Exhibit 99.1
|
Company announcement dated May 17, 2022, “Tremor International Reports Results for the First Quarter Ended March 31, 2022”.
|
Tremor International Ltd.
|
||
By:
|
/S/ Sagi Niri
|
|
Name:
|
Sagi Niri
|
|
Title:
|
Chief Financial Officer
|
|
Exhibit List
|
|
• |
Contribution ex-TAC increased organically by 13% in Q1 2022 to $71.0 million, compared to $63.0 million in Q1 2021
|
• |
Adjusted EBITDA increased 22% in Q1 2022 to $33.6 million, compared to $27.5 million in Q1 2021
|
• |
Tremor continues to deliver industry-leading margins and operational profitability compared to other ad tech peers, which resulted in a 42% adjusted EBITDA margin in Q1 2022 on a reported revenue basis, and 47% on a contribution ex-TAC
basis
|
• |
Healthy balance sheet supported by a $370.8 million net cash position as of March 31, 2022
|
• |
CTV spend grew by 21% in Q1 2022 to $46.2 million, compared to $38.2 million in Q1 2021
|
• |
Video revenue continued to represent the overwhelming majority of total Contribution ex-TAC at approximately 80%
|
• |
Launched $75 million share repurchase program on March 1, 2022
|
• |
Tremor repurchased 1,684,510 ordinary shares at an average price of 572.89 pence for a total spend of approximately £9.7 million or $12.7 million between March 1, 2022, when the program commenced, and March 31, 2022
|
• |
Completed the Integration of CTV Ad Server and Header Bidder, Spearad, into Unruly SSP
|
o |
Expected to accelerate international and US growth during the second half of 2022 and beyond
|
o |
Enables Tremor to capture a larger segment of global CTV inventory through current and future media partners seeking to leverage this technology
|
• |
VIDAA Selected Unruly’s SSP and Ad Server, Spearad, as a Preferred Partner for CTV and Native Display
|
o |
As VIDAA’s strategic sell-side platform, Unruly gains global access to all video and native display media and VIDAA will also integrate Spearad to enable greater control over its CTV ad delivery
|
o |
This expands upon the global exclusive Automatic Content Recognition (“ACR”) data partnership with Tremor
|
• |
Data-Driven TV Intelligence Solution Reach Expanded to 44 Million U.S. Households Through Recent Enhancements and Partnerships
|
o |
Tremor Video & Unruly platforms now provide access to the industry’s largest co-mingled datasets for TV and cross-device media strategies, which includes Set-Top Box (“STB”), ACR and cross-screen panel data, coupled with captivating
video creative
|
o |
Recent partnerships with iSpot.tv for tune-in measurement on titles that are running only in streaming environments and TVision, which adds a panel dataset to the existing 44 million households, ramp scale and efficacy of all existing TV
data sources
|
o |
The ability to activate a blended dataset across the open internet, outside of closed services and apps, represents an incredibly important mechanism for advertisers to have the freedom to curate a media mix that meets their campaign
objectives and needs
|
o |
Expected to be further strengthened upon completed integration of VIDAA’s ACR data into Tremor’s platform
|
• |
Furthered Platform Differentiation and Capabilities Within CTV Through Comscore Partnership
|
o |
Established partnership with Comscore enabling better insulation for Tremor and its customers against privacy changes and both Tremor Video and Unruly customers to leverage cookie-free pre-bid audience targeting
|
o |
Comscore partnership delivers access to reach granular behavioral audiences based on video-level contextual signals across more than 1,000 audience segments
|
• |
Award-Winning In-House Creative Studio, Tr. ly, Continued to Experience Increased Customer Adoption and Serves as a Key Differentiator for Tremor Within CTV
|
o |
Experienced a 21% year-over-year increase in creative requests during Q1 2022, compared to Q1 2021
|
o |
International spend on Tr. ly’s creative products increased 225% year-over-year during Q1 2022, compared to Q1 2021
|
o |
During Q1 2022, Tr. ly executed 20% more custom data-driven video campaigns than it did during all of 2021
|
o |
