Tremor International Ltd. (AIM/NASDAQ: TRMR) (“Tremor” or the
“Company”), a global leader in data-driven video and connected TV
(“CTV”) advertising technology offering an end-to-end platform that
enables advertisers to optimize their campaigns and media companies
to maximize inventory yield, today announces its financial results
for the fourth quarter and year ended December 31, 2022.
Financial Summary
- Generated record Q4 2022
Contribution ex-TAC of $103.0 million, compared to $88.6 million in
Q4 2021, and record Contribution ex-TAC of $309.7 million for the
year ended December 31, 2022, compared to $302.0 million for the
year ended December 31, 2021, in-line with market expectations. All
results shown for the three months ended December 31, 2022 include
contributions from Amobee, while all results shown for the year
ended December 31, 2022 include contributions from Amobee for the
September 12, 2022 through December 31, 2022 period.
- Significantly expanded CTV market
share, generating record Q4 CTV spend of $99.6 million, an increase
of 59% compared to $62.5 million in Q4 2021, and record CTV spend
of $283.6 million for the year ended December 31, 2022, reflecting
a 41% increase from $201.0 million generated for the year ended
December 31, 2021.
- Achieved Q4 2022 Adjusted EBITDA of
$36.9 million, compared to $54.0 million in Q4 2021, and Adjusted
EBITDA of $144.9 million for the year ended December 31, 2022,
compared to $161.2 million for the year ended December 31, 2021,
in-line with market expectations.
- Maintained strong margins,
including a 34% Adjusted EBITDA margin on a reported revenue basis
and 36% on a Contribution ex-TAC basis in Q4 2022, and a 43%
Adjusted EBITDA margin on a reported revenue basis, and 47% on a
Contribution ex-TAC basis for the year ended December 31,
2022.
- CTV spend during the twelve months
ended December 31, 2022 reflected 39% of total spend and 42% of
programmatic spend.
- Video revenue, including CTV,
continued to represent the vast majority of Tremor’s Contribution
ex-TAC at approximately 73% for Q4 2022 and 79% for the year ended
December 31, 2022.
- $115.5 million net cash position as
of December 31, 2022, alongside remaining $80 million undrawn
on the Company’s revolving credit facility, provides strong
liquidity for the ongoing needs of the business as well as for
future potential strategic investments and initiatives.
- Achieved a net retention rate of
80% during 2022. While the Company’s net retention rate declined
year-over-year, largely due to lower spending by advertising
customers amidst challenging market conditions, the Company was
able to increase its active customer base.
“During the fourth quarter, we significantly
expanded our CTV market share and customer base while working on
the integration of new, enhanced, and differentiated technology and
data capabilities around linear TV and CTV cross-planning, which we
believe will prove to be critical for success in the future of
digital advertising,” said Ofer Druker, Tremor International’s
Chief Executive Officer. “In 2023, we will keep our focus on
generating strong profitability and cash flow, deepening revenue
relationships with leading brands, agencies, broadcasters, and CTV
partners, completing the integration of Amobee, and unifying the
Company under one brand to more effectively convey the holistic
value proposition of our end-to-end technology ecosystem in the
market.”
Mr. Druker added, “As macroeconomic uncertainty
persists, we’ve observed customers increasingly consolidating
budgets with fewer trusted partners, and more complete and advanced
technology solutions, that optimize budget deployment through
efficient data-driven planning and audience targeting to drive
superior returns on advertising spend. We believe our technology
suite offers a comprehensive solution across planning, data,
activation, and media unmatched in the open internet, strongly
positioning the Company with the potential to capture a larger
share of existing customer budgets and attract new customers and
partners.”
Operational Highlights
- Achieved
significant progress integrating
Amobee and introducing combined
capabilities to the market; the Company
continues to expect to
largely complete the technology integration by the end of H1
2023:
- Successfully enhanced efficiency by
combining management, sales, marketing, and product teams,
realizing approximately $50 million in annualized operating cost
synergies, while generating positive adjusted EBITDA from Amobee
within the first three weeks of closing the acquisition.
- Management continues to expect
total annualized operating cost synergies of approximately $65
million, which includes the approximately $50 million already
realized.
- The Company continues to focus on
generating further cost savings by eliminating duplicative
technology fees as it works towards combining the Tremor Video and
Amobee DSPs into a single enhanced CTV- and video-focused platform
with stronger enterprise self-service capabilities, and unique
linear TV and CTV cross-planning capabilities.
- The linear TV and cross-planning
capabilities enabled by the acquisition of Amobee are already
generating commercial traction with some of the world’s leading
broadcasters and agencies. The Company is engaged in ongoing
partnership discussions and testing with major broadcasters and
agencies seeking to leverage its newly created cross-planning
technology and is encouraged by early signs that this technology
increases the likelihood of existing and prospective customers
adopting multiple solutions across the Company’s end-to-end
ecosystem.
- Deepened
strategic relationship with VIDAA and
Hisense; the Company
expects
meaningful revenue benefits associated
with its
investment in VIDAA
beginning in
late-2023:
- Executed a first-of-its-kind
partnership with Hisense, VIDAA, and Google to enable ad
monetization on the FIFA+ CTV app across millions of VIDAA- and
Google-powered smart TVs during the 2022 FIFA World Cup. The
Company expects additional exclusive sports-related CTV content
opportunities through its partnership with VIDAA and Hisense in the
future.
