0001178913-23-000869 | 20-F | XBRL Viewer

Document and Entity Information	12 Months Ended
Document and Entity Information	Dec. 31, 2022 shares
Entity Addresses [Line Items]
Entity Registrant Name	TREMOR INTERNATIONAL LTD.
Entity Central Index Key	0001849396
Document Type	20-F
Document Period End Date	Dec. 31, 2022
Amendment Flag	false
Current Fiscal Year End Date	--12-31
Entity a Well-known Seasoned Issuer	No
Entity a Voluntary Filer	No
Entity's Reporting Status Current	Yes
Entity Filer Category	Non-accelerated Filer
Entity Shell Company	true
Entity Emerging Growth Company	true
Entity Ex Transition Period	false
Document Annual Report	true
Document Transition Report	false
Document Shell Company Report	false
Entity Common Stock, Shares Outstanding	144,477,962
Document Fiscal Period Focus	FY
Document Fiscal Year Focus	2022
Entity Interactive Data Current	Yes
Entity Incorporation State Country Code	L3
Entity File Number	001-40504
Entity Address, Address Line One	82 Yigal Alon Street
Entity Address, City or Town	Tel Aviv
Entity Address, Postal Zip Code	6789124
Entity Address, Country	IL
Title of 12(b) Security	American Depositary Shares
Trading Symbol	TRMR
Security Exchange Name	NASDAQ
Document Accounting Standard	International Financial Reporting Standards
Document Registration Statement	false
Auditor Firm ID	1057
Auditor Location	Tel-Aviv, Israel
Auditor Name	Somekh Chaikin
ICFR Auditor Attestation Flag	true
Business Contact [Member]
Entity Addresses [Line Items]
Entity Address, Address Line One	82 Yigal Alon Street
Entity Address, City or Town	Tel Aviv
Entity Address, Postal Zip Code	6789124
Entity Address, Country	IL
Contact Personnel Name	Sagi Niri
City Area Code	972
Local Phone Number	3-545-3900
Contact Personnel Email Address	sniri@tremorinternational.com

GENERAL

12 Months Ended

Dec. 31, 2022

Disclosure Of General Information [Abstract]

GENERAL

NOTE 1:

GENERAL

Reporting entity:

Tremor International Ltd. (the “Company” or “Tremor International”), formerly known as Taptica International Ltd., was incorporated in Israel under the laws of the State of Israel on March 20, 2007. The ordinary shares of the Company are listed on the AIM Market of the London Stock Exchange and the American Depositary Shares ("ADSs"), each of which represents two ordinary shares of the Company, represented by the American Depositary Receipts ("ADR") are listed on the Nasdaq Capital Market. The address of the registered office is 82 Yigal Alon Street Tel-Aviv, 6789124, Israel.

Tremor International is a global Company offering an end-to-end digital advertising technology platform that supports a wide range of media types (e.g., video, display, etc.) and devices (e.g., mobile, Connected TVs, streaming devices, desktop, etc.), creating an efficient marketplace where advertisers (buyers) can purchase high quality advertising inventory from publishers (sellers) at scale. Tremor Video Inc. (“Tremor Video’’) and Amobee, wholly owned subsidiaries of Tremor International, serve as the Company’s Demand Side Platforms (“DSP”) which provide full-service and self-managed marketplace access to advertisers and agencies to execute their digital marketing campaigns in real time across various ad formats. Unruly Group, LLC (formerly RhythmOne, LLC), provides customers with access to a Sell Side Platform (“SSP”) designed to monetize digital inventory for publishers, media companies, and app developers by enabling their content to have the necessary code and requirements for programmatic advertising integration. The SSP provides access to significant amounts of data, unique demand, and a comprehensive product suite to drive more effective inventory management and revenue optimization. The Company also provides a Data Management Platform (“DMP”) solution which integrates both DSP and SSP solutions, enabling advertisers and publishers to use data from various sources to optimize results of their advertising campaigns. Tremor International Ltd. is headquartered in Israel and maintains offices throughout the United States, Canada, Europe, and Asia-Pacific.