Tr. ly’s custom QR codes for CTV ads remained its most popular feature in Q1 2022 and were included on 34% of all creative campaigns
|
o |
Proud recipient of Digiday’s 2022 Content Marketing Award for Best Use of Data for a travel campaign produced with Pure Michigan and Universal McCann
|
• |
Unruly and Tremor Video Experienced Strong Customer and Partner Traction, and Continued Growth Across Multiple Offerings, Including Unruly CTRL
|
o |
Unruly added 87 new supply partners, including 36 in the US, during Q1 2022 across critical growth verticals in sports, news, entertainment, and lifestyle, including OTT (“over-the-top”) apps from leading broadcast and Virtual Multichannel
Video Programming Distributor (“vMVPD”) businesses
|
o |
Tremor Video added over 75 new logos during Q1 2022 across critical growth verticals in travel, CPG, and healthcare, reflecting one of the most significant quarterly increases in the Company’s history
|
o |
Unruly CTRL, Tremor’s self-service platform for publishers, saw PMP spend increase by 128% during Q1 2022, compared to Q1 2021
|
• |
Management remains confident in the medium- to long-term prospects of the Company with Tremor well-positioned to further benefit from expected growth trends within digital advertising, CTV, and video, particularly during the second half of
the year when it expects to monetize the integration of Spearad, and global ACR data partnership and media relationship with VIDAA
|
• |
Tremor’s second quarter guidance is based on the expectation that there will be no major Covid-19-related setbacks or significant escalation of war or other hostilities that may cause economic conditions to further deteriorate or otherwise
significantly reduce advertiser demand
|
• |
Our guidance also considers the widespread global supply chain issues that limited advertising activity in Q1 2022 in certain verticals such as automobile manufacturing, with the expectation that these challenges could continue to have an
impact in Q2 2022, as well as inflationary pressures, and geopolitical and macroeconomic uncertainty
|
• |
We believe our end-to-end platform, scaled and efficient operating model, diverse customer base, and broad range of revenue verticals help mitigate effects of these potential headwinds and accordingly, Tremor estimates:
|
• |
Q2 2022 Contribution ex-TAC in a range of $75 - $80 million
|
• |
Q2 2022 Adjusted EBITDA of approximately $40 million
|
• |
Q2 2022 Adjusted EBITDA margin as a percentage of Contribution ex-TAC of approximately 50%
|
Three months ended March 31 |
||||||||||||
|
2022
|
2021
|
%
|
|||||||||
IFRS highlights
|
||||||||||||
Revenues
|
80.9
|
71.0
|
14
|
%
|
||||||||
Programmatic Revenues
|
59.1
|
55.7
|
6
|
%
|
||||||||
Operating Profit
|
14.3
|
15.2
|
(6
|
)%
|
||||||||
Total Comprehensive Income
|
9.2
|
12.0
|
(23
|
)%
|
||||||||
Diluted EPS
|
$
|
0.07
|
$
|
0.09
|
(22
|
)%
|
||||||
Non-IFRS highlights
|
||||||||||||
Contribution ex-TAC
|
71.0
|
63.0
|
13
|
%
|
||||||||
Adjusted EBITDA
|
33.6
|
27.5
|
22
|
%
|
||||||||
Adjusted EBITDA Margin
|
47
|
%
|
44
|
%
|
||||||||
Non-IFRS net Income
|
23.8
|
17.5
|
36
|
%
|
||||||||
Non-IFRS Diluted EPS
|
$
|
0.15
|
$
|
0.12
|
20
|
%
|
• |
Tremor International First Quarter Ended March 31, 2022, Earnings Webcast and Conference Call
|
• |
May 17, 2022, at 6:00 AM/PT, 9:00 AM/ET, and 2:00 PM/BST
|
• |
Webcast Link: https://edge.media-server.com/mmc/p/7z5ybn6u
|
• |
Participant Dial-In Number:
|
• |
US/CANADA Participant Toll-Free Dial-In Number: (866) 374-5140
|
• |
UK Participant Toll-Free Dial-In Number: +44 80 8238 9813
|
• |
INTERNATIONAL Participant Dial-In Number: (404) 400-0571
|
• |
Conference ID: 25590793
|
o |
Contribution ex-TAC: Contribution ex-TAC is defined as our 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.
|
o |
Adjusted EBITDA: We define 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.
|
o |
Adjusted EBITDA margin: we define as Adjusted EBITDA as a percentage of Contribution ex-TAC.
|
o |
Non-IFRS Income (Loss) and Non-IFRS Earnings (Loss) per Share: We define non-IFRS earnings (loss) per share as non-IFRS income (loss) divided by non-IFRS weighted-average shares outstanding.