- VIDAA continued to expand its
market share, increasing adoption by additional smart TV brands,
and adding several major CTV partners. We believe VIDAA now
delivers a wide range of major U.S. subscription video-on-demand
(“SVOD”) services and streams an average of approximately 1 billion
hours of monthly content in roughly 180 countries and
territories.
- VIDAA launched VIDAA Free, a
streaming hub offering video-on-demand, live linear, FAST, and
ad-supported content which will be available on millions of
VIDAA-powered smart TVs from Hisense. VIDAA Free is currently live
in the U.S., with plans to expand globally later in 2023. This is
expected to benefit Tremor over time through the Company’s ad
monetization exclusivity on VIDAA media in the U.S., U.K., Canada,
and Australia.
- For the first time, according to
AVC Revo, Hisense rose to number one in the world for monthly
global smart TV shipments during December 2022. As Hisense
continues to expand its reach, Tremor and its customers are
expected to increasingly benefit through the Company’s unique
exclusive global access to VIDAA’s ACR data for targeting and
measurement within CTV.
- Tremor Video and Unruly
continued to generate increased
advertiser and supply partner adoption:
- Unruly added 87 new supply
partners, including 56 in the US, during Q4 2022, and 319 new
supply partners, including 160 in the US, for the year ended
December 31, 2022. Partners continued to be added across verticals
such as sports, news, and entertainment, and several formats
including online video, mobile, CTV, and OTT apps from leading
broadcast and vMVPD businesses.
- Unruly CTRL, Tremor’s self-service
platform for publishers, saw PMP spend increase by 160% during Q4
2022 compared to Q4 2021, and 247% for the year ended December 31,
2022, compared to the year ended December 31, 2021.
- Tremor Video added 42 new
advertiser customers during Q4 2022, and 233 for the year ended
December 31, 2022, across retail, political, CPG, travel, and
automotive verticals, as well as others.
- Tr. ly produced 365% more unique
creatives during 2022 than in 2021. Growth was attributable to
increased adoption of Tr. ly’s premium creative services, including
its data-driven creative product, which doubled the number of
campaigns executed during 2022 compared to 2021, and generated 345%
more spend from clients over the same period.
Share Repurchase Program Update
- Tremor International repurchased
3,114,310 Ordinary shares during Q4 2022 at an average price of
304.48 pence, reflecting a total investment of approximately £9.50
million, or $11.3 million. The Company’s currently authorized share
repurchase program will continue until either April 1, 2023, or
until it has been completed. The share repurchase program does not
obligate Tremor to repurchase any particular amount of Ordinary
Shares and the program may be suspended, modified, or discontinued
at any time at the Company’s discretion, subject to applicable
law.
- During the year ended December 31,
2022, the Company repurchased 16,906,795 Ordinary shares, or
approximately 11% of shares outstanding, at an average price of
413.03 pence, reflecting a total investment of approximately £70.0
million, or $86.3 million.
Financial Guidance
- Global economic uncertainty which
negatively impacted the advertising industry throughout 2022,
driven by several factors including rising inflation, rising
interest rates, global supply chain constraints, residual effects
from the COVID-19 pandemic, geopolitical conflicts, and recession
concerns, continues to represent a challenge for the Company, its
global customers, and partners.
- Due to these uncertainties,
management has lowered its full year 2023 Contribution ex-TAC and
Adjusted EBITDA outlook and expects global advertising demand to
remain constrained in H1 2023, and potentially longer, however does
not anticipate advertising demand will weaken to the soft levels
observed during late-2022, and earlier in 2023.
- Management anticipates incremental
improvements to results during H2 2023, driven by anticipated
positive effects of completing the integration of Amobee, expected
revenue benefits associated with the Company’s investment in VIDAA
beginning in late-2023, and expectations for tempered improvements
in the global advertising demand environment, and accordingly,
Tremor estimates:
- Full year 2023 Contribution ex-TAC
of approximately $400 million
- Full year 2023 Adjusted EBITDA in a
range of approximately $140 – $145 million
- In 2023, management believes
revenue tied to the Company’s core business, focused on
programmatic activities, will grow approximately 5% on a combined
pro forma basis, while revenue in the Company’s non-core
performance business is expected to decline year-over-year.