Starting June 18, 2021, the Company's ADSs trade on the Nasdaq Global Market under the ticker symbol “TRMR”. The aggregate proceeds from the IPO and the options to the underwriters provided as part of the IPO were USD 147.9 million before deducting underwriting discounts and commissions.

During 2022, the Company, its customers, and its partners, continued to face persistent macroeconomic challenges associated with several factors including: the COVID-19 (“COVID-19”) pandemic, and residual impacts of efforts to curtail its spread and reduce further economic damage sustained, rising interest rates, rising inflation, global supply chain constraints, changes in foreign currency exchange rates, recession concerns, and geopolitical uncertainty. The combination of which drove advertisers across several industries to reduce, or delay deployment of budgets and advertising spend.

Material events in the reporting period:

On February 23, 2022, the Board of Directors approved a share buyback program of up to USD 75 million of its ordinary shares. The share repurchase program was completed in the third quarter of 2022.

On September 20, 2022, the Board of Directors approved a USD 20 million share repurchase program under which the Company is authorized to purchase up to USD 20 million of its Ordinary Shares. During 2022, the Company repurchased 16,906,795 ordinary shares in aggregate amount of USD 86.3 million which was financed by existing cash resources. See Note 15.

On June 19, 2022, Unruly Media Pte. Ltd., a subsidiary of the Company, entered into a definitive agreement to make a strategic USD 25 million investment in VIDAA (Netherlands) International Holdings B.V. (the "Investment"), a smart TV operating system and streaming platform, and a subsidiary of Hisense Co., Ltd. The Investment reflects 2.439% of VIDAA’s issued and outstanding share capital on a fully diluted basis. The investment was completed on August 18, 2022. See Note 18.

On July 25, 2022, the Company and its subsidiaries entered into a definitive agreement with Amobee Group Pte. Ltd (the “Seller”) to acquire the voting shares capital of Amobee Inc., Amobee Asia Pte. Ltd. and Amobee ANZ Pty Ltd (“Amobee”), and the DSP operation from Amobee Inc. The acquisition was completed on September 12, 2022, for a total consideration of USD 211.8 million which was funded through a combination of existing cash resources, and a credit facility consists of USD 90 million secured term loan drawn at closing, and USD 90 million revolving credit facility, of which USD 10 million was drawn at closing. see Note 20b. The covenants for the secured term loan are detailed in Note 11.

Definitions:

In these financial statements –

The Company	-	Tremor International Ltd.

The Group	-	Tremor International Ltd. and its subsidiaries.

Subsidiaries	-	Companies, the financial statements of which are fully consolidated, directly, or indirectly, with the financial statements of the Company such as Unruly Group LLC, Unruly Holding Ltd, Tremor Video Inc, Amobee Inc, SpearAd.

Related party	-	As defined by IAS 24, “Related Party Disclosures”.

SIGNIFICANT ACCOUNTING POLICIES (Policies)

12 Months Ended

Dec. 31, 2022

Disclosure Of Significant Accounting Policies [Abstract]

New standards, amendments to standards and interpretations not yet adopted

New standards, amendments to standards and interpretations not yet adopted:

Amendment to IAS 1, Presentation of Financial Statements: Classification of Liabilities as Current or Non-Current and subsequent amendment: Non-Current Liabilities with Covenants

The Amendment, together with the subsequent amendment to IAS 1 replaces certain requirements for classifying liabilities as current or non-current.

According to the Amendment, a liability will be classified as non-current when the entity has the right to defer settlement for at least 12 months after the reporting period, and it "has substance" and is in existence at the end of the reporting period.

According to the subsequent amendment, as published in October 2022, covenants with which the entity must comply after the reporting date, do not affect classification of the liability as current or non-current. Additionally, the subsequent amendment adds disclosure requirements for liabilities subject to covenants within 12 months after the reporting date, such as disclosure regarding the nature of the covenants, the date they need to be complied with and facts and circumstances that indicate the entity may have difficulty complying with the covenants.

Furthermore, the Amendment clarifies that the conversion option of a liability will affect its classification as current or non-current, other than when the conversion option is recognized as equity.

