goals, no matter how far-reaching or hyper niche they may be.

Nexxen is headquartered in Israel and maintains offices throughout the United States, Canada, Europe and Asia-Pacific, and is traded on Nasdaq (NEXN). For more information, visit www.nexxen.com.

For further information please contact:

Billy Eckert, Vice President of Investor Relations
ir@nexxen.com

Caroline Smith, Vice President of Communications

This press release contains forward-looking statements, including forward-looking statements within the meaning of Section 27A of the United States Securities Act of 1933, as amended, and Section 21E of the United States Securities and Exchange Act of 1934, as amended. Forward-looking statements are identified by words such as “anticipates,” “believes,” “expects,” “intends,” “may,” “can,” “will,” “estimates,” and other similar expressions. However, these words are not the only way Nexxen identifies forward-looking statements. All statements contained in this press release that do not relate to matters of historical fact should be considered forward-looking statements, including without limitation statements regarding anticipated financial results for full year 2025 and beyond; anticipated benefits of Nexxen’s strategic transactions and commercial partnerships; anticipated features and benefits of Nexxen’s products and service offerings; Nexxen’s positioning for accelerated growth and continued future growth in both the U.S. and international markets in 2025 and beyond; Nexxen’s medium- to long-term prospects; management’s belief that Nexxen is well-positioned to benefit from future industry growth trends and Company-specific catalysts; the Company’s expectations with respect to CTV revenue growth and data licensing revenue growth; the Company’s expectations with respect to its sales and marketing expenses, general and administrative expenses, and depreciation and amortization as a percentage of Contribution ex-TAC in 2025 and its expectations with respect to its research and development expenses as a percentage of Contribution ex-TAC in 2025; the Company’s plans with respect to its cash reserves as well as ongoing and future share repurchase programs; the anticipated impact of the Company’s Generative AI initiative and its ability to contribute to the Company’s growth; the anticipated benefits of the Company’s ADR exchange and termination, reverse share split, AIM delisting and single U.S. Ordinary Share listing on Nasdaq; as well as any other statements related to Nexxen’s future financial results and operating performance. These statements are neither promises nor guarantees but involve known and unknown risks, uncertainties and other important factors that may cause Nexxen’s actual results, performance or achievements to be materially different from its expectations expressed or implied by the forward-looking statements, including, but not limited to, the following: negative global economic conditions; global conflicts and war, including the war and hostilities between Israel and Hamas, Hezbollah and Iran, and how those conditions may adversely impact Nexxen’s business, customers and the markets in which Nexxen competes; changes in industry trends; and other negative developments in Nexxen’s business or unfavorable legislative or regulatory developments. Nexxen cautions you not to place undue reliance on these forward-looking statements. For a more detailed discussion of these factors, and other factors that could cause actual results to vary materially, interested parties should review the risk factors listed in the Company’s most recent Annual Report on Form 20-F, filed with the U.S. Securities and Exchange Commission (www.sec.gov) on March 6, 2024. Any forward-looking statements made by Nexxen in this press release speak only as of the date of this press release, and Nexxen does not intend to update these forward-looking statements after the date of this press release, except as required by law.

Nexxen, and the Nexxen logo are trademarks of Nexxen International Ltd. in the United States and other countries. All other trademarks are the property of their respective owners. The use of the word “partner” or “partnership” in this press release does not mean a legal partner or legal partnership.

 

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Non-IFRS Net Income and Non-IFRS Earnings per Share: We define non-IFRS earnings per share as non-IFRS net income divided by non-IFRS weighted-average shares outstanding. Non-IFRS net income is equal to net income (loss) excluding acquisition related costs, amortization of acquired intangibles, restructuring, delisting related one-time costs, stock-based compensation expenses,  and other expenses, net, and also considers the tax effects of non-IFRS adjustments. In periods in which we have non-IFRS net income, non-IFRS weighted-average shares outstanding used to calculate non-IFRS earnings per share includes the impact of potentially dilutive shares. Potentially dilutive shares consist of stock options, restricted stock awards, restricted stock units and performance stock units, each computed using the treasury stock method. We believe non-IFRS earnings per share is useful to investors in evaluating our ongoing operational performance and our trends on a per share basis and also facilitates comparison of our financial results on a per share basis with other companies, many of which present a similar non-IFRS measure. However, a potential limitation of our use of non-IFRS earnings per share is that other companies may define non-IFRS earnings per share differently, which may make comparison difficult. This measure may also exclude expenses that may have a material impact on our reported financial results. Non-IFRS earnings per share is a performance measure and should not be used as a measure of liquidity. Because of these limitations, we also consider the comparable IFRS measure of net income (loss).