Fourth Quarter
and Full Year 2022 Financial Highlights ($
in millions, except per share
amounts)
|
Three months ended December 31 |
Twelve months ended December 31 |
|
2022 |
|
2021 |
|
% |
|
2022 |
|
2021 |
|
% |
|
IFRS highlights |
|
|
|
|
|
Revenues |
107.7 |
|
102.5 |
|
5% |
|
335.3 |
|
341.9 |
|
(2%) |
|
Programmatic Revenues |
94.5 |
|
74.5 |
|
27% |
|
274.4 |
|
266.6 |
|
3% |
|
Operating Profit |
10.8 |
|
24.4 |
|
(56%) |
|
44.8 |
|
74.5 |
|
(40%) |
|
|
|
|
|
|
|
|
Total Comprehensive Income |
9.8 |
|
23.9 |
|
(59%) |
|
16.2 |
|
70.6 |
|
(77%) |
|
Diluted EPS |
0.03 |
|
0.15 |
|
(77%) |
|
0.15 |
|
0.48 |
|
(69%) |
|
Non-IFRS Highlights |
|
|
|
|
|
Contribution ex-TAC |
103.0 |
|
88.6 |
|
16% |
|
309.7 |
|
302.0 |
|
3% |
|
|
|
|
|
|
|
|
Adjusted EBITDA |
36.9 |
|
54.0 |
|
(32%) |
|
144.9 |
|
161.2 |
|
(10%) |
|
Adjusted EBITDA Margin |
36% |
|
61% |
|
(41%) |
|
47% |
|
53% |
|
(11%) |
|
|
|
|
|
|
|
|
Non-IFRS net Income |
22.2 |
|
43.3 |
|
(49%) |
|
91.8 |
|
126.8 |
|
(28%) |
|
Non-IFRS Diluted EPS |
0.15 |
|
0.27 |
|
(44%) |
|
0.60 |
|
0.83 |
|
(28%) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Fourth Quarter
and Full Year
2022 Financial Results Webcast and Conference Call
Details
- Tremor International Fourth Quarter and Twelve Months Ended
December 31, 2022 Earnings Webcast and Conference Call
- March 7, 2023, at 6:00 AM PT, 9:00 AM
ET, and 2:00 PM GMT
- Webcast Link:
https://edge.media-server.com/mmc/p/au3jxmf8
- Participant Dial-In
Numbers:
- US/CANADA Participant Toll-Free Dial-In Number: (800)
715-9871
- UK Participant Toll-Free Dial-In Number: +44 800 260 6466
- INTERNATIONAL Participant Dial-In Number: (646) 307-1963
- Conference ID: 9548695
Use of Non-IFRS Financial
Information
In addition to our IFRS results, we review
certain non-IFRS financial measures to help us evaluate our
business, measure our performance, identify trends affecting our
business, establish budgets, measure the effectiveness of
investments in our technology and development and sales and
marketing, and assess our operational efficiencies. These non-IFRS
measures include Contribution ex-TAC, Adjusted EBITDA, Non-IFRS Net
Income and Non-IFRS Earnings per share, each of which is discussed
below.
These non-IFRS financial measures are not
intended to be considered in isolation from, as substitutes for, or
as superior to, the corresponding financial measures prepared in
accordance with IFRS. You are encouraged to evaluate these
adjustments and review the reconciliation of these non-IFRS
financial measures to their most comparable IFRS measures, and the
reasons we consider them appropriate. It is important to note that
the particular items we exclude from, or include in, our non-IFRS
financial measures may differ from the items excluded from, or
included in, similar non-IFRS financial measures used by other
companies. See "Reconciliation of Revenue to Contribution ex-TAC,"
"Reconciliation of Net Income to Adjusted EBITDA," and
"Reconciliation of Net Income to Non-IFRS Net Income," included as
part of this press release.
- Contribution
ex-TAC: Contribution ex-TAC for Tremor International is
defined as gross profit plus depreciation and amortization
attributable to cost of revenues and cost of revenues (exclusive of
depreciation and amortization) minus the Performance media cost
(“traffic acquisition costs” or “TAC”). Contribution ex-TAC is a
supplemental measure of our financial performance that is not
required by, or presented in accordance with, IFRS. Contribution
ex-TAC should not be considered as an alternative to gross profit
as a measure of financial performance. Contribution ex-TAC is a
non-IFRS financial measure and should not be viewed in isolation.
We believe Contribution ex-TAC is a useful measure in assessing the
performance of Tremor International, because it facilitates a
consistent comparison against our core business without considering
the impact of traffic acquisition costs related to revenue reported
on a gross basis.
- Adjusted EBITDA:
We define Adjusted EBITDA for Tremor International as total
comprehensive income for the period adjusted for foreign currency
translation differences for foreign operations, financing expenses,
net, tax benefit, depreciation and amortization, stock-based
compensation, restructuring, acquisition and IPO-related costs and
other expenses (income), net. Adjusted EBITDA is included in the
press release because it is a key metric used by management and our
board of directors to assess our financial performance. Adjusted
EBITDA is frequently used by analysts, investors, and other
interested parties to evaluate companies in our industry.
Management believes that Adjusted EBITDA is an appropriate measure
of operating performance because it eliminates the impact of
expenses that do not relate directly to the performance of the
underlying business.
- Adjusted EBITDA
margin: We define Adjusted EBITDA margin as
Adjusted EBITDA as a percentage of Contribution ex-TAC.
- Non-IFRS Income and
Non-IFRS Earnings per Share: We define non-IFRS earnings
per share as non-IFRS income divided by non-IFRS weighted-average
shares outstanding. Non-IFRS income is equal to net income
excluding stock-based compensation, and cash- and non-cash-based
acquisition and related expenses, including amortization of
acquired intangible assets, merger-related severance costs, and
transaction expenses. In periods in which we have non-IFRS 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.
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.
The information contained within this
announcement is deemed by the Company to constitute inside
information as stipulated under the Market Abuse Regulations (EU)
No. 596/2014 (as implemented into English law) ("MAR"). With the
publication of this announcement via a Regulatory Information
Service, this inside information is now considered to be in the
public domain.
About Tremor
International
Tremor is a global company offering an
end-to-end technology advertising platform, operating across three
core capabilities - Video, Data, and CTV. Tremor's unique approach
is centered on offering a full stack of end-to-end solutions which
provides it with a major competitive advantage within the video
advertising ecosystem.