According to the amendment companies must provide disclosure of their material accounting policies rather than their significant accounting policies. Pursuant to the amendment, accounting policy information is material if, when considered with other information disclosed in the financial statements, it can be reasonably be expected to influence decisions that the users of the financial statements make on the basis of those financial statements.

The amendment to IAS 1 also clarifies that accounting policy information is expected to be material if, without it, the users of the financial statements would be unable to understand other material information in the financial statements. The amendment also clarifies that immaterial accounting policy information need not be disclosed.

The Amendment and subsequent amendment are effective for reporting periods beginning on or after January 1, 2024, with earlier application being permitted. The Amendment and subsequent amendment are applicable retrospectively, including an amendment to comparative data.

The Company is examining the effects of the Amendment on the financial statements with no plans to early adopt.

Amendment to IAS 12, Income Taxes: Deferred Tax related to Assets and Liabilities arising from a Single Transaction

The Amendment narrows the scope of the exemption from recognizing deferred taxes as a result of temporary differences created at the initial recognition of assets and/or liabilities, so that it does not apply to transactions that give rise to equal and offsetting temporary differences.

As a result, companies will need to recognize a deferred tax asset or a deferred tax liability for these temporary differences at the initial recognition of transactions that give rise to equal and offsetting temporary differences, such as lease transactions and provisions for decommissioning and restoration.

The amendment clarifies the accounting treatment of variable payments of a seller-lessee in a sale and leaseback transaction. According to the amendment, a seller-lessee shall include estimates of variable lease payments upon the initial measurement of the lease liability, and subsequent to initial recognition, it shall apply the subsequent measurement requirements to the lease liability, in a way that it does not recognize any gain or loss that relates to the right-of-use it retains.

The Amendment is effective for annual periods beginning on or after January 1, 2023, by amending the opening balance of the retained earnings or adjusting a different component of equity in the period the Amendment was first adopted.

The Group is examining the effects of the amendment on the financial statements with no plans for early adoption.

SIGNIFICANT ACCOUNTING POLICIES (Tables)

12 Months Ended

Dec. 31, 2022

Disclosure Of Significant Accounting Policies [Abstract]

Disclosure of detailed information about fixed assets, estimated useful life

	Years
Computers and servers	3-5
Office furniture and equipment	3-17
Leasehold improvements	The shorter of the lease term and the useful life

Disclosure of detailed information about depreciation of right-of-use asset

	☐	Buildings	1-8 years
	☐	Data centers	1-5.5 years

INCOME TAX (Tables)

12 Months Ended

Dec. 31, 2022

Disclosure Of Income Tax [Abstract]

Disclosure of composition of income tax benefit

	Year ended December 31
	2022		2021			2020
	USD thousands

Current tax expense
Current year		14,378		7,220			3,022

Deferred tax expense (income)
Creation and reversal of temporary differences		5,310		(8,168	)		(12,603	)

Tax (benefit) expenses		19,688		(948	)		(9,581	)

Disclosure of domestic and foreign components of income taxes

	Year ended December 31
	2022		2021			2020
	USD thousands

Domestic		5,766		4,995			1,661
US		11,578		(961	)		(5,646	)
International		2,344		(4,982	)		(5,596	)

Tax (benefit) expenses		19,688		(948	)		(9,581	)

Disclosure of effective reconciliation of income taxes by tax rate

	Year ended December 31
	2022			2021			2020
	USD thousands

Profit (Loss) before taxes on income		42,425			72,275			(7,442	)

Primary tax rate of the Company		23	%		23	%		23	%

Tax calculated according to the Company’s primary tax rate		9,758			16,623			(1,712	)