We do not provide a reconciliation of forward-looking non-IFRS financial metrics because reconciling information is not available without an unreasonable effort, such as attempting to make assumptions that cannot reasonably be made on a forward-looking basis to determine the corresponding IFRS metric.

 

Reconciliation of Total Comprehensive Income (Loss) to Adjusted EBITDA

Reconciliation of Revenue to Contribution ex-TAC

Reconciliation of Net Income (Loss) to Non-IFRS Net Income

 

(*) Prior period results have been retroactively adjusted to reflect the Company’s two-for-one reverse split and the changes in par value from NIS 0.01 to NIS 0.02 effected on February 14, 2025. See also Note 1a of the Company’s annual report filed on Form 20-F on March 5, 2025 for details.

CONSOLIDATED STATEMENTS OF FINANCIAL POSITION

(Audited)

 

 

  CONSOLIDATED STATEMENTS OF OPERATION AND OTHER COMPREHENSIVE INCOME (LOSS)

(Audited)

 

 

(*) Prior period results have been retroactively adjusted to reflect the Company’s two-for-one reverse split and the changes in par value from NIS 0.01 to NIS 0.02 effected on February 14, 2025. See also Note 1a of the Company’s annual report filed on Form 20-F on March 5, 2025 for details.

 

CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY

(Audited)

 

CONSOLIDATED STATEMENTS OF CASH FLOWS

(Audited)

 

		Year ended December 31
		2024				2023				2022
		USD thousands
CASH FLOWS FROM OPERATING ACTIVITIES:
Profit (loss) for the year			35,437				(21,487	)			22,737
Adjustments for:
Depreciation and amortization			58,676				78,285				42,700
Net financing expense			1,965				1,699				2,147
Loss from disposals of fixed and intangible assets			-				2				542
Loss on leases modification			10				119				56
Loss and revaluation on sale of business unit			16				1,765				-
Remeasurement of net investment in a finance lease			1,488				-				-
Share-based compensation and restricted shares			11,460				19,169				50,505
Tax expense			3,095				2,503				19,688
Change in trade and other receivables			(14,458	)			30,603				57,050
Change in trade and other payables			57,671				(43,077	)			(100,145	)
Change in employee benefits			63				(1	)			(179	)
Income taxes received			704				352				1,175
Income taxes paid			(5,512	)			(8,721	)			(14,784	)
Interest received			6,595				8,016				2,103
Interest paid			(6,375	)			(8,486	)			(587	)
Net cash provided by operating activities			150,835				60,741				83,008
CASH FLOWS FROM INVESTING ACTIVITIES
Change in pledged deposits, net			390				1,498				(213	)
Payments on finance lease receivable			1,824				1,112				1,306
Repayment of debt investment			95				51				-
Acquisition of fixed assets			(7,742	)			(4,495	)			(6,433	)
Acquisition and capitalization of intangible assets			(15,779	)			(15,126	)			(8,750	)
Proceeds from sale of business unit			-				-				1,180
Investment in shares			-				-				(25,000	)
Acquisition of subsidiaries, net of cash acquired			-				-				(195,084	)
Net cash used in investing activities			(21,212	)			(16,960	)			(232,994	)
CASH FLOWS FROM FINANCING ACTIVITIES
Acquisition of own shares			(60,735	)			(9,518	)			(86,048	)
Proceeds from exercise of share options			1,133				233				2,205
Leases repayment			(15,142	)			(17,262	)			(12,018	)
Receipt of long-term debt, net of transaction cost			-				-				98,917
Repayment of long-term debt			(100,000	)			-				-
Net cash provided by (used in) financing activities			(174,744	)			(26,547	)			3,056
Net increase (decrease) in cash and cash equivalents			(45,121	)			17,234				(146,930	)
CASH AND CASH EQUIVALENTS AS OF THE BEGINNING OF YEAR			234,308				217,500				367,717
EFFECT OF EXCHANGE RATE FLUCTUATIONS ON CASH AND CASH EQUIVALENTS			(2,119	)			(426	)			(3,287	)
CASH AND CASH EQUIVALENTS AS OF THE END OF YEAR			187,068				234,308				217,500

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