Washington, D.C. 20549

FORM 6-K

REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 OF
THE SECURITIES EXCHANGE ACT OF 1934

 

For the Month of March 2023

Commission File Number 001-40504

Tremor International Ltd.

(Translation of registrant’s name into English)

82 Yigal Alon Street, Tel Aviv 6789124, Israel

 (Address of principal executive office)

Indicate by check mark whether the registrant files or will file annual reports under cover Form 20-F or Form 40-F.

Form 20-F T ☒               Form 40-F ☐

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1):  ☐

 

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7):  ☐

Explanatory Note

On March 7, 2023, the Company issued an announcement titled “Tremor International Reports Results for the Fourth Quarter and Year Ended December 31, 2022” pursuant to the AIM Market Rules, a copy of which is attached as Exhibit 99.1 to this Form 6-K.

Other than as indicated below, the information in this Form 6-K (including in Exhibit 99.1) shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act.

The following exhibit is furnished as part of this Form 6-K:

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

Tremor International Ltd.

By:	/S/ Sagi Niri

Date: March 7, 2023

---

 

 

Exhibit 99.1

  Tremor International Reports Results for the Fourth Quarter and Year Ended December 31, 2022

Generated record CTV spend and Contribution ex-TAC in both Q4 and FY 2022; CTV spend increased 59%

from Q4 2021 and 41% from full year 2021

Linear and CTV cross-planning capabilities created through acquisition of Amobee position the Company

for increased CTV market share gains and major partnerships in 2023 and beyond

Investment in VIDAA expected to generate meaningful revenue benefits beginning in late-2023

NEW YORK, March 7, 2023 -- 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.

“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.”

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Participant Dial-In Numbers:

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US/CANADA Participant Toll-Free Dial-In Number: (800) 715-9871

 

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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.

 

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 Relations
ir@tremorinternational.com

KCSA (U.S. Investor Relations)
David Hanover, Investor Relations
tremorir@kcsa.com 

Vigo Consulting (U.K. Financial PR & Investor Relations)
Jeremy Garcia
Kate Kilgallen
Tel: +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 Limited
Fred Walsh
Alain Dobkin
Nick Adams
Richard Short
Tel: +44 20 7710 7600

PR Contact

Caroline Smith

VP, Communications, Tremor International

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

Reconciliation of Revenue to Contribution ex-TAC

Reconciliation of Net Income to Non-IFRS Net Income

 

		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

		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

		Share capital				Share premium				Other comprehensive income				Retained Earnings				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

		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

		Year ended December 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