Additional tax (tax saving) in respect of:
Non-deductible expenses net of tax exempt income (*)		11,642			(3,364	)		(2,509	)
Difference between measurement basis of income/expenses for tax purposes and measurement basis of income/expenses for financial reporting purposes		(654	)		-			-
Effect of reduced tax rate on preferred income and differences in previous tax assessments		(4,625	)		(7,226	)		170
Utilization of tax losses from prior years for which deferred taxes were not created		(2,539	)		(1,117	)		(5,887	)
Effect on deferred taxes at a rate different from the primary tax rate		2,697			(3,329	)		(768	)
Recognition of deferred taxes for tax losses and benefits from previous years for which deferred taxes were not created in the past		(1,104	)		(4,586	)		-
Recognition in temporary differences for which deferred taxes are not recognized		35			-			-
Foreign tax rate differential		4,478			2,051			1,125

Tax (benefit) expenses		19,688			(948	)		(9,581	)

Effective income tax rate		46	%		(1	)%		129	%

(*)

including non- deductible share-based compensation expenses.

REVENUE (Tables)

12 Months Ended

Dec. 31, 2022

Disclosure Of Revenue [Abstract]

Disclosure of revenue

	Year ended December 31
	2022		2021		2020
	USD thousands

Programmatic		274,355		266,616		161,625
Performance		60,895		75,329		50,295

		335,250		341,945		211,920

COST OF REVENUE (Tables)

12 Months Ended

Dec. 31, 2022

Disclosure Of Cost Of Revenue [Abstract]

Disclosure of cost of revenue

	Year ended December 31
	2022		2021		2020
	USD thousands

Programmatic		35,110		31,572		31,918
Performance		25,635		40,079		27,889

Cost of Revenue		60,745		71,651		59,807

GENERAL (Detail Textuals) - USD ($) $ in Thousands	1 Months Ended		11 Months Ended
GENERAL (Detail Textuals) - USD ($) $ in Thousands	Sep. 20, 2022	Feb. 23, 2022	Dec. 23, 2022	Dec. 31, 2022	Jul. 25, 2022	Jun. 19, 2022
Disclosure Of General Information [Line Items]
Maximum amount for share buyback program	$ 20,000	$ 75,000	$ 75,000
Amount of shares repurchase program	20,000
Term loan amount of acquisition					$ 90,000
Revolving credit facility					90,000
Credit facility withdrawn amount					$ 10,000
Number of repurchase of ordinary shares				16,906,795
Amount of repurchase of ordinary shares	$ 86,300			$ 86,300
Value of consideration for investment in shares						$ 25

INCOME TAX (Details 2) - USD ($) $ in Thousands	12 Months Ended
INCOME TAX (Details 2) - USD ($) $ in Thousands	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020
Additional tax (tax saving) in respect of:
Effect on deferred taxes at a rate different from the primary tax rate	$ 2,697	$ (3,329)	$ (768)
Recognition of deferred taxes for tax losses and benefits from previous years for which deferred taxes were not created in the past	(1,104)	(4,586)	0
Recognition in temporary differences for which deferred taxes are not recognized	$ 35	$ 0	$ 0

INCOME TAX (Detail Textuals) - USD ($) $ in Thousands	12 Months Ended
INCOME TAX (Detail Textuals) - USD ($) $ in Thousands	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2017
Disclosure Of Income Tax [Line Items]
Reduced corporate tax rate as per investment law	12.00%
Tax rate for enterprise located in development area A	7.50%
Tax rate of taxable income as per Tax Cuts And Jobs Act			80.00%
Gross Unrecognized Tax Benefits	$ 7,188	$ 4,370
US
Disclosure Of Income Tax [Line Items]
Net operating loss carryforwards	$ 315,000	79,400
Net operating loss carryforwards expiration period	53 years
International
Disclosure Of Income Tax [Line Items]
Net operating loss carryforwards	$ 22,300	$ 16,600

LEASES (Details 2) - USD ($) $ in Thousands	12 Months Ended
LEASES (Details 2) - USD ($) $ in Thousands	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020
Disclosure Of Lease [Abstract]
Depreciation and amortization of right-of-use assets	$ (9,226)	$ (6,334)	$ (8,855)
Total	$ (9,887)	$ (6,897)	$ (8,143)