Non-IFRS income (loss) is equal to net income (loss) excluding stock-based compensation, cash and non-cash based acquisition and related expenses, including amortization of acquired intangible assets, merger related severance costs,
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 (loss) 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 (loss) per share is that other companies may define non-IFRS earnings (loss) 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 (loss) 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).
|
|
Three months ended March 31
|
|||||||||||
|
2022
|
2021
|
%
|
|||||||||
($ in thousands)
|
||||||||||||
Net Income
|
11,364
|
12,874
|
(12
|
)%
|
||||||||
Tax expenses
|
3,248
|
1,589
|
||||||||||
Financial expense (income), net
|
(273
|
)
|
712
|
|||||||||
Depreciation and amortization
|
7,727
|
9,883
|
||||||||||
Stock-based compensation
|
16,029
|
2,341
|
||||||||||
Other (Income)
|
(5,103
|
)
|
-
|
|||||||||
Restructuring & Acquisition costs
|
598
|
120
|
||||||||||
Adjusted EBITDA
|
33,590
|
27,519
|
22
|
%
|
|
Three months ended March 31
|
|||||||||||
|
2022
|
2021
|
%
|
|||||||||
($ in thousands)
|
||||||||||||
Revenues
|
80,874
|
71,009
|
14
|
%
|
||||||||
Cost of revenues (exclusive of depreciation and amortization)
|
(16,397
|
)
|
(17,692
|
)
|
||||||||
Depreciation and amortization attributable to Cost of Revenues
|
(3,829
|
)
|
(4,187
|
)
|
||||||||
Gross profit (IFRS)
|
60,648
|
49,130
|
23
|
%
|
||||||||
Depreciation and amortization attributable to Cost of Revenues
|
3,829
|
4,187
|
||||||||||
Cost of revenues (exclusive of depreciation and amortization)
|
16,397
|
17,692
|
||||||||||
Performance media cost
|
(9,857
|
)
|
(8,021
|
)
|
||||||||
Contribution ex-TAC (Non-IFRS)
|
71,017
|
62,988
|
13
|
%
|
|
Three months ended March 31
|
|||||||||||
|
2022
|
2021
|
%
|
|||||||||
($ in thousands)
|
||||||||||||
Net Income
|
11,364
|
12,874
|
(12
|
)%
|
||||||||
Acquisition and related items, including amortization of acquired intangibles and restructuring
|
4,613
|
6,588
|
||||||||||
Stock-based compensation expense
|
16,029
|
2,341
|
||||||||||
Other (Income)
|
(5,103
|
)
|
-
|
|||||||||
Tax effect of Non-IFRS adjustments (1)
|
(3,086
|
)
|
(4,325
|
)
|
||||||||
Non-IFRS Income
|
23,817
|
17,478
|
36
|
%
|
||||||||
Weighted average shares outstanding—diluted (in millions) (2)
|
160.4
|
141.2
|
||||||||||
Non-IFRS diluted EPS (in USD)
|
0.15
|
0.12
|
20
|
%
|
(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.