Tremor Video helps advertisers deliver impactful
brand stories across all screens through the power of innovative
video technology combined with advanced audience data and
captivating creative content. Tremor Video's innovative video
advertising technology has offerings in CTV, in-stream, out-stream
and in-app. To learn more,
visit www.tremorvideo.com
Amobee optimizes outcomes for advertisers and
media companies, while providing a better consumer experience. Its
platform assists customers by furthering their audience
development, optimizing their cross-channel performance across TV,
connected TV, and digital media, and driving new customer growth
through detailed analytics and reporting. To learn more, visit
www.amobee.com
Unruly, the media side of Tremor, drives real
business outcomes in multiscreen advertising. Its programmatic
platform efficiently and effectively delivers performance, quality,
and actionable data to demand and supply-focused clients and
partners. Tremor has a meaningful number of direct integrations
with premium publishers, unique demand relationships with a variety
of advertisers and privileged access to News Corp inventory. Unruly
connects to the world's largest DSPs and is compatible with most Ad
Age top 100 brands. To learn more,
visit www.unruly.co
Tremor is headquartered in Israel and maintains
offices throughout the United States, Canada, Europe, and
Asia-Pacific and is traded on the London Stock Exchange (AIM: TRMR)
and NASDAQ (TRMR).
For more information,
visit: https://www.tremorinternational.com/
For further information please
contact:
Tremor International Ltd.Billy Eckert, Senior
Director Investor Relationsir@tremorinternational.com
KCSA (U.S. Investor Relations)David
Hanover, Investor Relationstremorir@kcsa.com
Vigo Consulting (U.K. Financial PR &
Investor Relations)Jeremy GarciaKate KilgallenTel: +44 20
7390 0230 or tremor@vigoconsulting.com
finnCap Ltd.Jonny
Franklin-Adams / Charlie Beeson / George Dollemore (Corporate
Finance)Tim Redfern / Harriet Ward (ECM)Tel: +44 20
7220 0500
Stifel Nicolaus Europe LimitedFred WalshAlain
DobkinNick AdamsRichard ShortTel: +44 20 7710 7600
PR Contact Caroline SmithVP, Communications,
Tremor International csmith@tremorinternational.com
Forward Looking Statements
This press release contains forward-looking
statements, including forward-looking statements within the meaning
of Section 27A of the United Stated 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 Tremor 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 the anticipated financial results for full year 2023;
anticipated benefits of Tremor’s strategic transactions and
commercial partnerships; anticipated features and benefits of
Tremor’s products and service offerings; Tremor’s positioning for
continued future growth in both the US and international markets in
2023 and beyond; Tremor’s implementation of a substantial share
repurchase while also continuing to evaluate strategic
opportunities to acquire companies and invest in technology,
products, sales and marketing to further expand its platform;
Tremor’s medium- to long-term prospects; management’s belief that
Tremor is well-positioned to benefit from anticipated future
industry growth trends and Company-specific catalysts; the
potential negative impact of inflationary pressures, rising
interest rates, geopolitical and macroeconomic uncertainty,
recession concerns, and the widespread global supply chain issues
that have limited advertising activity and the anticipation that
these challenges could continue to have an impact for the remainder
of 2023 and beyond; the future impact of the Company’s liquidity
position and its ability to meet the ongoing needs of the business
as well as for future potential investments and related
initiatives; the anticipated benefits from the Company’s investment
in VIDAA and its enhanced strategic relationship with Hisense; the
anticipated benefits and synergies from the Amobee acquisition and
ability of Tremor to continue to recognize those synergies;
Tremor’s ability to continue to execute on cross-selling
opportunities and its introduction of new technology products to a
significantly larger customer base and addressable market; the
timing to complete the technology integration of Amobee, as well as
any other statements related to Tremor’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 Tremor'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, potential negative developments in the
COVID-19 pandemic as well as global conflicts and war, and how
those developments may adversely impact Tremor’s business,
customers, and the markets in which Tremor competes, changes in
industry trends, the risk that Tremor will not realize the
anticipated benefits of its acquisition of Amobee and strategic
investment in VIDAA, including as a result of an inability to
integrate Amobee’s business effectively and efficiently into
Tremor, and other negative developments in Tremor's business or
unfavourable legislative or regulatory developments. Tremor
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
Tremor’s most recent Annual Report on Form 20-F, filed with
the U.S. Securities and Exchange
Commission (www.sec.gov)
on March 7, 2023. Any forward-looking statements made by
Tremor in this press release speak only as of the date of this
press release, and Tremor does not intend to update these
forward-looking statements after the date of this press release,
except as required by law.
Tremor, and the Tremor logo are trademarks
of Tremor 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.