LEASES (Details 4) - USD ($) $ in Thousands	12 Months Ended
LEASES (Details 4) - USD ($) $ in Thousands	Dec. 31, 2022	Dec. 31, 2021
Disclosure Of Lease [Abstract]
Sublease receipts	$ (1,306)	$ (2,454)
Additions	310	301
Business combinations (See Note 20)	$ 163	$ 0

LEASES (Details 6) - USD ($) $ in Thousands	12 Months Ended
LEASES (Details 6) - USD ($) $ in Thousands	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020
Disclosure Of Lease [Abstract]
Gain from finance subleases	$ 0	$ 301	$ 274
Total	$ 199	$ 546	$ 635

LONG-TERM DEBT (Detail Textuals) - USD ($) $ in Millions	1 Months Ended
LONG-TERM DEBT (Detail Textuals) - USD ($) $ in Millions	Sep. 30, 2022	Jul. 25, 2022
Other Long Term Liabilities [Line Items]
Secured term loan		$ 90
Revolving credit facility		$ 90
US Holding Inc.
Other Long Term Liabilities [Line Items]
Secured term loan	$ 90
Revolving credit facility	90
Letter of credit facility together with term loan facility	15
Proceeds of revolving credit facility	$ 10
Percentage of base rate credit facilities	1.00%
Percentage of Secured Overnight Financing Rate (SOFR)	2.00%
Percentage of credit spread adjustment	0.25%
Percentage of credit facility withdrawn amount	0.35%
Percentage of fronting fee along with other standard fees	0.125%

REVENUE (Detail Textuals)	12 Months Ended
REVENUE (Detail Textuals)	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020
Disclosure Of Revenue [Abstract]
Percentage of revenue	10.70%	13.60%	0.00%

Label

Element

Value

Sensitivity Analysis Of Foreign Currency Risk, Foreign Currency Denominated In Nis Against Usd, Impact Of 10 Percent Adverse Change In Profit (Loss)

trmr_SensitivityAnalysisOfForeignCurrencyRiskForeignCurrencyDenominatedInNisAgainstUsdImpactOf10PercentAdverseChangeInProfitLoss

$ 139,000

Sensitivity Analysis Of Foreign Currency Risk, Foreign Currency Denominated In Nis Against Usd, Impact Of 10 Percent Adverse Change In Profit (Loss)

trmr_SensitivityAnalysisOfForeignCurrencyRiskForeignCurrencyDenominatedInNisAgainstUsdImpactOf10PercentAdverseChangeInProfitLoss

721,000

Sensitivity Analysis Of Foreign Currency Risk, Foreign Currency Denominated In Nis Against Usd, Impact Of 10 Percent Favourable Change In Profit (Loss)

trmr_SensitivityAnalysisOfForeignCurrencyRiskForeignCurrencyDenominatedInNisAgainstUsdImpactOf10PercentFavourableChangeInProfitLoss

(139,000)

Sensitivity Analysis Of Foreign Currency Risk, Foreign Currency Denominated In Nis Against Usd, Impact Of 10 Percent Favourable Change In Profit (Loss)

trmr_SensitivityAnalysisOfForeignCurrencyRiskForeignCurrencyDenominatedInNisAgainstUsdImpactOf10PercentFavourableChangeInProfitLoss

(721,000)

Sensitivity Analysis Of Foreign Currency Risk Foreign Currency Denominated In Sgd Against Usd Impact Of 10 Percent Adverse Change In Increase Decrease In Shareholders Equity

trmr_SensitivityAnalysisOfForeignCurrencyRiskForeignCurrencyDenominatedInSgdAgainstUsdImpactOf10PercentAdverseChangeInIncreaseDecreaseInShareholdersEquity

320,000

Sensitivity Analysis Of Foreign Currency Risk Foreign Currency Denominated In Sgd Against Usd Impact Of 10 Percent Adverse Change In Increase Decrease In Shareholders Equity

trmr_SensitivityAnalysisOfForeignCurrencyRiskForeignCurrencyDenominatedInSgdAgainstUsdImpactOf10PercentAdverseChangeInIncreaseDecreaseInShareholdersEquity