|
March 31
|
December 31
|
|||||||
2022
|
2021
|
|||||||
USD thousands
|
||||||||
Assets
|
||||||||
ASSETS:
|
||||||||
Cash and cash equivalents
|
370,827
|
367,717
|
||||||
Trade receivables, net
|
130,047
|
165,063
|
||||||
Other receivables
|
16,566
|
18,236
|
||||||
Current tax assets
|
917
|
981
|
||||||
TOTAL CURRENT ASSETS
|
518,357
|
551,997
|
||||||
Fixed assets, net
|
3,299
|
3,464
|
||||||
Right-of-use assets
|
12,796
|
13,955
|
||||||
Intangible assets, net
|
202,653
|
208,220
|
||||||
Deferred tax assets
|
25,071
|
24,431
|
||||||
Other long term assets
|
429
|
672
|
||||||
TOTAL NON-CURRENT ASSETS
|
244,248
|
250,742
|
||||||
TOTAL ASSETS
|
762,605
|
802,739
|
||||||
Liabilities and shareholders’ equity
|
||||||||
LIABILITIES:
|
||||||||
Current maturities of lease liabilities
|
7,006
|
7,119
|
||||||
Trade payables
|
121,019
|
161,812
|
||||||
Other payables
|
33,797
|
42,900
|
||||||
Current tax liabilities
|
5,560
|
8,836
|
||||||
TOTAL CURRENT LIABILITIES
|
167,382
|
220,667
|
||||||
Employee benefits
|
367
|
426
|
||||||
Long-term lease liabilities
|
6,717
|
7,876
|
||||||
Deferred tax liabilities
|
1,501
|
1,395
|
||||||
TOTAL NON-CURRENT LIABILITIES
|
8,585
|
9,697
|
||||||
TOTAL LIABILITIES
|
175,967
|
230,364
|
||||||
SHAREHOLDERS’ EQUITY:
|
||||||||
Share capital
|
441
|
442
|
||||||
Share premium
|
442,506
|
437,476
|
||||||
Other comprehensive income (loss)
|
(1,432
|
)
|
698
|
|||||
Retained earnings
|
145,123
|
133,759
|
||||||
TOTAL SHAREHOLDERS’ EQUITY
|
586,638
|
572,375
|
||||||
TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY
|
762,605
|
802,739
|
Three months ended March 31
|
||||||||
2022
|
2021
|
|||||||
USD thousands
|
||||||||
Revenues
|
80,874
|
71,009
|
||||||
Cost of Revenues (Exclusive of depreciation and amortization shown separately below)
|
16,397
|
17,692
|
||||||
Research and development expenses
|
6,383
|
3,403
|
||||||
Selling and marketing expenses
|
20,360
|
18,050
|
||||||
General and administrative expenses
|
20,771
|
6,806
|
||||||
Depreciation and amortization
|
7,727
|
9,883
|
||||||
Other expenses (income), net
|
(5,103
|
)
|
-
|
|||||
Total operating costs
|
50,138
|
38,142
|
||||||
Operating Profit
|
14,339
|
15,175
|
||||||
Financing income
|
(712
|
)
|
(86
|
)
|
||||
Financing expenses
|
439
|
798
|
||||||
Financing expenses (income), net
|
(273
|
)
|
712
|
|||||
Profit before taxes on income
|
14,612
|
14,463
|
||||||
Tax expenses
|
(3,248
|
)
|
(1,589
|
)
|
||||
Profit for the period
|
11,364
|
12,874
|
||||||
Other comprehensive income items:
|
||||||||
Foreign currency translation differences for foreign operation
|
(2,130
|
)
|
(836
|
)
|
||||
Total other comprehensive loss
|
(2,130
|
)
|
(836
|
)
|
||||
Total comprehensive income
|
9,234
|
12,038
|
||||||
Earnings per share
|
||||||||
Basic earnings per share (in USD)
|
0.07
|
0.10
|
||||||
Diluted earnings per share (in USD)
|
0.07
|
0.09
|
Share capital
|
Share premium
|
Other comprehensive income (Loss)
|
Retained Earnings
|
Total
|
||||||||||||||||
USD thousands
|
||||||||||||||||||||
Balance as of January 1, 2022
|
442
|
437,476
|
698
|
133,759
|
572,375
|
|||||||||||||||
Total Comprehensive income (loss) for the quarter
|
||||||||||||||||||||
Profit for the period
|
-
|
-
|
-
|
11,364
|
11,364
|
|||||||||||||||
Other comprehensive Income:
|
||||||||||||||||||||