Reconciliation of Net Income to Adjusted
EBITDA
|
Three months ended December 31 |
|
Twelve months ended December 31 |
|
|
2022 |
|
2021 |
|
% |
|
2022 |
|
2021 |
|
% |
|
($ in
thousands) |
|
|
|
|
|
|
Net Income |
5,061 |
|
24,400 |
|
(79%) |
|
22,737 |
|
73,223 |
|
(69%) |
|
Taxes on income |
5,040 |
|
(601) |
|
|
19,688 |
|
(948) |
|
|
Financial expense, net |
717 |
|
564 |
|
|
2,327 |
|
2,187 |
|
|
Depreciation and amortization |
17,184 |
|
10,314 |
|
|
42,700 |
|
40,259 |
|
|
Stock-based compensation |
7,986 |
|
19,122 |
|
|
50,505 |
|
42,818 |
|
|
Restructuring & Acquisition costs |
400 |
|
253 |
|
|
6,392 |
|
761 |
|
|
Other expense (income), net |
540 |
|
- |
|
|
540 |
|
- |
|
|
IPO related one-time costs |
- |
|
- |
|
|
|
- |
|
2,938 |
|
|
|
Adjusted
EBITDA |
36,928 |
|
54,052 |
|
(32%) |
|
144,889 |
|
161,238 |
|
(10%) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Reconciliation of Revenue to Contribution
ex-TAC
|
Three months ended December 31 |
|
Twelve months ended December 31 |
|
|
2022 |
|
2021 |
|
% |
|
2022 |
|
2021 |
|
% |
|
($ in
thousands) |
|
|
|
|
Revenues |
107,697 |
|
102,534 |
|
5% |
|
335,250 |
|
341,945 |
|
(2%) |
|
Cost of revenues (exclusive of depreciation and amortization) |
(17,265) |
|
(20,348) |
|
|
(60,745) |
|
(71,651) |
|
|
Depreciation and amortization attributable to Cost of Revenues |
(11,810) |
|
(4,396) |
|
|
(25,367) |
|
(16,605) |
|
|
Gross profit
(IFRS) |
78,622 |
|
77,790 |
|
1% |
|
249,138 |
|
253,689 |
|
(2%) |
|
Depreciation and amortization attributable to Cost of Revenues |
11,810 |
|
4,396 |
|
|
25,367 |
|
16,605 |
|
|
Cost of revenues (exclusive of depreciation and amortization) |
17,265 |
|
20,348 |
|
|
60,745 |
|
71,651 |
|
|
Performance media cost |
(4,695) |
|
(13,958) |
|
|
(25,524) |
|
(39,970) |
|
|
Contribution ex-TAC
(Non-IFRS) |
103,002 |
|
88,576 |
|
16% |
|
309,726 |
|
301,975 |
|
3% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Reconciliation of Net Income to Non-IFRS Net
Income
|
Three months ended December 31 |
|
Twelve months ended December 31 |
|
|
2022 |
|
2021 |
|
% |
|
2022 |
|
2021 |
|
% |
|
($ in
thousands) |
|
|
|
|
|
Net Income |
5,061 |
|
24,400 |
|
(79%) |
|
22,737 |
|
73,223 |
|
(69%) |
|
Acquisition and related items, including amortization of acquired
intangibles and restructuring |
8,896 |
|
6,939 |
|
|
27,160 |
|
27,233 |
|
|
Stock-based compensation expense |
7,986 |
|
19,122 |
|
|
50,505 |
|
42,818 |
|
|
IPO related one-time costs |
- |
|
- |
|
|
- |
|
2,938 |
|
|
Other expense (income), net |
540 |
|
- |
|
|
540 |
|
- |
|
|
Tax effect of Non-GAAP adjustments (1) |
(262) |
|
(7,200) |
|
|
(9,130) |
|
(19,435) |
|
|
Non-IFRS
Income |
22,221 |
|
43,261 |
|
(49%) |
|
91,812 |
|
126,777 |
|
(28%) |
|
|
|
|
|
|
|
|
Weighted average shares
outstanding—diluted (in millions) (2) |
147.6 |
|
161.0 |
|
|
153.1 |
|
152.7 |
|
|
|
|
|
|
|
|
|
Non-IFRS diluted EPS (in
USD) |
0.15 |
|
0.27 |
|
(44%) |
|
0.60 |
|
0.83 |
|
(28%) |
|
(1) Non-IFRS income includes the estimated tax impact
from the expense items reconciling between net income and non-IFRS
income (2) Non-IFRS earnings per share is computed using
the same weighted-average number of shares that are used to compute
IFRS earnings per share
TREMOR INTERNATIONAL
LTD. CONSOLIDATED STATEMENTS OF
FINANCIAL
POSITION (Audited)
|
|
December 31 |
|
|
2022 |
|
2021 |
|
|
USD thousands |
Assets |
|
|
|
|
ASSETS: |
|
|
|
|
Cash and cash equivalents |
|
|
217,500 |
|
|
|
367,717 |
|
Trade receivables, net |
|
|
219,837 |
|
|
|
165,063 |
|
Other receivables |
|
|
23,415 |
|
|
|
18,236 |
|
Current tax assets |
|
|
750 |
|
|
|
981 |
|
|
|
|
|
|
|
|
|
|
TOTAL CURRENT
ASSETS |
|
|
461,502 |
|
|
|
551,997 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Fixed assets, net |
|
|
29,874 |
|
|
|
3,464 |
|
Right-of-use assets |
|
|
23,122 |
|
|
|
13,955 |
|
Intangible assets, net |
|
|
398,096 |
|
|
|
208,220 |
|
Deferred tax assets |
|
|
18,161 |
|
|
|
24,431 |
|
Investment in shares |
|
|
25,000 |
|
|
|
- |
|
Other long-term assets |
|
|
406 |
|
|
|
672 |
|
|
|
|
|
|
|
|
|
|
TOTAL NON-CURRENT