22,000

Lease Modifications

trmr_LeaseModifications

Lease Modifications

trmr_LeaseModifications

7,000

Lease Modifications

trmr_LeaseModifications

(7,000)

Lease Modifications

trmr_LeaseModifications

(74,000)

Lease Modifications

trmr_LeaseModifications

Lease Modifications

trmr_LeaseModifications

74,000

Cash Receipts From Repayment Of Long Term Loans

trmr_CashReceiptsFromRepaymentOfLongTermLoans

Cash Receipts From Repayment Of Long Term Loans

trmr_CashReceiptsFromRepaymentOfLongTermLoans

Cash Receipts From Repayment Of Long Term Loans

trmr_CashReceiptsFromRepaymentOfLongTermLoans

817,000

Increase (Decrease) Through Net Exchange Differences, Right Of Use Assets

trmr_IncreaseDecreaseThroughNetExchangeDifferencesRightOfUseAssets

(50,000)

Increase (Decrease) Through Net Exchange Differences, Right Of Use Assets

trmr_IncreaseDecreaseThroughNetExchangeDifferencesRightOfUseAssets

Increase (Decrease) Through Net Exchange Differences, Right Of Use Assets

trmr_IncreaseDecreaseThroughNetExchangeDifferencesRightOfUseAssets

(50,000)

Increase (Decrease) Through Net Exchange Differences, Right Of Use Assets

trmr_IncreaseDecreaseThroughNetExchangeDifferencesRightOfUseAssets

(75,000)

Increase (Decrease) Through Net Exchange Differences, Right Of Use Assets

trmr_IncreaseDecreaseThroughNetExchangeDifferencesRightOfUseAssets

Increase (Decrease) Through Net Exchange Differences, Right Of Use Assets

trmr_IncreaseDecreaseThroughNetExchangeDifferencesRightOfUseAssets

75,000

Sensitivity Analysis Of Foreign Currency Risk, Foreign Currency Denominated In Gbp Against Usd, Impact Of 10 Percent Adverse Change In Increase (Decrease) In Shareholders’ Equity

trmr_SensitivityAnalysisOfForeignCurrencyRiskForeignCurrencyDenominatedInGbpAgainstUsdImpactOf10PercentAdverseChangeInIncreaseDecreaseInShareholdersEquity

94,000

Sensitivity Analysis Of Foreign Currency Risk, Foreign Currency Denominated In Gbp Against Usd, Impact Of 10 Percent Adverse Change In Increase (Decrease) In Shareholders’ Equity

trmr_SensitivityAnalysisOfForeignCurrencyRiskForeignCurrencyDenominatedInGbpAgainstUsdImpactOf10PercentAdverseChangeInIncreaseDecreaseInShareholdersEquity

379,000

Sensitivity Analysis Of Foreign Currency Risk Foreign Currency Denominated In Sgd Against Usd Impact Of 10 Percent Favourable Change In Increase Decrease In Shareholders Equity

trmr_SensitivityAnalysisOfForeignCurrencyRiskForeignCurrencyDenominatedInSgdAgainstUsdImpactOf10PercentFavourableChangeInIncreaseDecreaseInShareholdersEquity

(320,000)

Sensitivity Analysis Of Foreign Currency Risk Foreign Currency Denominated In Sgd Against Usd Impact Of 10 Percent Favourable Change In Increase Decrease In Shareholders Equity

trmr_SensitivityAnalysisOfForeignCurrencyRiskForeignCurrencyDenominatedInSgdAgainstUsdImpactOf10PercentFavourableChangeInIncreaseDecreaseInShareholdersEquity

(22,000)

Additions Through Business Combination, Right Of Use Assets

trmr_AdditionsThroughBusinessCombinationRightOfUseAssets

6,103,000

Additions Through Business Combination, Right Of Use Assets

trmr_AdditionsThroughBusinessCombinationRightOfUseAssets

10,633,000

Additions Through Business Combination, Right Of Use Assets

trmr_AdditionsThroughBusinessCombinationRightOfUseAssets

16,736,000

Revaluation Of Liability For Put Option On Non Controlling Interests