Foreign Currency Translation
|
-
|
-
|
(2,130
|
)
|
-
|
(2,130
|
)
|
|||||||||||||
Total comprehensive Income (loss) for the period
|
-
|
-
|
(2,130
|
)
|
11,364
|
9,234
|
||||||||||||||
Transactions with owners, recognized directly in equity
|
||||||||||||||||||||
Own shares acquired
|
(5
|
)
|
(12,735
|
)
|
-
|
-
|
(12,740
|
)
|
||||||||||||
Share based payments
|
-
|
16,279
|
-
|
-
|
16,279
|
|||||||||||||||
Exercise of share options
|
4
|
1,486
|
-
|
-
|
1,490
|
|||||||||||||||
Balance as of March 31, 2022
|
441
|
442,506
|
(1,432
|
)
|
145,123
|
586,638
|
||||||||||||||
Balance as of January 1, 2021
|
380
|
264,831
|
3,330
|
60,472
|
329,013
|
|||||||||||||||
Total Comprehensive income (loss) for the quarter
|
||||||||||||||||||||
Profit for the period
|
-
|
-
|
-
|
12,874
|
12,874
|
|||||||||||||||
Other comprehensive Income:
|
||||||||||||||||||||
Foreign Currency Translation
|
-
|
-
|
(836
|
)
|
-
|
(836
|
)
|
|||||||||||||
Total comprehensive Income (loss) for the period
|
-
|
-
|
(836
|
)
|
12,874
|
12,038
|
||||||||||||||
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 payments
|
-
|
5,394
|
-
|
-
|
5,394
|
|||||||||||||||
Exercise of share options
|
8
|
190
|
-
|
-
|
198
|
|||||||||||||||
Balance as of March 31, 2021
|
385
|
263,775
|
2,494
|
73,410
|
340,064
|
Three months ended
March 31
|
||||||||
2022
|
2021
|
|||||||
USD thousands
|
||||||||
CASH FLOWS FROM OPERATING ACTIVITIES:
|
||||||||
Profit for the period
|
11,364
|
12,874
|
||||||
Adjustments for:
|
||||||||
Depreciation and amortization
|
7,727
|
9,883
|
||||||
Net financing expense (income)
|
(305
|
)
|
733
|
|||||
Loss on sale of fixed assets
|
-
|
14
|
||||||
Gain on leases change contracts
|
-
|
(307
|
)
|
|||||
Share-based payment
|
16,029
|
2,341
|
||||||
Tax expenses
|
3,248
|
1,589
|
||||||
Change in trade and other receivables
|
36,113
|
11,096
|
||||||
Change in trade and other payables
|
(51,501
|
)
|
(19,737
|
)
|
||||
Change in employee benefits
|
(59
|
)
|
3
|
|||||
Income taxes received
|
636
|
1,699
|
||||||
Income taxes paid
|
(7,371
|
)
|
(816
|
)
|
||||
Interest received
|
353
|
79
|
||||||
Interest paid
|
(110
|
)
|
(152
|
)
|
||||
Net cash provided by operating activities
|
16,124
|
19,299
|
||||||
CASH FLOWS FROM INVESTING ACTIVITIES
|
||||||||
Change in pledged deposits
|
(198
|
)
|
(267
|
)
|
||||
Leases Receipt
|
259
|
830
|
||||||
Acquisition of fixed assets
|
(155
|
)
|
(1,545
|
)
|
||||
Acquisition and capitalization of intangible assets
|
(1,595
|
)
|
(1,253
|
)
|
||||
Proceeds from sale of business unit
|
231
|
59
|
||||||
Acquisition of subsidiaries, net of cash acquired
|
(52
|
)
|
-
|
|||||
Net cash used in investing activities
|
(1,510
|
)
|
(2,176
|
)
|
||||
CASH FLOWS FROM FINANCING ACTIVITIES
|
||||||||
Acquisition of own shares
|
(10,505
|
)
|
(6,643
|
)
|
||||
Payment of call option liability
|
-
|
(1,294
|
)
|
|||||
Proceeds from exercise of share options
|
1,490
|
198
|
||||||
Leases repayment
|
(2,006
|
)
|
(2,809
|
)
|
||||
Net cash used in financing activities
|
(11,021
|
)
|
(10,548
|
)
|
||||
Net increase in cash and cash equivalents
|
3,593
|
6,575
|
||||||
CASH AND CASH EQUIVALENTS AS OF THE BEGINNING OF PERIOD
|
367,717
|
97,463
|
||||||
EFFECT OF EXCHANGE RATE ON CASH AND CASH EQUIVALENTS
|
(483
|
)
|
(552
|
)
|
||||
CASH AND CASH EQUIVALENTS AS OF THE END OF PERIOD
|
370,827
|
103,486
|