ASSETS |
|
|
494,659 |
|
|
|
250,742 |
|
|
|
|
|
|
|
|
|
|
TOTAL
ASSETS |
|
|
956,161 |
|
|
|
802,739 |
|
|
|
|
|
|
|
|
|
|
Liabilities and shareholders’ equity |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
LIABILITIES: |
|
|
|
|
|
|
|
|
Current maturities of lease liabilities |
|
|
14,104 |
|
|
|
7,119 |
|
Trade payables |
|
|
212,690 |
|
|
|
161,812 |
|
Other payables |
|
|
45,705 |
|
|
|
42,900 |
|
Current tax liabilities |
|
|
9,417 |
|
|
|
8,836 |
|
|
|
|
|
|
|
|
|
|
TOTAL CURRENT
LIABILITIES |
|
|
281,916 |
|
|
|
220,667 |
|
|
|
|
|
|
|
|
|
|
Employee benefits |
|
|
238 |
|
|
|
426 |
|
Long-term lease liabilities |
|
|
15,234 |
|
|
|
7,876 |
|
Long-term debt |
|
|
98,544 |
|
|
|
- |
|
Other long-term liabilities |
|
|
7,452 |
|
|
|
- |
|
Deferred tax liabilities |
|
|
1,162 |
|
|
|
1,395 |
|
|
|
|
|
|
|
|
|
|
TOTAL NON-CURRENT
LIABILITIES |
|
|
122,630 |
|
|
|
9,697 |
|
|
|
|
|
|
|
|
|
|
TOTAL
LIABILITIES |
|
|
404,546 |
|
|
|
230,364 |
|
|
|
|
|
|
|
|
|
|
SHAREHOLDERS’
EQUITY: |
|
|
|
|
|
|
|
|
Share capital |
|
|
413 |
|
|
|
442 |
|
Share premium |
|
|
400,507 |
|
|
|
437,476 |
|
Other comprehensive income (loss) |
|
|
(5,801 |
) |
|
|
698 |
|
Retained earnings |
|
|
156,496 |
|
|
|
133,759 |
|
|
|
|
|
|
|
|
|
|
TOTAL SHAREHOLDERS’
EQUITY |
|
|
551,615 |
|
|
|
572,375 |
|
|
|
|
|
|
|
|
|
|
TOTAL LIABILITIES AND
SHAREHOLDERS’ EQUITY |
|
|
956,161 |
|
|
|
802,739 |
|
Date of approval of the financial statements: March 6, 2023.
TREMOR INTERNATIONAL
LTD. CONSOLIDATED STATEMENTS OF
OPERATION AND OTHER COMPREHENSIVE
INCOME (Audited)
|
|
Year ended December 31 |
|
|
2022 |
|
2021 |
|
2020 |
|
|
USD thousands |
|
|
|
|
|
|
|
Revenues |
|
|
335,250 |
|
|
|
341,945 |
|
|
|
211,920 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cost of Revenues (Exclusive of
depreciation and amortization shown separately below) |
|
|
60,745 |
|
|
|
71,651 |
|
|
|
59,807 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Research and development
expenses |
|
|
33,659 |
|
|
|
18,422 |
|
|
|
13,260 |
|
Selling and marketing
expenses |
|
|
89,953 |
|
|
|
74,611 |
|
|
|
68,765 |
|
General and administrative
expenses |
|
|
68,005 |
|
|
|
63,499 |
|
|
|
29,678 |
|
Depreciation and
amortization |
|
|
42,700 |
|
|
|
40,259 |
|
|
|
45,187 |
|
Other expenses (income),
net |
|
|
(4,564 |
) |
|
|
(959 |
) |
|
|
1,248 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total operating costs |
|
|
229,753 |
|
|
|
195,832 |
|
|
|
158,138 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Operating Profit (Loss) |
|
|
44,752 |
|
|
|
74,462 |
|
|
|
(6,025 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
Financing income |
|
|
(2,284 |
) |
|
|
(483 |
) |
|
|
(445 |
) |
Financing expenses |
|
|
4,611 |
|
|
|
2,670 |
|
|
|
1,862 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Financing expenses,
net |
|
|
2,327 |
|
|
|
2,187 |
|
|
|
1,417 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Profit (Loss) before
taxes on income |
|
|
42,425 |
|
|
|
72,275 |
|
|
|
(7,442 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
Tax benefit (expenses) |
|
|
(19,688 |
) |
|
|
948 |
|
|
|
9,581 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Profit for the
year |
|
|
22,737 |
|
|
|
73,223 |
|
|
|
2,139 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Other comprehensive
income (loss) items: |
|
|
|
|
|
|
|
|
|
|
|
|
Foreign currency translation
differences for foreign operations |
|
|
(6,499 |
) |
|
|
(2,632 |
) |
|
|
2,836 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total other
comprehensive income (loss) for the year |
|
|
(6,499 |
) |
|
|
(2,632 |
) |
|
|
2,836 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total comprehensive
income for the year |
|
|
16,238 |
|
|
|
70,591 |
|
|
|
4,975 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Earnings per
share |
|
|
|
|
|
|
|
|
|
|
|
|
Basic earnings per share (in
USD) |
|
|
0.15 |
|
|
|
0.51 |
|
|
|
0.02 |
|
Diluted earnings per share (in
USD) |
|
|
0.15 |
|
|
|
0.48 |
|
|
|
0.02 |
|
TREMOR INTERNATIONAL
LTD. CONSOLIDATED STATEMENTS OF CHANGES IN
EQUITY (Audited)
|
|
Sharecapital |
|
Sharepremium |
|
Othercomprehensiveincome |
|
RetainedEarnings |
|
Total |
|
|
USD thousands |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance as of January 1, 2020 |
|
|
351 |
|
|
|
240,989 |
|
|
|
494 |
|
|
|
58,778 |
|
|
|
300,612 |
|
Total Comprehensive
income for the year |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Profit for the year |
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
2,139 |
|
|
|
2,139 |
|
Other comprehensive Income: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Foreign currency translation |
|
|
- |
|
|
|
- |
|
|
|
2,836 |
|
|
|
- |
|
|
|
2,836 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total comprehensive
income for the year |
|
|
- |
|
|
|
- |
|
|
|
2,836 |
|
|
|
2,139 |
|
|
|
4,975 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Transactions with
owners, recognized directly in equity |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Issuance of shares in a Business Combination |
|
|
25 |
|
|
|
14,092 |
|
|
|
- |
|
|
|
- |
|
|
|
14,117 |
|
Revaluation of liability for put option on non- controlling
interests |
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
(445 |
) |
|
|
(445 |
) |
Own shares acquired |
|
|
(15 |
) |
|
|
(9,950 |
) |
|
|
- |
|
|
|
- |
|
|
|
(9,965 |
) |
Share based compensation |
|
|
- |
|
|
|
18,770 |
|
|
|
- |
|
|
|
- |
|
|
|
18,770 |
|
Exercise of share options |
|
|
19 |
|
|
|
930 |
|
|
|
- |
|
|
|
- |
|
|
|
949 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance as of December
31, 2020 |
|
|
380 |
|
|
|
264,831 |
|
|
|
3,330 |
|
|
|
60,472 |
|
|
|
329,013 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total Comprehensive
Income (loss) for the year |
|
|
|
|
|
|
|
|
|
|
Profit for the year |
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
73,223 |
|
|
|
73,223 |
|
Other comprehensive loss: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Foreign Currency Translation |
|
|
- |
|
|
|
- |
|
|
|
(2,632 |
) |
|
|
- |
|
|
|
(2,632 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total comprehensive
Income (loss) for the year |
|
|
- |
|
|
|
- |
|
|
|
(2,632 |
) |
|
|
73,223 |
|
|
|
70,591 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Transactions with
owners, recognized directly in equity |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Revaluation of liability for put option on non- controlling
interests |
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
64 |
|
|
|
64 |
|
Own shares acquired |
|
|
(3 |
) |
|
|
(6,640 |
) |
|
|
- |
|
|
|
- |
|
|
|
(6,643 |
) |
Share based compensation |
|
|
- |
|
|
|
41,822 |
|
|
|
- |
|
|
|
- |
|
|
|
41,822 |
|
Exercise of share options |
|
|
17 |
|
|
|
1,353 |
|
|
|
- |
|
|
|
- |
|
|
|
1,370 |
|
Issuance of shares |
|
|
47 |
|
|
|
136,111 |
|
|
|
- |
|
|
|
- |
|
|
|
136,158 |
|
Issuance of Restricted shares |
|
|
1 |
|
|
|
(1 |
) |
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance as of December
31, 2021 |
|
|
442 |
|
|
|
437,476 |
|
|
|
698 |
|
|
|
133,759 |
|
|
|
572,375 |
|
TREMOR INTERNATIONAL
LTD. CONSOLIDATED STATEMENTS OF CHANGES IN
EQUITY (Cont.) (Audited)
|
|
Share capital |
|
Share premium |
|
Other comprehensive income |
|
Retained Earnings |
|
Total |
|
|
USD thousands |
|
|
|
|
|
|
|
|
|
|
|
Total Comprehensive Income (loss) for the
year |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Profit for the year |
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
22,737 |
|
|
|
22,737 |
|
Other comprehensive loss: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Foreign Currency Translation |
|
|
- |
|
|
|
- |
|
|
|
(6,499 |
) |
|
|
- |
|
|
|
(6,499 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total comprehensive
Income (loss) for the year |
|
|
- |
|
|
|
- |
|
|
|
(6,499 |
) |
|
|
22,737 |
|
|
|
16,238 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Transactions with
owners, recognized directly in equity |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Own shares acquired |
|
|
(50 |
) |
|
|
(86,202 |
) |
|
|
- |
|
|
|
- |
|
|
|
(86,252 |
) |
Share based compensation |
|
|
|
|
|
|
47,049 |
|
|
|
- |
|
|
|
- |
|
|
|
47,049 |
|
Exercise of share options |
|
|
21 |
|
|
|
2,184 |
|
|
|
- |
|
|
|
- |
|
|
|
2,205 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance as of December
31, 2022 |
|
|
413 |
|
|
|
400,507 |
|
|
|
(5,801 |
) |
|
|
156,496 |
|
|
|
551,615 |
|
TREMOR INTERNATIONAL
LTD. CONSOLIDATED STATEMENTS OF CASH
FLOWS (Audited)
|
|
Year endedDecember 31 |
|
|
2022 |
|
2021 |
|
2020 |
|
|
USD thousands |
|
|
|
|
|
|
|
CASH FLOWS FROM OPERATING ACTIVITIES: |
|
|
|
|
|
|
|
|
|
|
|
|
Profit for the year |
|
|
22,737 |
|
|
|
73,223 |
|
|
|
2,139 |
|
Adjustments for: |
|
|
|
|
|
|
|
|
|
|
|
|
Depreciation and amortization |
|
|
42,700 |
|
|
|
40,259 |
|
|
|
45,187 |
|
Net financing expense |
|
|
2,147 |
|
|
|
2,023 |
|
|
|
1,310 |
|
Disposals of fixed and intangible assets |
|
|
542 |
|
|
|
- |
|
|
|
3 |
|
Loss (Gain) on leases change contracts |
|
|
56 |
|
|
|
(377 |
) |
|
|
(2,103 |
) |
Gain on sale of business unit |
|
|
- |
|
|
|
(982 |
) |
|
|
(503 |
) |
Share-based compensation and restricted shares |
|
|
50,505 |
|
|
|
42,818 |
|
|
|
14,490 |
|
Tax (benefit) expense |
|
|
19,688 |
|
|
|
(948 |
) |
|
|
(9,581 |
) |
Change in trade and other receivables |
|
|
57,050 |
|
|
|
(11,676 |
) |
|
|
(39,351 |
) |
Change in trade and other payables |
|
|
(100,145 |
) |
|
|
26,845 |
|
|
|
25,882 |
|
Change in employee benefits |
|
|
(179 |
) |
|
|
(69 |
) |
|
|
(23 |
) |
Income taxes received |
|
|
1,175 |
|
|
|
2,231 |
|
|
|
1,168 |
|
Income taxes paid |
|
|
(14,784 |
) |
|
|
(3,185 |
) |
|
|
(2,855 |
) |
Interest received |
|
|
2,103 |
|
|
|
496 |
|
|
|
517 |
|
Interest paid |
|
|
(587 |
) |
|
|
(570 |
) |
|
|
(1,117 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
Net cash provided by operating activities |
|
|
83,008 |
|
|
|
170,088 |
|
|
|
35,163 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
CASH FLOWS FROM
INVESTING ACTIVITIES |
|
|
|
|
|
|
|
|
|
|
|
|
Change in pledged deposits, net |
|
|
(213 |
) |
|
|
(11 |
) |
|
|
229 |
|
Payments on finance lease receivable |
|
|
1,306 |
|
|
|
2,454 |
|
|
|
2,885 |
|
Repayment of long-term loans |
|
|
- |
|
|
|
- |
|
|
|
817 |
|
Acquisition of fixed assets |
|
|
(6,433 |
) |
|
|
(3,378 |
) |
|
|
(594 |
) |
Acquisition and capitalization of intangible assets |
|
|
(8,750 |
) |
|
|
(4,966 |
) |
|
|
(4,858 |
) |
Proceeds from sale of business unit |
|
|
1,180 |
|
|
|
415 |
|
|
|
232 |
|
Investment in shares |
|
|
(25,000 |
) |
|
|
- |
|
|
|
- |
|
Acquisition of subsidiaries, net of cash acquired |
|
|
(195,084 |
) |
|
|
(11,001 |
) |
|
|
6,208 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net cash provided by (used in) investing activities |
|
|
(232,994 |
) |
|
|
(16,487 |
) |
|
|
4,919 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
CASH FLOWS FROM
FINANCING ACTIVITIES |
|
|
|
|
|
|
|
|
|
|
|
|
Acquisition of own shares |
|
|
(86,048 |
) |
|
|
(6,643 |
) |
|
|
(9,965 |
) |
Proceeds from exercise of share options |
|
|
2,205 |
|
|
|
1,370 |
|
|
|
949 |
|
Leases repayment |
|
|
(12,018 |
) |
|
|
(10,009 |
) |
|
|
(13,351 |
) |
Issuance of shares, net of issuance cost |
|
|
- |
|
|
|
134,558 |
|
|
|
- |
|
Receipt of long-term debt, net of transaction cost |
|
|
98,917 |
|
|
|
- |
|
|
|
- |
|
Payment of financial liability |
|
|
- |
|
|
|
(2,414 |
) |
|
|
- |
|
Net cash provided by (used in) financing activities |
|
|
3,056 |
|
|
|
116,862 |
|
|
|
(22,367 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
Net increase (decrease) in cash and cash equivalents |
|
|
(146,930 |
) |
|
|
270,463 |
|
|
|
17,715 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
CASH AND CASH
EQUIVALENTS AS OF THE BEGINNING OF YEAR |
|
|
367,717 |
|
|
|
97,463 |
|
|
|
79,047 |
|
EFFECT OF EXCHANGE
RATE FLUCTUATIONS ON CASH AND CASH EQUIVALENTS |
|
|
(3,287 |
) |
|
|
(209 |
) |
|
|
701 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
CASH AND CASH
EQUIVALENTS AS OF THE END OF YEAR |
|
|
217,500 |
|
|
|
367,717 |
|
|
|
97,463 |
|
Grafico Azioni Tremor (NASDAQ:TRMR)
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